1ST INTERNET GROUP, INC.
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made this 1st day of July, 1999
(the. "Grant Date") by and between 1st INTERNET GROUP, INC., a
Florida corporation located at 0000 Xxxx Xxxxx Xxxx, Xxxxxxxxxx
Xxxxxxx 00000 (the "Corporation"), and XXXXXXX X. X. XXXXXX, who
resides at 0000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx
00000 (the "Optionee").
Recitals:
A. The Corporation has duly adopted with subsequent shareholder
approval an employee benefit plan known as the 1st Internet
Group, Inc. Equity Incentive Plan (the "Plan").
B. The Plan provides for, among other things, the granting of
incentive stock options by a Committee to be appointed by the
Board of Directors of the Corporation (the "Committee") to
executive officers and key employees of the Corporation or of its
subsidiaries to purchase shares of common stock of the
Corporation, par value $0.01 per share (the "Stock"), in
accordance with the terms and provisions thereof.
C. The Committee considers the Optionee to be a person who is
eligible for a grant of incentive stock options under the Plan,
and has determined that it would be in the best interest of the
Corporation to grant the incentive stock option documented
herein.
NOW, THEREFORE, based on the foregoing and for good and valuable
consideration, the Corporation and Optionee hereby agree as
follows:
Section 1. Incorporation of Terms, Provisions, Conditions and
Restrictions of Plan.
(a) All of the terms, provisions, conditions and restrictions
contained in the Plan, including any and all rules and
regulations adopted under the Plan by the Committee (the "Plan
Provisions"), are hereby incorporated in this Agreement and the
Optionee agrees to be bound by all of the Plan Provisions and by
all of the terms and conditions of this Agreement. This Agreement
does not set forth all of the terms and conditions of the Plan;
copies of the Plan may he obtained upon written request without
charge from the Corporation.
(b) Each capitalized terms used in this Agreement without
definition shall have the meaning defined for it in the Plan, if
any.
Section 2. Grant of Option. Subject to the provisions of this
Agreement and to the Plan Provisions, the Corporation hereby
grants to the Optionee an option (the "Option") to purchase from
the Corporation two hundred thousand (200,000) shares of common
stock (the "Option Shares") at a price of one dollar ($1.00) per
share, the fair market value (the "Exercise Price"). The Option
is intended by the parties hereto to be, and shall be treated as,
an incentive stock option (as such term is defined under Section
422 of the Internal Revenue Code of 1986, as amended).
Section 3. Exercise of Option.
(a) No portion of the Option may be exercised by the Optionee
on or at any time after the tenth anniversary of the Grant Date
or at any time after the termination of the Optionee's employment
with the Corporation for any reason other than the death or
disability of the Optionee.
(b) The option may be exercised in whole or in part at any time
as set forth below in accordance with the Plan Provisions and
this Section by the Optionee's tendering the Exercise Price (or a
proportionate part thereof if the Option is partially exercised)
to the Corporation, together with a written notice, in the form
attached hereto as Exhibit "A", specifying the number of Option
Shares the Optionee wishes to purchase pursuant to the Option.
(c)(i) Forty thousand (40,000) Option Shares may be exercised no
earlier than six (6) months after the Grant Date.
(ii) Forty thousand (40,000) Option Shares (less the Option
Shares exercised pursuant to (c)(i), above) may be exercised no
earlier than eighteen (18) months after the Grant Date.
(iii) Forty thousand (40,000) Option Shares (less the Option
Shares exercised pursuant to (c)(i) and (ii), above) may be
exercised no earlier than thirty (30) months after the Grant
Date.
(iv) Forty thousand (40,000) Option Shares (less the Option
shares exercised pursuant to (c)(i) , (ii), and (iii), above) may
be exercised no earlier than forty two (42) months after the
Grant Date.
(v) Forty thousand (40,000) Option Shares (less the Option
Shares exercised pursuant to (c)(i), (ii), (iii), and (iv) above)
may be exercised no earlier than firty four (54) months after the
Grant Date.
Section 4. Share Certificates. Upon receipt of the Exercise
Price (or the requisite portion thereof), the Corporation shall
cause one or more stock certificates evidencing the Optionee's
ownership of the Option Shares so purchased by the Optionee to be
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issued to the Optionee subject, however, to the Plan Provisions.
Section 5. Investment Securities. The Optionee represents and
warrants to the Corporation that any Option Shares purchased by
the Optionee upon the exercise hereof will be acquired for
investment and not for distribution within the meaning of the
Securities Act of 1933, as amended, provided, however, that the
foregoing representation and warranty shall he inoperative if
such Option Shares are registered under such Act.
