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Exhibit 4.6
SAMPLE INTERAMERICAS COMMUNICATIONS CORPORATION
EMPLOYEE STOCK OPTION AGREEMENT
Neither this Option nor the Common Stock to be issued upon exercise hereof, has
been registered under the Securities Act of 1993, as amended, (The "Act"), or
qualified under any state securities law (the "Law"), and this Option has been,
and the Common Stock to be issued upon exercise hereof will be, acquired for
investment and not with a view to, or for resale in connection with, any
distribution thereof. No such sale or other disposition may be made without an
effective registration statement under the Act and qualification under the law
related thereto or an opinion of counsel reasonably satisfactory to ▇▇▇▇▇▇▇▇
Games, Inc. and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.
INTERAMERICAS COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT
This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of InterAmericas
Communications Corporation, (the "COMPANY") dated [ ].
I. NOTICE OF STOCK OPTION GRANT
Optionee:
[ ]
You have been granted an option to purchase Common Stock of
InterAmercias Communications Corporation (the "COMPANY"). This option shall be
subject to the following terms and conditions:
Date of Grant [ ]
Exercise Price Per Share [ ]
Number of Shares Granted [ ]
Type of Option: [ ]
Expiration Date: [ ]
VESTING SCHEDULE:
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[ ]
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EXERCISE PRICE:
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The Exercise Price of this Option is [ ] per share.
II. AGREEMENT
1. GRANT OF OPTION. The Company hereby grants to the
Optionee named in the Notice of Grant attached as Part
I of this agreement (the "Optionee"), an option (the
"Option") to purchase the number of shares ("Shares"),
as set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the
"Exercise Price"), subject to the terms and conditions
set forth therein.
2. EXERCISE OF OPTION.
(a) RIGHT TO EXERCISE. This option is exercisable during
its term in accordance with the Vesting Schedule set forth in the
Notice of Grant and the applicable provisions of the Option Agreement.
In the event of Optionees's death, Disability or other termination of
Optionee's employment or consulting relationship, the exercisability of
the Option is governed by the applicable provisions of this Agreement.
(b) METHOD OF EXERCISE. This option is exercisable by
delivery of an exercise notice, in the form of Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and agreements as
may be required by the Company. The Exercise Notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The Exercise Notice shall be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares.
This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise
Price shall be by any of the following, or a
combination thereof, at the election of the Optionee:
(a) Cash;
(b) Check
(c) In lieu of exercising this Option by delivery of cash
or check, the Optionee may make a valid Option
exercise by electing to receive shares equal to the
value of this Option (or the portion thereof being
canceled) by surrendering this Option at the
principal office of the Company together with the
Exercise Notice (a "Net Exercise"), in which event
the Company shall transfer to the Optionee a number
of Shares computed using the following formula:
X = Y (A-B)
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A
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Where X = the number of Option Shares to be
issued to such Optionee.
Y = the number of Option Shares
purchasable by such Optionee under
this Option Agreement the rights to
which are surrendered pursuant to
the Net Exercise.
A = the Fair Market Value of one Option
Share, (as determined by the
average bid and ask price per share
of the Company stock as quoted on
the OTC Bulletin Board or other
national exchange upon which the
Company's stock is quoted).
B = the Exercise Price (as adjusted to
the date of such calculation).
4. REGISTRATION UNDER THE SECURITIES ACT.
(a) PIGGY BACK RIGHTS. If at any time the Company shall
propose to file with the Securities and Exchange Commission (the
"Commission") on behalf of the Company or any other stockholder a
registration statement under the Securities Act, with respect to any
class of security (as defined in Section 3(a)(10) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), other than a
registration statement approved by the Board of Directors on Form S-4
or S-8 as the Commission may from time to time require, the Company
shall in each case timely notify the Optionee and include in such
registration statement any or all of the Option Shares as the Optionee
may request within twenty (20) days after the Company's giving of such
notice, subject to the conditions set forth herein.
(b) DEMAND RIGHTS. Provided that the Company is eligible to
file a registration statement on Form S-3, if at any time after the
date of this Agreement the Company shall receive from the Optionee a
written request that the Company effect a registration on form S-3 to
permit the sale or disposition of the Shares, the Company shall file a
registration statement on form S-3 as expeditiously as possible
covering the Shares.
(c) DUTIES OF COMPANY. In connection with the preparation and
filing of a registration statement, the Company agrees to (i) use its
best efforts to cause such registration statement to become and remain
effective; (ii) furnish to the Optionee such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as
Optionee may reasonably request in order to facilitate the disposition
of the Shares; and (iii)use its best efforts to register and qualify
the shares in such jurisdictions as shall be identified by the Optionee
for the distribution of the securities covered by the registration
statement.
