DEBUT BROADCASTING CORPORATION, INC. NONQUALIFIED STOCK OPTION AGREEMENT
EXHIBIT
10.7
THIS
AGREEMENT (this
“Agreement”) is made and entered into on this ____ day of _________________,
2008 by and between Debut
Broadcasting Company, Inc. (the
“Company”) and
[Name] (the “Participant”)
in connection with the grant of an option under the Debut Broadcasting
Corporation, Inc. 2007 Stock Incentive Plan (the “Plan”) on [Date
of Grant].
The
Company has established the Plan by action of its board of directors.
Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Plan. The Participant is an employee of the Company or an Affiliate
or is an independent contractor providing consulting or other services to the
Company or an Affiliate. In consideration of the foregoing, the parties have
entered into this Agreement to govern the terms of the Option granted by the
Company pursuant to the authority specified under the Plan:
1. Grant
of Option.
Subject
to the terms and conditions set forth herein, the Company grants to the
Participant an Option to purchase from the Company an aggregate of [Number
of Shares]
shares
of Stock at a price of $[Price]
per
share (the “Exercise Price”), subject to adjustment as provided in Article VIII
of the Plan.
2. Right
to Exercise.
This
Option will expire on [Expiration
Date]
unless
it expires sooner pursuant to Paragraph 7 and is exercisable with respect to
the
number of shares of Stock determined as follows:
|
On
and After
|
Number
of Shares Exercisable
|
|
[Vesting
Date]
|
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
|
[Vesting
Date]
|
Additional
[Number
of Shares]
Shares
|
3. Method
of Exercise.
The
exercise of this Option or any portion thereof is subject to the Participant’s
prior or concurrent payment of the Exercise Price to the Company, and the
Participant having made payment of or arrangements for satisfaction of any
related tax withholdings in a manner and on terms that are satisfactory and
acceptable to the Company. The Participant may exercise this Option, in whole
or
in part, from time to time, with respect to the number of whole shares of Stock
that can be purchased at such time in accordance with Paragraph 2, by actual
delivery of written notice to the Company at the address provided in Paragraph
10, which notice shall:
(a) specify
the number of whole shares of Stock to be purchased and the Exercise
Price;
(b) contain
evidence satisfactory to the Committee that the person exercising this Option
is
the Participant or has the right to exercise this Option; and
(c) be
accompanied by payment of the Exercise Price in accordance with the
Plan.
As
a
condition precedent to the exercise of this Option in whole or in part, the
Participant shall comply with all regulations and the requirements of any
regulatory authority having control of, or supervision over, the issuance of
the
shares of Stock and in connection therewith shall execute any documents which
the Committee shall in its sole discretion deem necessary or
advisable.
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4. Transfer
and Exercise of Option.
Except
for transfers pursuant to a will or the laws of descent and distribution, this
Option is not transferable and the Participant may not make any disposition
of
this Option or any interest herein during his or her lifetime. As used herein,
“disposition” means any sale, transfer, encumbrance, gift, donation, assignment,
pledge, hypothecation, or other disposition, whether similar or dissimilar
to
those previously enumerated, whether voluntary or involuntary, and whether
during the Participant’s lifetime or upon or after the Participant’s death,
including, but not limited to, any disposition by operation of law, by court
order, by judicial process, or by foreclosure, levy, or attachment, except
a
transfer by will or by the laws of descent or distribution. Any attempted
disposition in violation of this Paragraph is void.
5. Status
of Participant.
The
Participant shall not be deemed a stockholder of the Company with respect to
any
of the shares of Stock subject to this Option, except to the extent that such
shares shall have been purchased and transferred to him or her. The Company
is
not required to issue shares of Stock purchased upon exercise of this Option
until all applicable requirements of law have been complied with and such shares
shall have been duly listed on any securities exchange on which the Stock may
then be listed.
6. No
Effect on Capital Structure.
This
Option shall not affect the right of the Company or any Affiliate to reclassify,
recapitalize or otherwise change its capital or debt structure or to merge,
consolidate, convey any or all of its assets, dissolve, liquidate, windup,
or
otherwise reorganize.
7. Expiration
of Option.
In
general, the right to purchase Stock under this Option shall expire on the
date
specified in Paragraph 2. However, this Option shall expire sooner in the
circumstances described in this Paragraph.
(a) Death
or Disability.
If the
Participant, as an employee, non-employee member of the Board, consultant or
independent advisor, ceases to provide services to the Company or one of its
Affiliates by reason of death or disability (as defined in section 22(e)(3)
of
the Code), the Participant or his or her estate shall have the right (i) for
twelve (12) months after the date of such termination of the provision of
services by reason of death or ninety (90) days after the date of such
termination of employment or the provision of services by reason of disability
or (ii) until the expiration of the stated term of the Option, whichever period
is shorter, to exercise this Option with respect to all shares available for
purchase hereunder.
(b) Other
Termination.
If the
Participant, as an employee, non-employee member of the Board, consultant or
independent advisor, ceases to provide services to the Company or one of its
Affiliates for reasons other than death or disability this Option shall
terminate upon such termination of the provision of services, except that,
this
Option may be exercised by the Participant, to the extent otherwise exercisable
on the date of termination of employment, for a period of ninety (90) days
from
the date of termination of employment or the provision of services, or until
the
expiration of the stated term of the Option, whichever period is
shorter.