Section 6. Default of Optionee. Should the Optionee at any time
breach any Plan Provision or any provision of this Agreement, the
Option granted hereunder shall be null and void. This provision
shall be in addition to and not in lieu of any other remedies
which the Corporation may have at law and/or in equity.
Section 7. Miscellaneous Provisions.
(a) Unless otherwise specifically provided herein, all notices
to be given hereunder shall be in writing and sent to the parties
by certified mail, return receipt requested, which shall be
addressed to each party's respective address, as set forth in the
first paragraph of this Agreement, or to such other address as
such party shall give to the other party hereby by a notice given
in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the
United States mail properly addressed and postage prepaid. If
such notice is sent other than by the United States mail, such
notice shall be effective when actually received by the party
being noticed.
(b) This Agreement may not be assigned in whole or in part by
either of the parties hereto.
(c) Both parties hereto shall execute and deliver such other
instruments and do such other acts as may be necessary to carry
out the intent and purposes of this Agreement.
(d) Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter
forms and the singular form of nouns and pronouns shall include
the plural and vice versa.
(e) The captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend
the scope of this Agreement or the intent of any of the
provisions hereof.
(f) This Agreement and the Plan constitute the entire
understanding between the parties hereto concerning the grant of
incentive stock options to the Optionee under the Plan and shall
not be terminated, except in accordance with its terms or the
Plan Provisions, or amended except in accordance with the Plan
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Provisions or in a writing executed by both of the parties
hereto.
(g) The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.
(h) The invalidity or unenforceability, in whole or in part, of
any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision
of this Agreement shall not affect the validity or enforceability
of the remaining portions thereof.
(i) This Agreement shall be binding upon and inure to the
benefit of the heirs, successors, estate and personal
representatives of the Optionee and the successors and assigns of
the Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
Witnesses: 1st INTERNET GROUP, INC.
/s/XXXXXX XXXXXXXXX By: /s/XXXXXXX X. XXXXXX
------------------- ------------------------
President
/s/XXXXXX XXXXXXXXX /S/XXXXXXX X. X. XXXXXX
------------------- -----------------------
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Exhibit "A" to
Stock Option Agreement dated July 1, 1999
NOTICE OF EXERCISE OF OPTION TO PURCHASE
SHARES OF COMMON STOCK
OF 1st INTERNET GROUP, INC.
The undersigned does by this notice request that 1st Internet
Group Inc., a Florida corporation (the "Company"), issue to the
undersigned that number of shares of Common Stock specified below
(the "Shares") at the price per Share specified below pursuant to
the exercise of the undersigned's option under the Incentive
Stock Option Agreement (the "Agreement") dated July 1, 1999
between the undersigned and the Company.
Simultaneously herewith, the undersigned delivers to the Company
the purchase price for the Shares (i.e., that amount which is
obtained by multiplying the number of Shares for which the Option
is being exercised by the price specified), by good check.
The undersigned hereby represents and warrants that the
undersigned is acquiring the Shares for the undersigned's own
account and not on behalf of any other person and without any
present view to making a public offering or distribution of same
and without any present intention of selling same at any
particular time or at any particular price or upon the occurrence
of any particular event or circumstance.
The undersigned acknowledges and understands that in connection
with the acquisition of the Shares by the undersigned:
1. The Company has informed the undersigned that the Shares are
not registered under the Securities Act of 1933, as amended (the
"Act"), or applicable state securities or Blue Sky law or laws,
and thus the Shares may not be transferred or otherwise disposed
of until the Shares are subsequently registered under the Act and
the applicable state securities or Blue Sky law or laws or an
exemption from such registration requirements is available.
2. The undersigned has been informed that a legend referring to
the restrictions indicated herein on transferability and sale
will be placed upon the certificate(s) evidencing the Shares.
A. Date of Stock Option Agreement: July 1, 1999
B. Number of Shares covered by Agreement: 200,000
C. Number of shares of Common Stock actually to be purchased at
this time: _________
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D. Exercise price per Share: $1.00
E . Aggregate price to be paid for Shares actually purchased (D
multiplied by C): $_____
Dated: ________________________
Very truly yours,
_______________________________
XXXXXXX X. X. XXXXXX
Residence:
_______________________________
_______________________________
ACCEPTED:
1st INTERNET GROUP, INC.
By: __________________________
Name:______________________
Title: ______________________
Dated: ________________________
