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Exhibit 10.4
WORLD COMMERCE ONLINE, INC.
STOCK OPTION AGREEMENT
FOR
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AGREEMENT
1. Grant of Option. World Commerce Online, Inc. (the "Company")
hereby grants, as of __________, to ____________________ (the "Optionee") an
option (the "Option") to purchase up to _______________ shares of the Company's
Common Stock, $.001 par value per share (the "Shares"), at an exercise price
per share equal to $_____________. The Option is issued pursuant to the
Company's 1999 Stock Option Plan (the "Plan"), which is incorporated herein for
all purposes. The Option is an Incentive Stock Option, and not a Nonqualified
Stock Option. The Optionee hereby acknowledges receipt of a copy of the Plan
and agrees to be bound by all of the terms and conditions hereof and thereof
and all applicable laws and regulations. The Option is subject to: (a) the
receipt by the Optionee of the required disclosures under Rule 701 (e) of the
Securities Act of 1933; and (b) the terms and conditions set forth herein.
2. Definitions. Unless otherwise provided herein, terms used
herein that are defined in the Plan and not defined herein shall have the
meanings attributed thereto in the Plan.
3. Exercise Schedule. Except as otherwise provided in Section 6
of this Agreement, or in the Plan, the Option is exercisable in installments as
provided below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a percentage of Shares as provided below,
the Option may thereafter be exercised by the Optionee, in whole or in part, at
any time or from time to time prior to the expiration of the Option as provided
herein. The following table indicates each date (the "Vesting Date") upon which
the Optionee shall be entitled to exercise the Option with respect to the
percentage of Shares granted as indicated beside the date, provided that the
Optionee has been continuously employed by the Company or a Subsidiary through
and on the applicable Vesting Date:
Percentage of Shares Vesting Date
Except as otherwise specifically provided herein, there shall be no
proportionate or partial vesting in the periods prior to each Vesting Date, and
all vesting shall occur only on the appropriate Vesting Date. Upon an
Optionee's termination of employment with the Company and its Subsidiaries, any
unvested portion of the Option shall terminate and be null and void.
4. Method of Exercise. The vested portion of the Option shall be
exercisable in whole or in part in accordance with the exercise schedule set
forth in Section 3 hereof by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by
the Company pursuant to the provisions of the Plan. Such written notice shall
be signed by the Optionee and shall be delivered in person or by certified mail
to the Secretary of the Company. This Option shall be deemed to be exercised
after: (a) receipt by the Company of such written notice; (b) full
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payment of the aggregate option price of the Shares as to which the Option is
exercised has been made; and (c) arrangements that are satisfactory to the
Committee in its sole discretion have been made for Optionee's payment to the
Company of the amount that is necessary to be withheld in accordance with
applicable Federal or state withholding requirements. No Shares will be issued
pursuant to the Option unless and until such issuance and such exercise shall
comply with all relevant provisions of applicable law, including the
requirements of any stock exchange upon which the Shares then may be traded.
5. 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: (1) cash; (2) certified or official bank check; (3) money order; (4)
Shares that have been held by the Optionee for at least six (6) months (or such
other Shares as the Company determines will not cause the Company to recognize
for financial accounting purposes a charge for compensation expense); (5)
pursuant to a "cashless exercise" procedure, by delivery of a properly executed
exercise notice together with such other documentation, and subject to such
guidelines, as the Committee shall require to effect an exercise of the Option
and delivery to the Company by a licensed broker acceptable to the Company of
proceeds from the sale of Shares or a margin loan sufficient to pay the
exercise price and any applicable income or employment taxes; or (6) in such
other consideration as the Committee deems appropriate, or by a combination of
the above.
6. Termination of Option.
(a) Any unexercised portion of the Option shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of:
(i) unless the Committee or the Board otherwise
determines in writing in its sole discretion, three months after the date on
which the Optionee's employment with the Company is terminated for any reason
other than by reason of (A) Cause, which, solely for purposes of this
Agreement, shall mean the termination of the Optionee's employment by reason of
the Optionee's willful misconduct or gross negligence, (B) a mental or physical
disability (within the meaning of Section 22(e) of the Internal Revenue Code)
of the Optionee as determined by a medical doctor satisfactory to the Committee
or the Board, or (C) death;
(ii) immediately upon the termination of the
Optionee's employment with the Company for Cause;
(iii) twelve months after the date on which the
Optionee's employment with the Company is terminated by reason of a mental or
physical disability (within the meaning of Section 22(e) of the Internal
Revenue Code) as determined by a medical doctor satisfactory to the Committee
or the Board;
(iv) twelve months after the date of termination
of the Optionee's employment with the Company by reason of the death of the
Optionee (or three months after the date on which the Optionee shall die if
such death shall occur during the one year period specified in paragraph (iii)
of this Section 6).
