EXHIBIT 4.3
TANGIBLE ASSET GALLERIES, INC.
EMPLOYEE INCENTIVE
STOCK OPTION AGREEMENT
TANGIBLE ASSET GALLERIES, INC.
EMPLOYEE INCENTIVE
STOCK OPTION AGREEMENT
THIS AGREEMENT is made this 20th day of November, 2000, between
Tangible Asset Galleries, Inc., a Nevada corporation (the "Corporation"), and
WHEREAS Grantee is a member of the Corporation's Board of Directors,
and the Corporation desires to give Grantee further incentives to continue to
render valuable services to it in the form of an inducement to acquire a further
proprietary interest in the Corporation by grant of an option to purchase shares
of the Corporation's common stock pursuant to Plan A of the Tangible Asset
Galleries, Inc. 2000 Omnibus Stock Option Plan adopted effective August 1, 2000
(the "Plan");
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF OPTION. The Corporation hereby grants to Grantee the right
and option to purchase, on the terms and conditions hereinafter set forth, an
aggregate of Sixty Thousand (60,000) shares of the Corporation's common stock
(the "Shares") at the purchase price of X Cents ($0.4375) per share. The Shares
will be "restricted securities" (as such term is defined in Rule 144 promulgated
under the Securities Act of 1933, as amended ("Rule 144")), will include the
appropriate restrictive legend, and cannot be sold for a period of one year from
the date of issuance unless registered with the United States Securities and
Exchange Commission ("SEC") and qualified by appropriate state securities
regulators, or unless the holder complies with an exemption from such
registration and qualification (including, without limitation, compliance with
Rule 144).
2. TIME AND MANNER OF EXERCISE. From and after three months from the
date hereof, and during each of the eleven succeeding three month periods
commencing on the anniversary thereof, Grantee shall have the right to purchase
from the Corporation eight and one-third percent (8 1/3%) of the aggregate
number of shares subject to this option, on a cumulative basis. The failure to
exercise this option with respect to any shares for which the right accrued
during any one-year period shall not result in the termination of the option
with respect to such shares, but rather the same shall cumulate and be eligible
for exercise during the remainder of the option term.
The option shall be exercised by written notice delivered to
the Corporation at is principal offices at 0000 Xxx Xxxx, Xxxxxxx Xxxxx, XX
00000, setting forth the number of shares as to which the option is being
exercised, and accompanied by a check in payment of the option purchase price
for the number of shares being purchased. Promptly upon receipt of such notice
and payment, the Corporation will deliver to Grantee stock certificate(s)
representing the shares purchased.
3. TERMINATION OF OPTION. Except as otherwise provided herein, this
option, to the extent not theretofore exercised, shall terminate upon the first
to occur of the following dates:
(a) The expiration of three (3) months after termination of
Grantee's directorship by the Corporation for reason other than death or
permanent and total disability;
(b) The expiration of twelve (12) months after termination of
Grantee's directorship by the Corporation if such termination is by reason of
Grantee's permanent and total disability;
(c) The expiration of twelve (12) months after Grantee's
death, during which period Grantee's executors or administrators may exercise
this option as to any of the shares as to which it was exercisable and not
previously exercised during Grantee's lifetime;
(d) The expiration of five (5) years from the vesting dates of
these options.
4. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the shareholders, the number of shares of stock subject to option, and
the price per share thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of common stock of the Corporation
effected without receipt of consideration by the Corporation or resulting from
any split up, reclassification, distribution of a stock dividend, or other
subdivision or consolidation of shares. Any fraction of a share subject to
option that would otherwise result from an adjustment pursuant to the foregoing
shall be rounded downward to the next full number of shares without other
compensation or consideration to Grantee. If the Corporation is reorganized, or
consolidated or merged with another corporation, Grantee shall be entitled to
receive options to purchase shares of the reorganized, consolidated or merged
corporation in the same proportion, at an equivalent price, and subject to the
same terms and conditions. Upon dissolution or liquidation of the Corporation,
or a merger or consolidation, which the Corporation is not the surviving
corporation, the Grantee shall have the right immediately prior to such
dissolution or liquidation, or merger or consolidation, to exercise this option
in whole or in part. All adjustments provided for herein shall be made by the
Corporation's Board of Directors, whose determination in that respect shall be
final. Whenever the Corporation takes any action resulting in any adjustment
provided for herein, it shall forthwith deliver notice of such action to the
Grantee, setting forth the number of shares, and the purchase price thereof,
resulting from such adjustment.
5. RIGHTS PRIOR TO EXERCISE. Grantee shall have no rights as a
shareholder with respect to the option shares until payment of the option price
and delivery of a certificate for such shares as provided herein. This option is
nontransferable by Grantee, except in the event of
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his or her death as provided in Paragraph 3(c) above; and during Grantee's
lifetime is exercisable only by Grantee.
6. OTHER PROVISIONS.
a. GENERAL. Nothing contained in this Agreement shall confer
upon Grantee the right to continue in the employ of the Corporation or any other
corporation affiliated with the Corporation, or interfere in any way with the
rights of the Corporation or any corporation affiliated with the Corporation to
terminate his or her employment.
Nothing contained in this Agreement shall impose any
liability or responsibility on the Corporation, the Board of Directors, the
Committee or any member of either of the foregoing to pay, or reimburse Grantee
for the payment of any tax arising out of, or on account of the issuance of an
option or options hereunder to Grantee, Grantee's exercise of any option issued
under this Agreement or Grantee's sale, transfer or other disposition of the
Shares acquired pursuant to the exercise of an option issued hereunder. Grantee
hereby acknowledges and agrees that his or her participation is voluntary and
that he or she will be solely responsible for all taxes to which he or she may
be or become subject as a consequence of such participation.
The terms of the Plan are hereby incorporated by
reference, and in the event of any inconsistency between this document and the
Plan, the terms of the Plan shall control.
b. CHOICE OF LAW. This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of California including all matters of construction, validity,
performance, and enforcement and without giving effect to the principles of
conflict of laws.
d. JURISDICTION. The parties submit to the jurisdiction of the
Courts of the State of California or a Federal Court impaneled in the State of
California for the resolution of all legal disputes arising under the terms of
this Agreement, including, but not limited to, enforcement of any arbitration
award.
e. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument. The provisions hereof shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors, and assigns.
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f. ATTORNEYS' FEES. Except as otherwise provided herein, if a
dispute should arise between the parties including, but not limited to
arbitration, the prevailing party shall be reimbursed by the non-prevailing
party for all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall
be a premium for result or for risk of loss under a contingency fee arrangement.
IN WITNESS WHEREOF, this option is executed on behalf of the
Corporation by its duly authorized officers and by Grantee as of the day and
year first above written.
Tangible Asset Galleries, Inc.
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By: Xxxxxxx X. XxXxxxxx
Its: Chief Executive Officer
Grantee
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