EXHIBIT 4.14
I-LINK INCORPORATED
STOCK OPTION AGREEMENT
(SENIOR EXECUTIVE -- NON-QUALIFIED/NON-STATUTORY)
Name of Optionee: XXXX XXXXXXX ("Opitonee")
OPTIONED SHARES: 200,000
Exercise Price: $3.563
Date of Grant: SEPTEMBER 9, 1999
Term of Option: 10 YEARS (SEPTEMBER 9, 2009)
THIS STOCK OPTION AGREEMENT evidences and governs the grant by
I-Link Incorporated (the "Company") to Optionee of an option to purchase the
total number of shares of the Company's Common Stock indicated above as the
"Optioned Shares", at the Exercise Price set forth immediately above, in
partial consideration of Optionee's services as an executive employee. This
option grant is not made under the Company's current statutory incentive
stock option plan and is deemed to be unqualified and non-statutory.
1. NATURE OF THE OPTION. This Option is a non-qualified,
non-statutory option.
2. EXERCISE PRICE. The exercise price for each Optioned Share is
that price set forth immediately above.
3. EXERCISE OF OPTION. This Option shall be exercisable during its
Term (as defined in Section 9 below) in accordance with the following
provisions:
(i) VESTING, RIGHT TO EXERCISE.
(a) So long as Optionee shall remain an employee of the
Company, this Option shall vest as follows: the Option as to
33,340 shares shall vest upon the date of this Agreement;
thereafter, the remaining Options shall vest in ten equal
calendar-quarterly installments of 16,666 shares each, with the
first such installment to vest on October 1, 1999, and the
remainder of the installments to vest on the first day of each
successive calendar-quarter until fully vested. Upon any "change
of control" of the Company (as defined hereafter), all of
Optionee's then unvested Options shall thereupon immediately
vest. "Change of control" shall mean a direct or indirect
transfer, in one or more transactions, of fifty percent (50%) or
more of the legal or beneficial ownership of the voting stock in
the Company to anyone other than an entity controlled by the
current shareholders, or the sale of substantially all of the
assets of the Company. This Agreement and its vesting terms shall
be subject to the terms of the written Employment Agreement
between Optionee and the Company dated September 9, 1999. Except
as otherwise provided in such Employment Agreement, in the event
Optionee's employment with the Company shall terminate, all then
unvested Options shall be cancelled.
(b) This Option may not be exercised in fractional shares.
(c) In the event of Optionee's death, the exercisability of
the Option is governed by Section 8 of this Agreement.
(ii) METHOD OF EXERCISE. This Option shall be exercisable in
one or more increments by written notice delivered to the Secretary the
Company which shall state the election to exercise the Option and the
number of Optioned Shares in respect of which the Option is being
exercised (the "Exercised Option Shares"). Such written notice shall be
signed by the Optionee and shall be delivered in person, by facsimile,
by overnight courier service, or by certified mail to the Secretary of
the Company. The written notice shall be accompanied by payment of the
exercise price.
4. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee:
(i) Cash;
(ii) Check;
(iii) Surrender, concurrent with delivery of the notice of
exercise, of other of the Company's Common shares which have a fair
market value (evidenced by the closing price of the Company's publicly
traded shares as reported for the trading day immediately preceding the
date of surrender) ("Market Value") equal to the aggregate exercise
price of the Exercised Optioned Shares;
(iv) Surrender for cancellation of unexpired, vested Option
rights as to such number of Optioned Shares as shall equal the quotient
obtained by dividing (A) the product of the Exercised Optioned Shares
and the exercise price per Optioned Share by (B) the closing price of a
share of the Company's publicly-traded Common Stock as quoted on the
day of exercise (or if the Company's Common Stock is not listed on or
quoted by a securities exchange, the then current per-share fair market
price as it may be reasonably and mutually determined by the Company
and Optionee), in which event the Company shall reissue to Optionee a
new option agreement (containing terms identical to this Opton
Agreement) representing any remaining Option rights to acquire Optioned
Shares that shall not have been so surrendered and exercised; or
(v) Delivery of a properly executed exercise notice together
with such other documentation as the Company and the broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay
the exercise price.
5. REGISTRATION OF OPTIONED SHARES. It is the Company's intention to
file with the United States Securities and Exchange Commission a registration
statement on Form S-8 as soon as is practicable, registering for resale its
Common shares underlying certain options issued to employees, directors and
consultants. The Company shall use its best efforts to undertake such S-8
registration as soon as is practicable, and to include the Optioned Shares in
such registration.
6. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Optioned Shares upon such exercise or the method of payment
of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulations, or if
such issuance would not comply with the requirements of any stock exchange
upon which the Optioned Shares may then be listed. To the extent the
circumstances giving rise to any such restriction are reasonably within the
Company's ability to control, the Company shall undertake its best efforts to
timely remedy the circumstances giving rise to such restriction. As a
condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by any
applicable law or regulation.
7. MERGER AND CONSOLIDATION. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger which
does not result in any reclassification or change of the outstanding Common
Stock), the corporation formed by such consolidation or merger shall execute
and deliver to the Optionee a supplemental option agreement providing that
the Optionee shall have the right thereafter (until the expiration of the
Option) to receive, upon exercise of the Option, the kind and amount of
shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock
of the Company for which the Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer. The above provisions
of this subsection shall similarly apply to successive consolidations or
mergers.
8. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
9. TERM OF OPTION. This Option may not be exercised more than ten
(10) years from the date of grant of this Option (the "Term"), and may be
exercised during such period only in accordance with the terms of this Option.
10. TAXATION UPON EXERCISE OF OPTION. Optionee understands that,
upon exercise of this Option, he will recognize income for tax purposes in an
amount equal to the excess of the then fair market value of the Optioned
Shares purchased over the exercise price paid for such Optioned Shares. In
the event Optionee is subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended, under certain limited circumstances the measurement and
timing of such income (and the commencement of any capital gain holding
period) may be deferred, and the Optionee is advised to contact a tax advisor
concerning the application of Section 83 of the Code in general and the
availability an 83(b) election in particular in connection with the exercise
of the Option. Upon a resale of such Optioned Shares by the Optionee, any
difference between the sale price and the fair market value of the Optioned
Shares on the date of exercise of the Option, to the extent not included in
income as described above, will be treated as capital gain or loss.
IN WITNESS WHEREOF, this Option Agreement is executed and made
effective as of the Grant Date set forth above.
I-LINK INCORPORATED, a Florida corporation
By:
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Xxxxx X. Xxxxx, Secretary