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(b) To the extent not previously exercised: (i) the
Option shall terminate immediately in the event of (1) the liquidation or
dissolution of the Company, or (2) any reorganization, merger, consolidation or
other form of corporate transaction in which the Company does not survive,
unless the successor corporation, or a parent or subsidiary of such successor
corporation, assumes the Option or substitutes an equivalent option or right
pursuant to Section 10(c) of the Plan; and (ii) the Committee or the Board in
its sole discretion may by written notice ("cancellation notice") cancel,
effective upon the consummation of any corporate transaction described in
Subsection 8(b)(i) of the Plan in which the Company does survive, the Option
(or portion thereof) that remains unexercised on such date. The Committee or
the Board shall give written notice of any proposed transaction referred to in
this Section 6(b) a reasonable period of time prior to the closing date for
such transaction (which notice may be given either before or after approval of
such transaction), in order that Optionee may have a reasonable period of time
prior to the closing date of such transaction within which to exercise the
Option if and to the extent that it then is exercisable (including any portion
of the Option that may become exercisable upon the closing date of such
transaction). The Optionee may condition his exercise of the Option upon the
consummation of a transaction referred to in this Section 6(b).
7. Transferability. The Option granted hereby is not transferable
otherwise than by will or under the applicable laws of descent and
distribution, and during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee, or the Optionee's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate
the Option, or in the event of any levy upon the Option by reason of any
execution, attachment or similar process contrary to the provisions hereof, the
Option shall immediately become null and void.
8. No Rights of Stockholders. Neither the Optionee nor any
personal representative (or beneficiary) shall be, or shall have any of the
rights and privileges of, a stockholder of the Company with respect to any
shares of Stock purchasable or issuable upon the exercise of the Option, in
whole or in part, prior to the date of exercise of the Option.
9. No Right to Continued Employment. Neither the Option nor this
Agreement shall confer upon the Optionee any right to continued employment or
service with the Company.
10. Law Governing. This Agreement shall be governed in accordance
with and governed by the internal laws of the State of Florida.
11. Incentive Stock Option Treatment. The terms of this Option
shall be interpreted in a manner consistent with the intent of the Company and
the Optionee that the Option qualify as an Incentive Stock Option under Section
422 of the Code. If any provision of the Plan or the Agreement shall be
impermissible in order for the Option to qualify as an Incentive Stock Option,
then the Option shall be construed and enforced as if such provision had never
been included in the Plan or the Option.
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12. Interpretation/Provisions of Plan Control. This Agreement
is subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan adopted by the Committee
as may be in effect from time to time. If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the
Plan, the Plan shall control, and this Agreement shall be deemed to be modified
accordingly. The Optionee accepts the Option subject to all the terms and
provisions of the Plan and this Agreement. The undersigned Optionee hereby
accepts as binding, conclusive and final all decisions or interpretations of
the Committee upon any questions arising under the Plan and this Agreement.
13. Notices. Any notice under this Agreement shall be in writing
and shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and
addressed, in the case of the Company, to the Company's Secretary at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or if the Company should move its
principal office, to such principal office, and, in the case of the Optionee,
to the Optionee's last permanent address as shown on the Company's records,
subject to the right of either party to designate some other address at any
time hereafter in a notice satisfying the requirements of this Section.
14. Tax Consequences. Set forth below is a brief summary as of
the date of this Option of some of the federal tax consequences of exercise of
this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
(a) Exercise of Option. There will be no regular federal
income tax liability upon the exercise of the Option, although the excess, if
any, of the fair market value of the Shares on the date of exercise over the
Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject the Optionee to the alternative
minimum tax in the year of exercise.
(b) Disposition of Shares. If Shares transferred
pursuant to the Option are held for at least one year after exercise and are
disposed of at least two years after the Date of Grant, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares purchased under an Option are disposed
of within such one-year period or within two years after the Date of Grant, any
gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the difference between the
Exercise Price and the lesser of: (i) the fair market value of the Shares on
the date of exercise; or (ii) the sale price of the Shares.
(c) Notice of Disqualifying Disposition of Option Shares.
If Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to the Option on or before the later of: (i) the date two years after the Date
of Grant; (ii) the date one year after the date of exercise, the Optionee shall
immediately notify the Company in writing of such disposition. Optionee agrees
that Optionee may be subject to the income tax withholding by the Company on
the
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compensation income recognized by the Optionee from the early disposition by
payment in cash or out of the current earnings paid to the Optionee.
IN WITNESS WHEREOF, the undersigned have executed this Stock Option
Agreement as of the ____ day of ____________, 1999.
COMPANY:
WORLD COMMERCE ONLINE, INC.
By:
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▇▇▇▇▇▇ ▇▇▇▇, Chief Executive Officer and
President
Optionee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof.
Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option, and
fully understands all provisions of the Option.
Dated: OPTIONEE:
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By:
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