EXHIBIT 4.11
STOCK OPTION AGREEMENT
This Stock Option Agreement dated as of July 24, 1995, (the
"Agreement") is made between Global Link Teleco Corporation, a Delaware
corporation having its principal place of business at 0000 Xxxxxx Xxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Company") and Xxxx X. Xxxxxx, residing at
___________________ ____________________________ (the "Optionee").
W I T N E S S E T H:
In accordance with Section 4(f) of the Employment Agreement
dated as of July 24, 1995, between the Company and the Optionee, the Company has
agreed to grant the Optionee an option to purchase shares of the Company's
common stock, par value $.0001 per share (the "Common Stock"), on the terms and
conditions contained herein.
NOW THEREFORE, in consideration of the mutual promises
contained herein, the parties hereto agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to
the Optionee, subject to the terms and conditions herein set forth, the right
and option (the "Option") to purchase from the Company all or any part of an
aggregate of 25,000 shares of Common Stock on the terms and conditions contained
herein. The shares of Common Stock into which the Option may be exercised shall
be referred to hereinafter as the "Shares". The Option granted hereby shall not
be treated as an "incentive stock option" as defined in Section 422 of the
Internal Revenue Code of
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1986, as amended (the "Code"), or any successor or similar provision and
accordingly, the Optionee may realize ordinary income for federal income tax
purposes upon an exercise of the Option.
2. Option Price and Payment Method. The purchase
price of the Shares payable upon any full or partial exercise of
the Option shall be $2.00 per share, subject to adjustment as
hereinafter provided.
3. Term; Exercise. Except to the extent otherwise provided in
Paragraphs 4 and 8 hereof, the Option cannot be exercised after the close of
business on July 24, 2000 (the "Termination Date"). The Option may be exercised
at any time or from time to time prior to the Termination Date as to any part or
all of the Shares in accordance with the following terms and conditions:
(a) Except as otherwise provided in Paragraph 8 of
this Agreement, the Option shall be exercisable as follows:
(i) 8,333 shares are currently vested and immediately
exercisable;
(ii) 8,333 shares shall vest and become exercisable on the first
anniversary of this Agreement; and
(iii)8,334 shares shall vest and become exercisable on the
second anniversary of this Agreement.
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(b) The Option may not be exercised with respect to less than
one hundred Shares (or the remaining Shares then purchasable
under the Option, if less than one hundred Shares) or for
any fractional Shares.
4. Termination of Employment. If the Optionee's employment by the Company
or any affiliate of the Company shall terminate for any reason, other than
death, disability or cause, the Option shall be exercisable only as to those
Shares which were immediately purchasable by the Optionee on such date on which
the Optionee's employment terminated, in which case, notwithstanding any other
provision in this Agreement, the Option shall expire on the earlier of (i) the
Termination Date or (ii) a date three months after the date that the Optionee's
employment terminates, or, if the employment terminates because of the
Optionee's death or disability within the meaning of Section 105(d)(4) of the
Code, a date one year after the date the employment terminates. If the Optionee
is discharged for cause, all rights under the Option shall expire immediately
upon termination. From the termination of the employment until the expiration of
the Option on the date specified by the preceding sentences, the Option may be
exercised by the Optionee, his legal representative, his executor or
administrator, or his legatees or distributees only to the extent and for the
number of Shares for which the Option could have been exercised on the date
employment terminated. The Optionee's transfer, without interruption in service,
between the Company and any of its affiliates during the
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term of the Option shall not be considered a termination of employment for
purposes hereof. The Optionee's rights shall not be affected by any changes in
duties or position after the date the Option is granted, so long as the Optionee
remains continuously employed by the Company or any of its affiliates.
5. Method of Exercising Option. Subject to the terms and
conditions of this Agreement, the Option may be exercised by delivering written
notice to the Company at its then principal office. Such notice shall state the
election to exercise the Option, the number of Shares in respect to which it is
being exercised, and the method of payment to be utilized in connection with
such exercise. Such notice shall be signed by the person or persons so
exercising the Option. The purchase price for the Shares for which the Option is
being exercised shall be paid, at the option of the Optionee by delivering with
the notice of exercise cash or a certified check, payable to the Company, or a
combination of cash or certified check for the full amount of the purchase price
for the Shares for which the option is being exercised. If the Option is
exercised by a person other than the Optionee, the notice of exercise shall be
accompanied by the appropriate proof, in form and substance satisfactory to the
Company, of such person's right to exercise the Option. Certificates for Shares
for which the Option has been exercised shall not be issued until the Company
receives the full purchase price for such Shares. Shares and the certificates
therefor shall be issued in the name of the person who is entitled at the time
to exercise the Option, or, if such person is the Employee
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and he so elects, in the name of the Employee and another person as joint
tenants with right of survivorship. Upon the issuance of Shares in accordance
with this Agreement, such Shares shall be validly issued, fully paid and
non-assessable.
