Lauderdale Lakes, FL 33311
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THIS
AGREEMENT CERTIFIES THAT,
for
value received, and for his service _______________________ ("Optionee") is
entitled to purchase from 21st
Century
Holding Company, a Florida corporation, ("21st
Century"), ________ (___) shares of 21st Century's common stock (treasury
stock), $.01 par value per share (the "Common Stock"), at the price of $ ____per
share (the "Exercise Price"), subject to the terms and conditions of this
Agreement and 21st Century’s 2001 Franchise Program Stock Option Plan (the
"Plan").
1. Grant
Under 2001 Franchise Stock Option Plan.
This
option is granted pursuant to and is governed by the Plan and, unless the
context otherwise requires, terms used herein shall have the same meaning as
in
the Plan. Determinations made in connection with this option pursuant to the
Plan shall be governed by the Plan as it exists on this date. In the event
of
any inconsistency between this Agreement and the Plan, or if any issue is not
addressed by this Agreement, the provisions of the Plan shall
govern.
2. Grant
not Incentive Stock Option; Other Options.
This
option is not intended to qualify as an incentive stock option under Section
422
of the Internal Revenue Code of 1986, as amended (the "Code"). This option
is in
addition to any other options heretofore or hereafter granted to the Optionee
by
21st Century.
3. Vesting.
The
options granted under this Agreement shall be 100% vested upon date the options
are granted. The options may be exercised up to the date which is two (2) years
from the date the options are granted.
4. Payment
of Price.
The
option price is payable (i) in cash or (ii) by certified check or bank
cashier's check payable to the order of 21st Century in the amount of such
purchase price.
5. Agreement
to Purchase for Investment.
By
acceptance of this option, the Optionee agrees that a purchase of shares under
this option will be made with investment intent and not with a view to their
distribution, as that term is used in the Securities Act of 1933, as amended
(the "Act"), unless in the opinion of counsel to 21st Century such distribution
is in compliance with or exempt from the registration and prospectus
requirements of the Act, or a registration statement is in effect pursuant
to
the Act with respect to the shares, and the Optionee agrees to sign a
certificate to such effect at the time of exercising this option and agrees
that
the certificate for the shares so purchased may be inscribed with a legend
to
ensure compliance with the Act.
6. Method
of Exercising Option.
Subject
to the terms and conditions of this Agreement, this option may be exercised
by
written notice to the Committee, at the principal executive offices of 21st
Century, or to such transfer agent as 21st Century shall designate. Such notice
shall state the election to exercise an option and the number of shares in
respect of which it is being exercised and shall be signed by the person or
persons so exercising this option. Such notice shall be accompanied by payment
of the full purchase price of such shares, and 21st Century shall deliver a
certificate or certificates representing such shares as soon as practicable
after such payment is received. The certificate or certificates for the shares
as to which this option shall have been so exercised shall be registered in
the
name of the person or persons so exercising this option (or, if this option
shall be exercised by the Optionee and if the Optionee shall so request in
the
notice exercising this option, shall be registered in the name of the Optionee
and another person jointly, with right of survivorship) and shall be delivered
as provided above to or upon the written order of the person or persons
exercising this option. In the event this option shall be exercised by any
person or persons other than the Optionee (if in compliance with the Plan),
such
notice shall be accompanied by appropriate proof of the right of such person
or
persons to exercise this option. All shares that shall be purchased upon the
exercise of this option as provided herein shall be fully paid and
non-assessable.
7. No
Obligation to Exercise Option.
The
grant and acceptance of this option imposes no obligation on the Optionee to
exercise the option.
8. Capital
Changes and Business Successions.
The
Plan contains provisions covering the treatment of options in a number of
contingencies, such as stock splits and mergers. Provisions in the Plan for
adjustment with respect to stock subject to options and the related provisions
with respect to successors to the business of 21st Century are hereby made
applicable hereunder and are incorporated herein by reference.
9. Termination
of Optionee as Franchisee. In
the
event that the Optionee's franchise relationship with 21st Century and/or its
subsidiaries is terminated for any reason, all unvested and/or unexercised
options shall immediately terminate.
10. Reservation
of Common Stock.
21st
Century will at all times reserve and keep available for issuance upon the
exercise of this Agreement such number of its authorized but unissued shares
of
Common Stock as will be sufficient to permit the exercise in full hereof, and
upon such issuance such shares of Common Stock will be validly issued, fully
paid, and nonassessable.
11. No
Shareholder Rights or Obligation.
