PART III
EXHIBIT 6.4
STOCK OPTION AGREEMENT
FULL TILT SPORTS, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into as of____________, 1997 (the "Date of Grant"), by
and between Full Tilt Sports, Inc., a Colorado corporation (the
"Company"), and _____________ ("Optionee").
WITNESSETH:
WHEREAS, effective, __________________, the Board of
Directors determined that the Optionee should receive an option
to purchase shares of the Company's Common Stock under the
Company's Non-Qualified Stock Option and Stock Grant Plan in
order to provide the Optionee with an opportunity for investment
in the Company and additional incentive to pursue the success of
the Company, said option to be for the number of shares, at the
price per share and on the terms set forth in this Agreement; and
WHEREAS, Optionee desires to receive an option on the terms
and conditions set forth in this Agreement and agrees to perform
the services requested by the Company.
NOW, THEREFORE, the parties agree as follows:
1. Stock Option Plan. This agreement is granted pursuant
to, and is subject to the terms and conditions of the Full Tilt
Sports Non-Qualified Stock Option and Stock Grant Plan dated July
1, 1997 (the "Plan"). All conditions of the Plan , except as
may be modified herein, shall ▇▇▇▇▇ the rights of Optionee under
this Agreement.
2. Grant of Option. The Company hereby grants to Optionee,
as a matter of separate agreement and not in lieu of salary or
any other compensation for service, the right and option (the
"Option") to purchase all or any part of an aggregate of
shares of reserved authorized and unissued $.001 par value Common
Stock of the Company subject to adjustment as hereinafter set
forth (the "Option Shares"), pursuant to the terms and conditions
set forth in this Agreement.
3. Option Price. At any time when shares are to be
purchased pursuant to the Option, the purchase price for each
Option Share shall be $ ___________ subject to adjustment as
hereinafter set forth (the "Option Price").
4 Option Period. The Option period shall commence as of
the Date of Grant and shall terminate __________________________.
5. Exercise of Option.
(a) The Option may be exercised by delivering to the
Company:
(i) a Notice and Agreement of Exercise of Option,
substantially in the form attached hereto as Exhibit A,
1
specifying the number of Option Shares with respect to
which the Option is exercised; and
(ii) full payment of the Option Price for such shares.
(b) Notwithstanding the foregoing, an Option may not be
exercised in part unless the purchase price of the Option Shares
purchased is at least $1,000.00.
(c) Promptly upon receipt of the Notice of Agreement and
Exercise and the finial payment of the Option Price by the
Optionee (including payment or provision for payment of any
applicable withholding or similar taxes), the Company shall
deliver to the Optionee a properly executed certificate or
certificates representing the Option Shares being purchased.
(d) The Optionee shall report all sales of Option shares to
the Company in writing on a form prescribed by the Company.
6. Transferability of Option. The Option shall not be
transferable except by will or the laws of descent and
distribution, and any attempt to do so shall void the Option.
7. Adjustment By Stock Split, Stock Dividend, Etc. If at
any time the Company increases or decreases the number of its
outstanding shares of Common Stock, or changes in any way the
rights and privileges of such shares, by means of the payment of
a stock dividend or the making of any other distribution on such
shares payable in its Common Stock, or through a stock split or
subdivision of shares, or a consolidation or combination of
shares, or through a reclassification or recapitalization
involving its Common Stock, the numbers, rights, and privileges
of the shares of Common Stock included in the Option shall be
increased, decreased or changed in like manner as if such shares
had been issued and outstanding, fully paid and nonassessable at
the time of such occurrence.
8. Common Stock To Be Received Upon Exercise. Optionee
understands that the Option Shares represent restricted
securities with in the meaning of the 1933 Act, have not been
registered and that the Company is under no obligation to
register the Option Shares under the 1933 Act, and that in the
absence of any such registration, the Option Shares cannot be
sold unless they are sold pursuant to an exemption from
registration under the Act. The Company is under no obligation
to comply, or to assist the Optionee in complying with any
exemption from such registration requirement, including supplying
the Optionee with any information necessary to permit routines
sales of the Stock under Rule 144 of the Securities and Exchange
Commission. Optionee also understands that with respect to Rule
144, routine sales of securities made in reliance upon such Rule
can only be made in limited amounts in accordance with the terms
and conditions of the Rule, and that in cases in which the Rule
is inapplicable, compliance with either Regulation A or another
disclosure exemption under the Act will be required. Thus, the
Option Shares will have to be held indefinitely in the absence of
registration under the Act or an exemption from registration.