6. No Transfer of Option. This option is not transferable by the Optionee
except by will or the then applicable laws of descent and distribution and may
exercised during the lifetime of the Optionee only by the Optionee. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, and no other
person shall have any right, benefit or obligation hereunder.
7. Other Limitations. Notwithstanding any other provision of this
Agreement, this Option shall not be exercisable if the exercise would involve a
violation of any applicable federal or state securities law, and the Company
hereby agrees to make reasonable efforts to comply with all such laws.
8. Adjustments. Upon the occurrence of a change in the corporate structure
of the Company, including but not limited to any merger, reorganization,
recapitalization, payment of a non-cash dividend or stock slit, which affects
the kind or number of issued shares of Common Stock, the Board of Directors
shall make such adjustments in the number or kind of shares of Common Stock
covered by this option as the Board of Directors may in good faith determine so
as to prevent the dilution or enlargement of the Optionee's proportionate
interest in the Company and his rights hereunder. In the event of a merger of
the Company with
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another entity which results in the conversion of the Common Stock into the
right to receive cash or securities of another entity, the right to receive
Common Stock under this Option shall be converted, upon the effectiveness of any
such merger, into the right to receive the amount of cash or the kind and number
of securities or any combination thereof, that the Optionee would have received
in the merger had the Optionee exercised this Option immediately prior to the
effectiveness of such merger.
9. Withholding. If the Company shall be required to withhold any federal,
state, local or foreign tax in connection with an exercise of this Option, it
shall be a condition to the exercise that the Optionee pay or make provision
satisfactory to the Company for payment of any such taxes.
10. Investment Representation. The Board of Directors may require the
Optionee to furnish to the Company, prior to the issuance of any shares upon the
exercise of all of any part of this option, an agreement (in such form as the
Board of Directors may specify or substantially in the form attached hereto as
Exhibit A) in which the Optionee represents that the Shares are being acquired
for investment and not for resale or with a view to distribution thereof.
11. No Rights of Stockholders or to Continued Employment. The Optionee
shall not have any of the rights of a stockholder of Common Stock with respect
to the Shares until such Shares have been issued after due exercise of the
Option. Nothing contained in this Option shall limit in any way whatsoever any
right that the Company or an affiliate may
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otherwise have to terminate the employment of the Optionee at any time.
12. Waiver. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise ex- pressly provided.
13. Entire Agreement. This Agreement, together with all schedules hereto,
constitutes the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties hereto. No
supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby.
14. Notices. All notices and other communications to be given under or
pursuant to this Agreement shall be in writing and shall be sent by first class
certified or registered mail, postage prepaid, or by nationally recognized
overnight courier service, to the address of the party to whom such
communication is being sent at the address set forth in the first sentence of
this Agreement. Any party hereto may change the address to which each such
notice or communication shall be sent by giving written notice it all of the
other parties hereto in accordance with this paragraph.
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15. Counterparts. This Agreement may be executed in one or more
counterparts each of which shall constitute one and the same instrument.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its
provisions regarding conflict of laws.
17. Captions. The captions of the paragraphs of this Agreement are for the
purpose of convenience only, are not intended to be part of this Agreement and
shall not be deemed to modify, explain, enlarge or restrict any of its
provisions.
18. Separability. If any clause or provision of this Agreement shall be
held invalid or unenforceable, in whole or in part, in any jurisdiction, such
invalidity or unenforceability shall attach only to such clause or provision, or
part thereof, and shall not in any manner affect any other clause or provision
in any jurisdiction.
IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year first written above.
GLOBAL LINK TELECO CORPORATION
By:________________________
Name:
Title:
/s/ Xxxx X. Xxxxxx
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Optionee
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EXHIBIT A
[EXERCISE DATE]
Global Link Teleco Corporation
0000 Xxxxxx Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn:
Ladies and Gentlemen:
I represent to Global Link Teleco Corporation (the "Company") that pursuant
to that Stock Option Agreement dated [____________], I am purchasing [________]
shares of the Company's common stock, par value $0.0001 per share ("Common
Stock") to be purchased by me solely for my own account and with no intention of
distributing or reselling said Common Stock or any part thereof, or interest
therein, in any transaction which would be in violation of the securities laws
of the United States of America or any state thereof, without prejudice,
however, to my right at all times to sell or otherwise dispose of all or any
part of said Common Stock under a registration under the Securities Act of 1933,
as amended ("Securities Act"), or under an exemption from such registration
available under the Securities Act.
If I desire to sell or otherwise dispose of all or any part of the Common
Stock under an exemption from registration under the Securities Act, I will
deliver to the Company an opinion (addressed to the Company) of counsel which
opinion shall be reasonably satisfactory in form and substance to the Company,
that such exemption is available.
Very truly yours,
[Name of Optionee]
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