EXHIBIT 4.02
NON-QUALIFIED STOCK OPTION
THIS NON-QUALIFIED STOCK OPTION (the "Option") is granted this________
day of __________________ 1999, by Caldera Corporation, a Florida
corporation, (the "Company") pursuant to a resolution of the Board of
Directors of the Company, under the terms of the 1997 Non-Qualified Stock
Option Plan of the Company, as amended, (the "Plan") to
______________________ ("Optionee").
RECITALS:
__________
WHEREAS, the Company has engaged Optionee to provided services to the
Company and as compensation for which the Company has agreed to issue
Optionee options to purchase up to ____________________ shares of the
Company's common stock, par value $.0025 (the "Common Stock"); and
WHEREAS, the Company has agreed to issue the Options pursuant to its
Plan and to register the shares of Common Stock issuable on exercise of the
Options under an S-8 registration statement filed with the Securities and
Exchange Commission.
NOW, THEREFORE, in consideration of the mutual terms and conditions of
this Option, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocable grants to
Optionee the right and option to purchase all or any part of an aggregate
of ____________________ shares of Common Stock on the terms and conditions
hereof.
2. EXERCISE PRICE. The exercise price of this Option shall be
$___________ per share.
3. TERM OF OPTION. Subject to the other provisions contained
herein, the Option may be exercised, in whole or in part, at any time
commencing the opening of the first business day ___ months from the date
hereof and prior to 12:00 midnight __________ years from the date of this
Option.
4. SHAREHOLDER'S RIGHTS. The Optionee shall have the rights of a
shareholder only with respect to Common Stock fully paid for by Optionee
under this Option.
5. PERSONS ENTITLED TO EXERCISE. During the Optionee's lifetime,
this Option can only be exercised by the Optionee, and neither this Option
nor any right hereunder can be transferred other than by testamentary
disposition or the laws of descent and distribution. Neither this Option
nor any right hereunder shall be subject to lien, attachment, execution, or
similar process. In the event of any alienation, assignment, pledge,
hypothecation, or other transfer of this Option or any right hereunder, or
in the event of any levy, attachment, execution, or similar process, this
Option and all rights granted hereunder shall be immediately null and void.
6. ADJUSTMENT TO NUMBER OF SHARES OF COMMON STOCK. The number of
shares of Common Stock subject to this Option shall be adjusted to take
into account any stock split, stock dividend, or recapitalization of the
Common Stock of the Company as provided in the Plan.
7. METHOD OF EXERCISE. This Option may be exercised, in accordance
with all of the terms and conditions set forth in this Option and the Plan,
by delivery of a notice of exercise, a form of which is attached hereto as
Exhibit "A" and incorporated herein by this reference, setting forth the
number of Options to be exercised together with either:
a. A certified check or bank check payable to the order of the
Company in the amount of the full exercise price of the Common Stock being
purchased;
b. Shares of Common Stock of the Company already owned by the
Optionee equal to the exercise price with the Common Stock valued at its
fair market value based on the closing bid quotation for such stock on the
close of business on the day last preceding the date of the exercise of
such Option, as reported on the OTC Bulletin Board, or if not quoted on the
OTC Bulletin Board, then as determined by the Company through any other
reliable means of determination available on the close of business on the
day last preceding the date of such exercise;
c. Options or other rights to purchase Common Stock valued at
the amount by which the closing bid quotations (as determined in accordance
with subparagraph (b) above) of the Common Stock subject to options or
other rights exceeds the exercise or purchase price provided on such
options or rights; or
d. Cancellation of debt owed by the Company to the Optionee,
including debt incurred for professional services rendered, employment
relationships, or otherwise, upon presentation of an invoice for services
provided to the Company.
As soon as practicable after receipt by the Company of such notice, a
certificate or certificates representing such shares of Common Stock shall
be issued in the name of the Optionee, or, if the Optionee shall so request
in the notice exercising the Option, in the name of the Optionee and
another person jointly, with right of survivorship, and shall be delivered
to the Optionee. If this Option is not exercised with respect to all
Common Stock subject hereto, Optionee shall be entitled to receive a
similar Option of like tenor covering the number of shares of Common Stock
with respect to which this Option shall not have been exercised.