8. Committee
Authority.
Any
question concerning the interpretation of this Agreement, any adjustments
required or permitted to be made under the Plan, and any controversy which
may
arise under the Plan or this Agreement shall be determined by the Committee
in
its sole discretion. Such decision by the Committee shall be final and
binding.
9. Plan
Controls.
The
terms of this Agreement are governed by the terms of the Plan, as it exists
on
the date of this Agreement and as the Plan is amended from time to time. A
copy
of the Plan, and all amendments thereto, are attached hereto as Exhibit A and
made a part hereof as if fully set forth herein. Any amendment to the Plan
shall
be deemed to be an amendment to this Agreement to the extent that the amendment
is applicable hereto; provided,
however,
that no
amendment shall adversely affect the rights of the Participant under this
Agreement without the Participant’s written consent. In the event of any
conflict between the provisions of the Agreement and the provisions of the
Plan,
the terms of the Plan shall control, except as expressly stated otherwise.
The
terms “Article” or “Section” generally refer to provisions within the Plan;
provided,
however,
the
terms “Paragraph” shall refer to a provision of this Agreement.
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10. Notice.
Whenever any notice is required or permitted hereunder, such notice must be
in
writing and personally delivered, sent by mail or facsimile. Any notice required
or permitted to be delivered hereunder shall be deemed to be delivered on the
date which it is received, personally delivered, or, whether actually received
or not, on the third business day after it is deposited in the United States
mail, certified or registered, postage prepaid, addressed to the person who is
to receive it at the address which such person has theretofore specified by
written notice delivered in accordance herewith. The Company or Participant
may
change, by written notice to the other, the address previously specified for
receiving notices. Notices delivered to the Company shall be addressed as
follows:
Attention:
Controller
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
Notices
to the Participant shall be hand delivered to the Participant on the premises
of
the Company or its Affiliates or mailed to the last address shown on the records
of the Company.
11. Information
Confidential.
As
partial consideration for granting of this Option, the Participant agrees that
he or she will keep confidential all information and knowledge that the
Participant has relating to the manner and amount of his or her participation
in
the Plan; provided,
however,
that
such information may be disclosed as required by law and may be given in
confidence to the Participant’s spouse, tax and financial advisors, or to a
financial institution to the extent that such information is necessary to secure
a loan.
12. Governing
Law.
Except
as is otherwise provided in the Plan, where applicable, the provisions of this
Agreement shall be governed by the internal laws of the State of
Nevada.
13. Headings.
The
headings herein have been inserted for convenience only and shall not be deemed
to limit or otherwise affect any of the provisions of this
Agreement.
14. Counterparts;
Effectiveness.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which shall constitute one and the same Agreement.
The exchange of copies of this Agreement and executed signature pages hereto
by
facsimile transmission shall constitute effective execution and delivery of
this
Agreement and may be used in lieu of the original Agreement for all purposes.
15. Amendment.
The
Company, acting through the Committee or through the Board, may amend this
Agreement at any time for any purpose determined by the Company in its sole
discretion that is consistent with the Plan, including but not limited to an
amendment to accelerate the vesting schedule set forth in Paragraph 2 due to
normal retirement or other special circumstances, or to permit transfers of
Options to certain individuals specified by the Participant. All amendments
must
be in writing. Except as otherwise provided in the Plan, the Company may not
amend this Agreement, however, without the Participant’s express agreement to
any amendment that could adversely effect the material rights of the
Participant.
16. Entire
Agreement.
This
Agreement, together with the Plan, contain the complete agreement between the
parties concerning the subject matter hereof and shall supersede all other
agreements or arrangements between the parties with regard to the subject matter
hereof.
17. Interpretation.
The
language in all parts of this Agreement shall be construed, in all cases,
according to its plain meaning, except where the context of this Agreement
expressly indicates otherwise, and the parties acknowledge that each party
has
carefully reviewed this Agreement and that the normal rule of construction
to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
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18. Severability.
If one
or more of the provisions of this Agreement is invalidated for any reason by
a
court of competent jurisdiction, any provision so invalidated shall be deemed
to
be separable from the other provisions hereof, and the remaining provisions
hereof shall continue to be valid and fully enforceable.
19. Waiver
of Jury Trial.
PARTICIPANT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS HE OR SHE MAY HAVE
TO
DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY
WAY
RELATED TO THE PLAN OR THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO
BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL
BY
JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION
OF
THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE
OR
REGULATIONS. BY AGREEING TO RECEIVE AN AWARD, THE PARTICIPANT ACKNOWLEDGES
THAT
HE OR SHE IS KNOWINGLY AND VOLUNTARILY WAIVING HIS OR HER RIGHT TO DEMAND TRIAL
BY JURY.
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EXECUTION
PAGE
IN
WITNESS WHEREOF, the
Company has caused this Agreement to be executed and the Participant has set
his
hand hereto on the day and year first above written.
DEBUT
BROADCASTING
CORPORATION,
INC.
By:
_________________________________
Its:
_________________________________
_____________________________________
[Name]
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