EXHIBIT 10.7
BIG BUCK BREWERY & STEAKHOUSE, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Big Buck Brewery & Steakhouse, Inc. (the "Company"), desiring to afford
an opportunity to the Grantee named below to purchase certain shares of the
Company's Common Stock, hereby grants to the Grantee, and the Grantee hereby
accepts, an option to purchase the number of such shares specified below, during
a term ending at 5:00 p.m. (prevailing local time at the Company's principal
offices) on the expiration date of this Option specified below, at the option
exercise price specified below, subject to and upon the following terms and
conditions:
1. IDENTIFYING PROVISIONS. As used in this Option, the following
terms shall have the following respective meanings:
(a) Grantee: [GRANTEE]
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(b) Date of grant: MARCH 30, 2001
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(c) Number of shares optioned: 20,000
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(d) Option exercise price per share: $1.00
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(e) Expiration date: MARCH 30, 2006
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This Option is not intended to be and shall not be treated as an
incentive stock option under Section 422 of the Internal Revenue Code.
2. VESTING SCHEDULE AND EXPIRATION. Subject to the provisions
for termination herein, this Option shall be exercisable cumulatively, to the
extent it is vested, as set forth below:
DATE AMOUNT VESTED
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March 30, 2001 25%
March 30, 2002 50%
March 30, 2003 75%
March 30, 2004 100%
3. TERMINATION PROVISIONS - DEATH OF GRANTEE. If the Grantee shall
die while this Option remains exercisable, the Grantee's legal representative or
representatives or the persons entitled to do so under the Grantee's last will
and testament or under applicable intestate laws shall have the right to
exercise this Option, and such right shall expire and this Option shall
terminate one year after the date of the Grantee's death or on the expiration
date of this Option, whichever date is earlier. In all other respects, this
Option shall terminate upon such death.
4. RESTRICTIONS ON TRANSFERABILITY OF OPTION. This Option may not
be transferred by the Grantee other than by will or the laws of descent and
distribution and may be exercised during the Grantee's lifetime only by the
Grantee or the Grantee's guardian or legal representative.
5. ANTIDILUTION ADJUSTMENTS. If the Company shall at any time
hereafter subdivide or combine its outstanding shares of Common Stock, or
declare a dividend payable in Common Stock, the exercise price in effect
immediately prior to the subdivision, combination, or record date for such
dividend payable in Common Stock shall forthwith be proportionately
increased, in the case of combination, or proportionately decreased, in the
case of subdivision or declaration of a dividend payable in Common Stock, and
the number of shares purchasable upon exercise of this Option immediately
preceding such event, shall be changed to the number determined by dividing
the then current exercise price by the exercise price as adjusted after such
subdivision, combination, or dividend payable in Common Stock and multiplying
the result of such division against the number of shares purchasable upon the
exercise of this Option immediately preceding such event, so as to
achieve an exercise price and number of shares purchasable after such event
proportional to such exercise price and number of shares purchasable
immediately preceding such event. All calculations hereunder shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may
be. No fractional shares are to be issued upon the exercise of this Option,
but the Company shall pay a cash adjustment in respect of any fraction of a
share which would otherwise be issuable in an amount equal to the same
fraction of the market price per share of Common Stock on the day of exercise
as determined in good faith by the Company. In case of any capital
reorganization or any reclassification of the shares of Common Stock of the
Company, or in the case of any consolidation with or merger of the Company
into or with another corporation, or the sale of all or substantially all of
its assets to another corporation, which is effected in such a manner that
the holders of Common Stock shall be entitled to receive stock, securities,
or assets with respect to or in exchange for Common Stock, then, as a part of
such reorganization, reclassification, consolidation, merger, or sale, as the
case may be, lawful provision shall be made so that the Grantee shall have
the right thereafter to receive, upon the exercise hereof, the kind and
amount of shares of stock or other securities or property which the Grantee
would have been entitled to receive if, immediately prior to such
reorganization, reclassification, consolidation, merger, or sale, the Grantee
had held the number of shares which were then purchasable upon the exercise
of this Option. In any such case, appropriate adjustment (as determined in
good faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interest thereafter of the Grantee, to the end that the provisions set forth
herein (including provisions with respect to adjustments of the exercise
price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the exercise of this Option.
6. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be
exercised by the Grantee or other person then entitled to exercise it by
giving written notice of exercise to the Company specifying the number of
shares to be purchased and the total purchase price, accompanied by cash, by
cashier's check payable to the order of the Company or by wire transfer to an
account specified by the Company in payment of such price. If the Company is
required to withhold on account of any federal, state or local tax imposed as
a result of such exercise, the notice of exercise shall also be accompanied
by a check to the order of the Company in payment of the amount thus required
to be withheld.
7. RIGHTS IN STOCK BEFORE ISSUANCE AND DELIVERY. No person shall be
entitled to the privileges of stock ownership in respect of any shares issuable
upon exercise of this Option, unless and until such shares have been issued to
such person as fully paid shares.
8. REQUIREMENTS OF LAW. By accepting this Option, the Grantee
represents and agrees for himself or herself and his or her transferees by will
or the laws of descent and distribution that, unless a registration statement
under the Securities Act of 1933 is in effect as to shares purchased upon any
exercise of this Option, (a) any and all shares so purchased shall be acquired
for his or her personal account and not with a view to or for sale in connection
with any distribution, and (b) each notice of the exercise of any portion of
this Option shall be accompanied by a representation and warranty in writing,
signed by the person entitled to exercise the same, that the shares are being so
acquired in good faith for his or her personal account and not with a view to or
for sale in connection with any distribution.
No certificate for shares of stock purchased upon exercise of this
Option shall be issued and delivered unless and until, in the opinion of legal
counsel for the Company, such securities may be issued and delivered without
causing the Company to be in violation of or incur any liability under any
federal, state or other securities law or any other requirement of law or of any
regulatory body having jurisdiction over the Company. The Company may require
that such certificate contain on the face thereof a legend substantially as
follows:
No sale, offer to sell or transfer of the shares represented by this
certificate shall be made without (i) the opinion of counsel
satisfactory to the Company that such sale, offer, or transfer may be
made without registration or qualification under the Securities Act and
applicable state securities laws or (ii) such registration or
qualification.
9. NOTICES. Any notice to be given to the Company shall be
addressed to the Company in care of its Secretary at its principal office,
and any notice to be given to the Grantee shall be addressed to the Grantee
at the address set forth beneath the Grantee's signature hereto or at such
other address as the Grantee may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified, and deposited, postage and registry or certification fees prepaid,
in a post office or branch post office regularly maintained by the United
States Postal Service.
10. RULES OF CONSTRUCTION. This Agreement has been executed and
delivered by the Company in Michigan and shall be construed and enforced in
accordance with the laws of said State, other than any choice of law rules
calling for the application of laws of another jurisdiction.
IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.
BIG BUCK BREWERY & STEAKHOUSE, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
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[grantee]