STOCK OPTION CONTRACT UNDER THE LARGO VISTA GROUP, LTD. 2002 STOCK INCENTIVE PLAN
Exhibit
99.2
STOCK
OPTION CONTRACT UNDER THE
LARGO
VISTA GROUP, LTD. 2002 STOCK INCENTIVE PLAN
STOCK
OPTION CONTRACT entered into as of ________, 2005, between LARGO VISTA GROUP,
LTD., a Nevada corporation (the "Company"), and [EMPLOYEE
NAME] (the
"Optionee").
W I T N E
S S E T H:
1. The
Company, in accordance with the allotment made by the Administrators and subject
to the terms and conditions of the Largo Vista group, Ltd. 2002 Stock Incentive
Plan (the "Plan"), grants to the Optionee an option to purchase an aggregate of
____shares of the Common Stock, $.001 par value per share, of the Company (the
"Common Stock") at an exercise price of $____per share, being at least equal to
the fair market value of such shares of Common Stock on the date hereof. This
option is not intended to constitute an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. The
term of this option shall be ten (10) years from the date hereof, subject to
earlier termination as provided in the Plan. The option shall be exercisable as
to one-forty eighth (1/48) of the shares of Common Stock subject hereto on each
monthly anniversary hereof, subject to such earlier termination and the
provisions set forth herein. The right to purchase shares of Common Stock under
this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding any of the foregoing, in no event may a fraction of a
share of Common Stock be purchased under this option.
3. This
option shall be exercised by giving written notice to the Company at its then
principal office, presently ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President, stating that the Optionee is exercising the option
hereunder, specifying the number of shares being purchased and accompanied by
payment in full of the aggregate purchase price therefor in cash or by certified
check.
4. The
Company may withhold cash and/or shares of Common Stock to be issued to the
Optionee in the amount which the Company determines is necessary to satisfy its
obligation to withhold taxes or other amounts incurred by reason of the grant or
exercise of this option or the disposition of the underlying shares of Common
Stock. Alternatively, the Company may require the Optionee to pay such amount to
the Company and the Optionee agrees to pay such amount to the Company in cash
promptly upon demand.
5.
Notwithstanding the foregoing, this option shall not be exercisable by the
Optionee unless (a) a Registration Statement under the Securities Act of 1933,
as amended (the "Securities Act") with respect to the shares of Common Stock to
be received upon the exercise of this option shall be effective and current at
the time of exercise, or (b) there is an exemption from registration under the
Securities Act for the issuance of the shares of Common Stock upon such
exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee shall notify the Company of any proposed resale of
the shares of Common Stock issued to him upon the exercise of this option. Any
subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
6.
Notwithstanding anything herein to the contrary, if at any time the Committee
shall determine, in its discretion, that the listing or qualification of the
shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, then this option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
7. The
Company may affix appropriate legends upon the certificates for shares of Common
Stock issued upon exercise of this option and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to perfect an exemption from, the registration requirements of the Securities
Act or (b) implement the provisions of the Plan or this Contract or any other
agreement between the Company and the Optionee with respect to such shares of
Common Stock.
8.
Nothing in the Plan or herein shall confer upon the Optionee any right to
continue in the employ of the Company, any Parent or any of its Subsidiaries, or
interfere in any way with any right of the Company, any Parent or any of its
Subsidiaries to terminate such employment at any time for any reason whatsoever
without liability to the Company, any Parent or any of its Subsidiaries.
9. The
Company and the Optionee agree that they will both be subject to and bound by
all of the terms and conditions of the Plan, a copy of which is attached hereto
and made a part hereof. Any capitalized term not defined herein shall have the
meaning ascribed to it in the Plan. In the event of a conflict between the terms
of this Contract and the terms of the Plan, the terms of the Plan shall govern.
10. The
Optionee represents and agrees that he will comply with all applicable laws
relating to the Plan and the grant and exercise of this option and the
disposition of the shares of Common Stock acquired upon exercise of the option,
including without limitation, federal and state securities and "blue sky" laws.
11. This
option may be assigned by the Optionee and may be exercised by the Optionee or
the Optionee's legal representative(s) or assignee(s).
12. This
Contract shall be binding upon and inure to the benefit of any successor or
assign of the Company and to any heir, distributee, executor, administrator,
assignee or legal representative entitled to the Optionee's rights hereunder.
13. This
Contract shall be governed by, and construed and enforced in accordance with,
the laws of the State of Nevada, without regard to the conflicts of law
provisions.
14. The
invalidity, illegality or unenforceability of any provision herein shall not
affect the validity, legality or enforceability of any other provision, all of
which shall be valid, legal and enforceable to the fullest extent permitted by
applicable law.
15. The
Optionee agrees that the Company may amend the Plan and the options granted to
the Optionee under the Plan, subject to the limitations contained in the Plan.
16.
Notwithstanding anything to the contrary in the Plan, the Optionee agrees that
if the Optionee's relationship with the Company, its Subsidiaries and Parent, is
or has been terminated for any reason (other than as a result of death or
Disability), the Optionee may exercise this option, to the extent exercisable on
the date of termination, at any time within thirty (30) days after the date of
termination, but not thereafter and in no event after the date the option would
otherwise have expired; PROVIDED, HOWEVER, that if such relationship is
terminated either (a) for Cause, or (b) without the consent of the Company, this
option shall terminate immediately.
IN
WITNESS WHEREOF, the parties hereto have executed this Contract as of the day
and year first above written.
LARGO
VISTA GROUP, LTD.
By:
________________________________
Name:
_____________________________
Title:
______________________________
___________________________________
[OPTIONEE
NAME]