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EXHIBIT 10.20
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered
into this 12th day of June, 2000 (the "Effective Date"), by and between 800
TRAVEL SYSTEMS, INC., a Delaware corporation (the "Corporation"), and Xxxxx X.
Xxxxxx (the "Participant").
WITNESSETH:
WHEREAS, the Participant has been granted the option set forth in this
Agreement as consideration for his agreement to serve as the Chief Executive
Officer of the Corporation; and
WHEREAS, with the consent of the Board of Directors, the Corporation
has granted the Participant stock options on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. GRANT OF OPTIONS.
Subject to the terms and conditions of this Agreement, the Corporation
hereby grants to the Participant the right and option to purchase up to a total
of One Hundred Thousand (100,000) shares of the common stock, $.01 par value per
share, of the Corporation (the "Common Stock") at the option price of $3.00 per
share, and One Hundred Thousand (100,000) shares of the Common Stock at the
option price of $5.00 per share (together, the "Options"). The Options granted
hereby are non-qualified options and are not being granted under any stock
option plan of the Corporation. The Options are in addition to any options
granted to the Participant pursuant to his employment agreement with the
Corporation and are governed exclusively by the terms of this Agreement and not
by the terms of such employment agreement.
2. PERIOD OF EXERCISE.
The Options shall become exercisable by the Participant on December 12,
2000.
3. MANNER OF EXERCISE.
If the Participant elects to exercise the Options to purchase shares of
Common Stock, he shall give written notice of such exercise to the Corporate
Secretary of the Corporation. The notice of exercise shall state the number of
shares of Common Stock as to which the Options are being exercised.
The Participant may exercise the Options to purchase all, or any lesser
whole number, of the number of shares of Common Stock which he is then permitted
to purchase under Sections 1 and 2.
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4. PAYMENT FOR SHARES.
Full payment of the option price for the shares of Common Stock
purchased by exercising the Options shall be due at the time the notice of
exercise is delivered pursuant to Section 3. Such payment may be made (i) in
cash, (ii) at the discretion of the Corporation's Board of Directors, by means
of a promissory note secured by a pledge of the shares purchased, or (iii) in
any other form acceptable to the Corporation.
Alternatively, the Participant shall be deemed to have paid the full
option price due upon exercise of his Options, if his notice of exercise to the
Corporation is accompanied by an irrevocable instruction to the Corporation to
deliver the shares of Common Stock issuable upon exercise of the Options
promptly to a broker-dealer designated by Participant (which may include the
Corporation's transfer agent), together with an irrevocable instruction to such
broker-dealer to sell at least that portion of the shares necessary to pay the
option price (and any related expenses specified by the parties), and such
portion of the sale proceeds is delivered directly to the Corporation
immediately after the settlement date. This cashless exercise alternative shall
not be available if, at the time of such exercise, the Corporation determines
that this procedure would subject the Participant to liability under Section
16(b) of the Securities Exchange Act of 1934.
5. ISSUANCE OF STOCK CERTIFICATES FOR SHARES.
The stock certificates for any shares of Common Stock issuable to the
Participant upon exercise of the Options shall be delivered to the Participant
(or to the person to whom the rights of the Participant shall have passed by
will or the laws of descent and distribution) as promptly after the date of
exercise as is feasible, but not before the Participant has paid the option
price for such shares and made any arrangements for tax withholding, as required
by Section 6.
6. TAX WITHHOLDING.
Whenever the Participant exercises Options, the Corporation shall
notify the Participant of the amount of tax (if any) which must be withheld by
the Corporation under all applicable federal, state and local tax laws. The
Participant agrees to make arrangements with the Corporation with respect to
each exercise of the Options to (a) remit the required amount to the
Corporation, (b) authorize the Corporation to withhold a portion of the shares
of Common Stock otherwise issuable upon the exercise with a value equal to such
tax, (c) authorize the deduction of such amounts from the Participant's regular
salary payments, or (d) otherwise satisfy the applicable tax withholding
requirement in a manner satisfactory to the Corporation.
7. TERMINATION OF EMPLOYMENT.
If the Participant's employment with the Corporation terminates other
than for cause, permanent and total disability or death, the Participant shall
be entitled to exercise the Options during a period of 90 days following such
termination. If such termination occurs as a result of the Participant's
permanent and total disability, the Options may be exercised at any time during
the six month period following the date of such termination; and if such
termination is for cause, the Options shall expire and be of no further effect
upon the termination date.
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8. EFFECT OF DEATH.
If the Participant dies before the Options expire or have been
exercised with respect to all of the shares of Common Stock subject to the
Options, any portion of the Options not previously exercised at the date of
death may be exercised by the Participant's personal representative, or any
person to whom the Options may be transferred by his will or by the laws of
descent and distribution, to the extent not previously exercised, at any time
prior to the first anniversary of the date of death. For this purpose, the terms
of this Agreement shall be deemed to apply to such person as if he were the
Participant.
9. REGISTRATION.
The Corporation shall include the Options in the first Form S-8
registration statement that it files with the Securities and Exchange Commission
after the date of execution of this Agreement.
10. NONTRANSFERABILITY.
The Participant's rights under the Options may not be assigned or
transferred by the Participant other than by will or the laws of descent and
distribution. The Options may not be exercised by anyone other than the
Participant or, in the case of the Participant's death, by the person to whom
the rights of the Participant shall have passed by will or the laws of descent
and distribution.
11. SECURITIES LAWS.
The Corporation may from time to time impose any conditions on the
exercise of the Options as it deems necessary or advisable to ensure that the
Options granted hereunder, and each exercise thereof, satisfy the applicable
requirements of federal and state securities laws. Such conditions to satisfy
applicable federal and state securities laws may include, without limitation,
the partial or complete suspension of the right to exercise the Options until
the offering of the shares covered by the Options has been registered under the
Securities Act of 1933, or the printing of legends on all stock certificates
issued to the Participant referring to the restrictions on the transferability
of such shares.
12. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES.
Neither the Participant nor any person to whom the rights of the
Participant shall have passed by will or the laws of descent and distribution
shall have any of the rights of a shareholder with respect to any shares of
Common Stock until the date he is entitled to be issued certificates for such
Common Stock as provided in Section 5 above.
13. OPTIONS NOT TO AFFECT EMPLOYMENT.
Neither this Agreement nor the Options granted hereunder shall confer
upon the Participant any right to continued employment with the Corporation, and
this Agreement shall not in any way modify or restrict any rights the
Corporation may have to terminate such employment.
14. ADJUSTMENTS.
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In the event of any change in the Common Stock of the Corporation by
reason of a stock dividend or forward or reverse stock split that affects the
Options or the ability of the Participant to exercise his rights under the
Options (each a "Transaction"), the number of shares of Common Stock made the
subject of the Options and the prices at which such shares of Common Stock are
subject to purchase by the Participant shall be adjusted appropriately to insure
that the shares of Common Stock will be subject to acquisition by the
Participant at a price and upon terms commensurate to those herein set forth.
The Company shall be required to notify the Participant promptly following its
approval of each Transaction and to provide the Participant with a statement
describing how the proposed Transaction will affect his rights under the Options
and what adjustment is being made to offset such affect.
15. MISCELLANEOUS.
(a) This Agreement may be executed in one or more counterparts all
of which taken together will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or
waived by a written agreement executed by both of the parties hereto.
(c) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Florida, without giving
effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
"CORPORATION"
800 TRAVEL SYSTEMS, INC. "PARTICIPANT"
By:
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Xxxxxx X. Xxxxxx, CFO Xxxxx X. Xxxxxx