This
Agreement will not entitle the Optionee (or subsequent holder of this Agreement)
hereof to any voting rights or other rights as a shareholder of 21st Century.
No
provision of this Agreement will give rise to any obligation of the Optionee
for
the Exercise Price of Common Stock acquirable by exercise hereof or as a
shareholder of 21st Century.
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12. Additional
Provisions.
On an
annual basis, the Committee shall meet to discuss any special factors affecting
Optionee's franchise relationship with 21st Century. In the event that the
Committee and the Optionee agree that an additional condition or provision
be
added to the option, then such addition shall be added to the option by addendum
signed by both the Optionee and 21st Century and attached hereto. The addendum
shall become an integral part of this Agreement.
13. Amendments.
Except
as expressly contemplated by the Plan, the provisions of this Agreement may
not
be amended, supplemented, waived or changed orally, but only by a writing signed
by the party as to whom enforcement of any such amendment, supplement, waiver
or
modification is sought and making specific reference to this
Agreement.
14. Assignments.
Except
as otherwise provided herein, the Optionee shall not assign his or her rights
and/or obligations hereunder without the prior written consent of 21st
Century.
15. Further
Assurances.
The
parties hereby agree from time to time to execute and deliver such further
and
other transfers, assignments and documents and do all matters and things which
may be convenient or necessary to more effectively and completely carry out
the
intentions of this Agreement.
16. Binding
Effect.
All of
the terms and provisions of this Agreement shall be binding upon, inure to
the
benefit of, and be enforceable by the parties and their respective
administrators, executors, legal representatives, heirs, successors and
permitted assigns, whether so expressed or not.
17. Notices.
All
notices, requests, consents and other communications required or permitted
under
this Agreement shall be in writing (including electronic transmission) and
shall
be (as elected by the person giving such notice) hand delivered by messenger
or
courier service, electronically transmitted, or mailed (airmail if
international) by registered or certified mail (postage prepaid), return receipt
requested, addressed to:
If
to the
Optionee:
_______________________________
_______________________________
_______________________________
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If
to
21st Century:
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or
to
such other address as any party may designate by notice complying with the
terms
of this Section. Each such notice shall be deemed delivered (a) on the date
delivered if by personal delivery; (b) on the date of transmission with
confirmed answer back if by electronic transmission; and (c) on the date
upon which the return receipt is signed or delivery is refused or the notice
is
designated by the postal authorities as not deliverable, as the case may be,
if
mailed.
18. Survival.
All
covenants, agreements, representations and warranties made herein or otherwise
made in writing by any party pursuant hereto shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.
19. Jurisdiction
and Venue.
The
parties acknowledge that a substantial portion of the negotiations, anticipated
performance and execution of this Agreement occurred or shall occur in Broward
County, Florida. Any civil action or legal proceeding arising out of or relating
to this Agreement shall be brought in the courts of record of the State of
Florida in Broward County or the United States District Court, Southern District
of Florida. Each party consents to the jurisdiction of such court in any such
civil action or legal proceeding and waives any objection to the laying of
venue
of any such civil action or legal proceeding in such court. Service of any
court
paper may be effected on such party by mail, as provided in this Agreement,
or
in such other manner as may be provided under applicable laws, rules of
procedure or local rules.
20. Enforcement
Costs.
If any
civil action, arbitration or other legal proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees, sales and use taxes, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy
and post-judgment proceedings), incurred in that civil action, arbitration
or
legal proceeding, in addition to any other relief to which such party or parties
may be entitled. Attorney's fees shall include, without limitation, paralegal
fees, investigative fees, administrative costs, sales and use taxes and all
other charges billed by the attorney to the prevailing party.
21. Governing
Law.
This
Agreement and all transactions contemplated by this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Florida, without regard to principles of conflicts of laws.
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22. Provision
of Documentation to Optionee.
By
signing this Agreement, the Optionee acknowledges receipt of a copy of this
Agreement and a copy of 21st Century's 2001 Franchise Stock Option
Plan.
23. Entire
Agreement.
This
Agreement and the Plan represent the entire understanding and agreement between
the parties with respect to the subject matter hereof, and supersedes all other
negotiations, understandings and representations (if any) made by and between
such parties.
IN
WITNESS WHEREOF,
21st
Century and the Optionee have caused this instrument to be duly
executed.
Date
of
Grant:
Date
of
Agreement:
| 21st Century Holding Company | |||
| By: | |||
| Optionee Signature | |||
| TITLE: | |||
| Print Name of Optionee | |||
| Street Address | |||
| City State Zip Code |
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