RETROSPETTIVA, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
UNDER THE 1996 STOCK OPTION PLAN
Between:
RETROSPETTIVA, INC. (the "Company") and ____________________________ (the
"Consultant") dated _______________.
The Company hereby grants to the Consultant an option (the
"Option") to purchase __________ shares of the Company's common stock under
the Retrospettiva, Inc. 1996 Stock Option Plan (the "Plan") upon the
following terms and conditions:
1. PURCHASE PRICE. The purchase price of the Stock shall be _________
per share, which is not less than the fair market value of the Stock on the
date of this Agreement.
2. NON-STATUTORY OPTION. The Option shall be a Non-Statutory Option,
as defined in the Plan.
3. PERIOD OF EXERCISE. The Option will expire ten years from the date
of this Agreement. The Option may be exercised only while the Consultant is
actively providing consulting services to the Company and as provided in
Section 5, dealing with termination of services.
4. The Option may be exercised for up to, but not in excess of, the
amounts of shares subject to the Option specified below, based on the
Consultant's number of years of continuous services with the Company from the
date hereof. In applying the following limitations, the amount of shares, if
any, previously purchased by Consultant shall be counted in determining the
amount of shares the Consultant can purchase at any time in accordance with
said limitations. The Consultant may exercise the Option in the following
amounts and in accordance with the conditions set forth in paragraph 7.3 of
the Plan:
(1) After one (1) year of continuous services to the
Company, the Consultant may purchase up to 33.3% of the
shares of Stock subject to the Option;
(2) After two (2) years of continuous services to the
Company, the Consultant may purchase up to 66.6% of the
shares of Stock subject to the Option;
(3) After three years of continuous services to the
Company, the Consultant may purchase all shares of Stock
subject to the Option.
In the event the Consultant's services with the Company are terminated
due to Consultant's disability or death as described in paragraphs 5(a) and
5(b), the foregoing vesting schedule shall be accelerated and the Option
shall upon such disability or death become exercisable in whole or in part,
but it shall not be exercisable after the expiration of four (4) years from
the date hereof. This Option may not be exercised for less than fifty shares
at any time unless the number of shares purchased is the total number
purchasable at the time under the Option.
5. TRANSFERABILITY. This Option is not transferable except by will or
the laws of descent and distribution and may be exercised during the lifetime
of the Consultant only by him.
6. TERMINATION OF SERVICES. In the event of a termination in the
providing of consulting services by Consultant, including serving as a
Non-employee Director as defined in the Plan, to the Company, the Option may
be exercised (to the extent exercisable at the date of his termination) by
the Consultant within three months after the date of such termination;
provided, however, that:
(a) If the Consultant's consulting relationship is terminated because
he is disabled within the meaning of Internal Revenue Code section
422A, the Consultant shall have one year rather than three months to
exercise the Option (to the extent exercisable at the date of his
termination).
(b) If the Consultant dies, the Option may be exercised (to the
extent exercisable by the Consultant at the date of his death) by his
legal representative or by a person who acquired the right to exercise
such option by bequest or inheritance or by reason of the death of the
Consultant, but the Option must be exercised within one year after the
date of the Consultant's death.
(c) If the Consultant's consulting relationship is terminated for
cause, this Option shall terminate immediately.
(d) In no event (including death of the Consultant) may this Option
be exercised more than ten years from the date hereof.
7. NO GUARANTEE OF SERVICES. This Agreement shall in no way restrict
the right of the Company or any Subsidiary Corporation to terminate
Consultant's consulting relationship at any time.
8. INVESTMENT REPRESENTATION; LEGEND. The Consultant (and any other
purchaser under paragraphs 5(a) or 5(b) hereof) represents and agrees that
all shares of Stock purchased by him under this Agreement will be purchased
for investment purposes only and not with a view to distribution or resale.
The Company may require that an appropriate legend be inscribed on the face
of any certificate issued under this Agreement, indicating that transfer of
the Stock is restricted, and may place an appropriate stop transfer order
with the Company's transfer agent with respect to the Stock.
9. METHOD OF EXERCISE. The Option may be exercised, subject to the
terms and conditions of this Agreement, by written notice to the Company.
The notice shall be in the form
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attached to this Agreement and will be accompanied by payment (in such form
as the Company may specify) of the full purchase price of the Stock to be
issued, and in the event of an exercise under the terms of paragraphs 5(a) or
5(b) hereof, appropriate proof of the right to exercise the Option. The
Company will issue and deliver certificates representing the number of shares
purchased under the Option, registered in the name of the Consultant (or
other purchaser under paragraph 5 hereof) as soon as practicable after
receipt of the notice.
10. INCORPORATION OF PLAN. This Agreement is made pursuant to the
provisions of the Plan, which Plan is incorporated by reference herein.
Terms used herein shall have the meaning employed in the Plan, unless the
context clearly requires otherwise. In the event of a conflict between the
provisions of the Plan and the provisions of this Agreement, the provisions
of the Plan shall govern.
RETROSPETTIVA, INC.
By
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President
ACCEPTED:
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Consultant
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RETROSPETTIVA, INC.
NOTICE OF EXERCISE OF STOCK OPTION ISSUED
UNDER THE 1996 STOCK OPTION PLAN
To: Compensation Committee
Retrospettiva, Inc.
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I hereby exercise my Option dated __________ to purchase __________
shares of _____ par value common stock of the Company at the option exercise
price of $__________ per share. Enclosed is a certified or cashier's check
in the total amount of $__________, or payment in such other form as the
Company has specified.
I represent to you that I am acquiring said shares for investment
purposes and not with a view to any distribution thereof. I understand that
my stock certificate may bear an appropriate legend restricting the transfer
of my shares and that a stock transfer order may be placed with the Company's
transfer agent with respect to such shares.
I request that my shares be issued in my name as follows:
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(Print your name in the form in which you
wish to have the shares registered)
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(Social Security Number)
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(Street and Number)
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(City) (State) (Zip Code)
Dated: _______________, 19__.
Signature:
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