Furthermore the Optionee fully understands that the
Option Shares have not been registered under the Act and that
2
they will be issued in reliance upon an exemption which is
available only if Optionee acquires such shares for investment
and not with a view to distribution. Optionee is familiar with
the phrase "acquired for investment and not with a view to
distribution" as it relates to the Act and the special meaning
given to such term in various release of the Securities and
Exchange Commission.
The forgoing restrictions or notices thereof may be placed
on the certificates representing the Option Shares purchased
pursuant to the Option and the Company may refuse to issue the
certificates or to transfer the shares on its books unless it is
satisfied that no violation of such restrictions will occur.
9. Privilege of Ownership. Optionee shall not have any of
the rights of a shareholder with respect to the shares covered by
the Option except to the extent that one or more certificates for
such shares shall be delivered to him upon exercise of the
Option.
10. Notices. Any notices required or permitted to be given
under this Agreement shall be in writing and they shall be deemed
to be given upon receipt by sender or sender's return receipt for
acknowledgment of delivery of said notice by postage prepaid
registered mail. Such notice shall be addressed to the party to
be notified as shown below:
Company: Full Tilt Sports, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Optionee: ________________________________
________________________________
________________________________
Any party may change its address for purposes of this
paragraph by giving the other parties written notice of the new
address in the manner set forth above.
11. Miscellaneous. This Agreement and the Plan constitutes
the entire understanding of the parties with respect to the
subject matter herein. This Agreement shall be governed by the
laws of the State of Colorado. There are no representations,
promises, warranties, covenants or undertakings other than those
expressly set forth herein. No modification, waiver or
termination of any of the terms herein shall be valid unless in
writing and executed with the same formality as this Agreement.
No waiver by either party of any breach or default hereof by the
other shall be deemed to be a waiver of any preceding or
succeeding breach or default hereof, and no waiver shall be
operative unless the same shall be in writing. The headings
contained in this Agreement are for convenience of reference only
and shall not be deemed to alter or affect any provision hereof.
Should any provision of this agreement be declared invalid by a
court of competent jurisdiction, the remaining provisions hereof
shall remain in full force and effect regardless of such
declaration. In the event of any dispute or litigation between
the parties, the prevailing party shall be entitled to reasonable
3
attorneys fees and costs. Time is of the essence.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the dates set forth below, to be effective as of the date and
year first above written.
COMPANY: OPTIONEE:
FULL TILT SPORTS, INC.
By:
______________________ _______________________
4
EXHIBIT A
TO FULL TILT SPORTS, INC.
STOCK OPTION AGREEMENT
FULL TILT SPORTS, INC.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise my Full Tilt Sports, Inc. Stock Option
dated _____________ as to _________________ shares of Full Tilt
Sports, Inc. $.001 par value Common Stock (the "Option Shares").
Enclosed are the documents and payment specified in Section
5 of my Option Agreement. I understand that no Option Shares will
be issued unless and until, in the opinion of Full Tilt Sports,
Inc. (the "Company"), any applicable registration requirements of
the Securities Act of 1933, as amended, any applicable listing
requirements of any securities exchange on which stock of the
same class is then listed, and any other requirements of law or
any regulatory bodies having jurisdiction over such issuance and
delivery, shall have been fully complied with. I hereby
acknowledge, represent, warrant and agree, to and with the
Company as follows:
(a) The Option Shares I am purchasing are being acquired for
my own account for investment purposes only and with no view to
their resale or other distribution of any kind, and no other
person (except, if I am married, my spouse) will own any interest
therein;
(b) I will not sell or dispose of my Option Shares in
violation of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws;
(c) If and so long as I am subject to reporting requirements
under Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), I recognize that any sale by me or
my immediate family of the Company's $.001 par value Common Stock
within six months before the date of grant of my Stock Option may
create liability for me under Section 16(b) of the Exchange Act
("Section 16 (b)");
(d) I have consulted with my counsel regarding the
application of Section 16 (b) to this exercise of my Option;
(e) I will consult with my counsel regarding the application
of Section 16(b) before I make any sale of the Company' s $.001
par value Common Stock, including the Option Shares;
(f) I will report all sales of Option Shares to the Company
in writing on a form prescribed by the Company;
(g) I will assist the Company in the filing of a Form 4 with
the Securities and Exchange Commission and will timely file all
5
reports that I may be required to file under the federal
securities laws; and
(h) I agree that the Company may, without liability for its
good faith actions, place legend restrictions upon my Option
Shares and issue "stop transfer" instructions requiring
compliance with applicable securities laws and the terms of my
Option.
The number of Option Shares specified above are to be issued
in the following registration.
______________________
address:
______________________
______________________
6