8. AVAILABILITY OF SHARES. During the term of this Option, the
Company shall at all times keep available for issuance the number of shares
of Common Stock subject to this Option.
9. LIMITATIONS ON RIGHT TO EXERCISE. If the Board of Directors, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law,
this Option may not be exercised, in whole or in part, until such listing,
registration, or qualification shall have been obtained free of any
conditions not acceptable to the board.
10. RESTRICTIONS ON TRANSFER. The Option and the Common Stock
subject to the Option (collectively referred to as the "Securities") are
subject to registration under the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable state securities statutes. Optionee
acknowledges that unless a registration statement with respect to the
Securities is filed and declared effective by the Securities and Exchange
Commission, and the appropriate state governing agency, the Securities have
or will be issued in reliance on specific exemptions from such registration
requirements for transactions by an issuer not involving a public offering
and specific exemptions under state statutes. Any disposition of the
Securities may, under certain circumstances, be inconsistent with such
exemptions. The Securities may be offered for sale, sold, or otherwise
transferred only if (i) registered under the Securities Act, and in some
cases, under the applicable state securities acts, or, if not registered,
(ii) only if pursuant to an exemption from such registration requirements
and only after the Optionee provides an opinion of counsel or other
evidence satisfactory to the Company to the effect that registration is not
required. In some states, specific conditions must be met or approval of
the securities regulatory authorities may be required before any such offer
or sale. If Rule 144 is available (and no assurance is given that it would
be), only routine sales of the Common Stock in limited amounts can be made
after one year following the acquisition date of the Securities, as
determined under Rule 144(d), in accordance with the terms and conditions
of Rule 144. The Company is under no obligation to make Rule 144
available. In the event Rule 144 is not available, compliance with
Regulation A or some other disclosure exemption may be required before the
Optionee can sell, transfer, or otherwise dispose of the Securities without
registration.
If the Securities are not registered, the Company may refuse to
transfer the Securities to any transferee who does not furnish in writing
to the Company the same representations and warranties set forth in this
paragraph and agree to the same conditions with respect to such Securities
as are set forth herein. The Company may further refuse to transfer the
Securities if certain circumstances are present reasonably indicating that
the proposed transferee's representations are not accurate. In any event,
in the absence of an effective registration statement covering the
Securities, the Company may refuse to consent to any transfer in the
absence of an opinion of legal counsel, satisfactory to and independent of
counsel of the Company, that such proposed transfer is consistent with the
above conditions and applicable securities laws.
11. RECORD OWNER. The Company may deem the Optionee as the absolute
owner of this Option for all purposes. This Option is exercisable only by
the Optionee or by the Optionee's duly designated or appointed
representative. This Option is not assignable except as set forth in the
Plan.
12. VALIDITY AND CONSTRUCTION. The validity and construction of this
Option shall be governed by the laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have executed this document the
day and year first above written.
Company: Caldera Corporation
By __________________________________________
Its ___________________________________
Optionee: _______________________________________
Signature
EXHIBIT A
FORM OF EXERCISE
(To be signed only upon exercise of Option)
To: Caldera Corporation
The undersigned, the owner of the attached Option, hereby irrevocable
elects to exercise the purchase rights represented by the Option for, and
to purchase thereunder, _____________ shares of Common Stock of Caldera
Corporation Enclosed is payment in the amount of $_______________ as the
exercise price of the Common Stock to be acquired. Please have the
certificate(s) registered in the name of
___________________________________ and delivered to
___________________________________________. If this exercise does not
include all of the Common Stock covered by the attached Option, please
deliver a new Option of like tenor for the balance of the Common Stock to
the undersigned at the foregoing address.
DATED this ______ day of __________ 19___.
____________________________
Signature of Optionee