INCENTIVE STOCK OPTION AGREEMENT Incentive Stock Option Agreement
EXHIBIT
11.1
June
15,
2007
Xxxxx
Xxxxx
0000
00xx
Xxxxxx
Xxxxxxx
Xxxxx, XX 00000
Dear
Xx.
Xxxxx:
I
am
pleased to inform you that InfoSearch Media, Inc. (the “Company”) has granted
you incentive
stock options
to
purchase shares of the Company’s common stock as set forth below.
The
grant
of this option is made pursuant to the MAC Worldwide, Inc. (predecessor to
the
Company) 2004 Stock Option Plan (the “Plan”). This Stock Option is intended to
qualify as an “incentive stock option” under Section 422 of the Internal Revenue
Code of 1986, as amended. The terms of the Plan are incorporated into this
letter and in the case of any conflict between the Plan and this letter, the
terms of the Plan shall control. Unless otherwise noted, capitalized terms
shall
have the meaning assigned to them in the Plan.
Now,
therefore, in consideration of the foregoing and the mutual covenants
hereinafter set forth:
1. Incentive
Stock Option.
The
Company hereby grants you an incentive stock option (“ISO”) to purchase from the
Company 1,000,000 shares of Company common stock (“Company Stock”) at a price of
$0.14 per share. The Date of Grant is June 11, 2007. Unless earlier exercised
or
terminated in accordance with the terms hereunder and in the Plan, this ISO
will
expire on the date that is the 10th year anniversary
of the Date of Grant.
2. Entitlement
to Exercise the ISO.
The
grant of the ISO is subject to the following terms and conditions:
(a) The
ISO
shall be exercisable in accordance with the following schedule:
One
thirty sixth (1/36th)
of the
shares shall vest on July 11, 2007 and the balance shall vest in equal monthly
installments over your next 35 months of service with the Company after that;
until all shares have fully vested on the three year anniversary of the grant
date.
The
ISO
shall cease to vest as of the date of termination for any reason of
your
employment or other relationship underlying the issuance of this ISO.
(b) If
you
die when any portion of the ISO is exercisable, then the person to whom your
rights under the ISO shall have passed by will or by the laws of distribution
may exercise any of the exercisable portion of the ISO within one (1) year
after
your death, provided
that no ISO may be exercised in any event more than 10 years after the Date
of
Grant.
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4. Method
of Exercise & Payment Under ISO.
You may
exercise the vested portion of the ISO in whole or in part, by giving written
notice to the Company which shall state the election to exercise the ISO and
the
number of shares of Company Stock with respect to which the ISO is being
exercised. The written notice shall be signed by the person exercising the
ISO,
shall be delivered to the Corporate Secretary of the Company at the Company’s
principal executive office, and shall be accompanied by payment in full of
the
exercise price for the shares of Company Stock being purchased, by delivery
of
cash or check.
5. Tax
Withholding.
As a
condition of exercise, you agree that at the time of exercise that you will
pay
to the Company the Applicable Withholding Taxes, if any, that the Company is
required to withhold in connection with the exercise of the ISO. To satisfy
the
Applicable Withholding Taxes, you may elect to (i) make cash payment or
authorize additional withholding from cash compensation, (ii) deliver Mature
Shares (valued at their Fair Market Value) or (iii) have the Company retain
that
number of shares of Company Stock that would satisfy all or a portion of the
Applicable Withholding Taxes.
6. Transferability
of ISO.
The ISO
is not transferable by you (other than by will or by the laws of descent and
distribution) and may be exercised during your lifetime only by
you.
7. Termination
of ISO.
In the
event that your employment or other relationship underlying the issuance of
this
ISO is terminated for Cause, your vested and non-vested ISO rights shall be
forfeited and terminated immediately and may not thereafter be exercised to
any
extent.
In
the
event that your employment or other relationship underlying the issuance of
this
ISO is terminated by you or the Company for any reason other than Cause or
your
death, you shall have the right to exercise the portion of the ISO that has
vested as of the date of such termination at any time during the ninety (90)
day
period following the date of such termination, and not thereafter, provided
that
no ISO may be exercised in any event more than ten (10) years after the Date
of
Grant.
8. Adjustments.
If the
number of outstanding shares of Company Stock is increased or decreased as
a
result of one or more stock splits, reverse stock splits, stock dividends,
recapitalizations, mergers, share exchange acquisitions, combinations or
reclassifications, the number of shares with respect to which you have an
unexercised ISO and the ISO price shall be appropriately adjusted as provided
in
the Plan.
9. Delivery
of Certificate.
The
Company may delay delivery of the certificate for shares purchased pursuant
to
the exercise of an ISO until (i) receipt of any required representation by
you
or completion of any registration or other qualification of such shares under
any state or federal law regulation that the Company’s counsel shall determine
as necessary or advisable, and (ii) receipt by the Company of advice by counsel
that all applicable legal requirements have been complied with. As a condition
of exercising the ISO, you may be required to execute a customary written
indication of your investment intent and such other agreements the Company
deems
necessary or appropriate to comply with applicable securities laws.
10. No
Guaranteed Right of Employment.
If you
are employed by the Company, nothing contained herein shall confer upon you
any
right to be continued in the employment of the Company or interfere in any
way
with the right of the Company to terminate your employment at any time for
any
cause.
11. Notice
of Disqualifying Dispositions.
You
agree to notify the Company in writing immediately after you make a disposition
of any shares acquired upon exercise of this ISO if such disposition occurs
before the later of (a) the date that is two years after the Date of Grant,
or
(b) the date that is one year after the date that you acquired such shares
upon
exercise of this ISO.
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12. Notices.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business, and shall be delivered to you in person or mailed or delivered to
you
at the address set forth below, or in either case at such other address as
one
party may subsequently furnish to the other party in writing.
13. Choice
of Law.
This
Agreement shall be governed by Delaware law, without giving effect to the
conflicts of laws provisions thereof.
| INFOSEARCH MEDIA, INC. | |
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By:
Xxxxxx Xxxxxxx
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Title:
Chief Executive Officer
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ACKNOWLEDGEMENT
BY OPTIONEE
The
foregoing ISO is hereby accepted and the terms and conditions thereof hereby
agreed to by the undersigned as of the Date of Grant specified
above.
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OPTIONEE
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Xxxxx
Xxxxx
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Optionee’s
Signature
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Optionee’s
Address:
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