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(d) INDEMNIFICATION BY OPTIONEE. To the extent permitted by
law, Optionee will indemnify and hold harmless the Company, and its
directors, officers, employees, agents and representatives, as well as
its controlling persons (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities, or expenses,
including without limitation, attorneys' fees and disbursements, which
arise out of or are based upon any violation by Optionee of the
Securities Act or any rule or regulation promulgated thereunder
applicable to Optionee or arise out of or are based upon any untrue
statement of any material fact contained in the registration statement,
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to
the extent that such untrue statement or alleged untrue statement or
omission, or alleged omission was made in such registration statement
in reliance upon and in conformity with information furnished by
Optionee in writing expressly for use in connection with such
registration statement.
(e) INDEMNIFICATION BY COMPANY. To the extent permitted by
law, Optionee will indemnify and hold harmless the Company, and its
directors, officers, employees, agents and representatives, as well as
its controlling persons (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities, or expenses including
without limitation, attorneys' fees and disbursements, which arise out
of or are based upon any violation by Optionee of the Securities Act to
the extent that any losses, claims, damages or liabilities to arise out
of or are based upon any untrue or alleged untrue statement of
material fact contained in the registration statement, or arise out of
or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein misleading, or arise out of any violation by the
Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to action or inaction required
of the Company in connection with such registration statement;
provided, however, that the indemnity agreement contained in this
paragraph shall not apply to any loss, damage, or liability to the
extent that same arises out of or is based upon any untrue statement or
omission made in connection with such registration statement in
reliance upon and in conformity with information furnished in writing
expressly for use in connection with such registration statement by
Optionee.
(f) UNDERTAKING BY OPTIONEE. Optionee undertakes to comply
with all applicable Laws governing the distribution of securities in
connection with Optionee's sale of the Shares, and to notify the
Company of any changes in Optionee's plan of distribution so that the
Company can sticker or amend the registration statement as the Company
deems appropriate in its sole discretion.
5. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only
be the Optionee. The terms of this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of
the Optionee.
6. TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Grant and may be exercised during such
term only in accordance with the terms of this Option Agreement.
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7. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:
(a) The Option shall terminate on the Expiration Date;
(b) The Option shall terminate three months after the Optionee's
termination of employment;
(c) If the Optionee dies before the Option terminates
pursuant to paragraph 6(a) or 6(b), above, the Option shall
terminate on the earlier of (i) the date on which the
Option would have lapsed had the Optionee lived and had his
employment status (i.e., whether the Participant was
employed by the Company on the date of his death or had
previously terminated employment) remained unchanged; or
(ii) 15 months after the date of the Optionee's death. Upon
the Optionee's death, any exercisable Options may be
exercised by the Optionee's legal representative or
representatives, by the person or persons entitled to do so
under the Optionee's last will and testament, or, if the
Optionee shall fail to make testamentary disposition of the
Option or shall die intestate, by the person or persons
entitled to receive said Option under the applicable laws of
descent and distribution.
8. DILUTION PROTECTION.
(a) In the event the Company shall (i) declare a
dividend on its Common Stock in shares of Common Stock
or make a distribution in shares of Common Stock, (ii)
declare a stock split or reverse stock split of its
outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of
shares of Common Stock or (iv) issue by reclassification of
its shares of Common Stock other securities (including any
such reclassification in connection with a consolidation or
merger in which the Company or any of its subsidiaries is
the continuing corporation), then the number of shares of
Common Stock of the Company, deliverable to Holder hereunder
and the exercise price related thereto shall be adjusted so
that the Holder shall be entitled to receive the kind and
number of shares of Common Stock of the Company which the
Holder has the right to receive, upon the happening of any
of the events described above, with the respect to the
shares of the Company stock which were otherwise deliverable
pursuant hereto. An adjustment made pursuant to this
paragraph shall become effective immediately after the
effective date of such event;
(b) Whenever the number of Shares or the exercise
price of this Option is adjusted pursuant to this
paragraph, the Company shall promptly mail by first class
mail, postage prepaid, to Holder, notice of such adjustment
or adjustments.
9. AVAILABILITY OF COMPANY STOCK. The Company hereby
agrees and covenants that at all times during the Exercise Period it
shall reserve for issuance a sufficient number of shares of common
stock as would be required upon full exercise of the rights represented
by this agreement.
10. NO RIGHT TO EMPLOYMENT. Nothing in this agreement shall interfere
with or limit in any way the right of the Company to terminate the
Optionee's employment at any time, nor confer upon the Optionee any
right to continue in the employment of the company or any Subsidiary.
11. TAX CONSEQUENCES. Some of the federal income tax
liability upon relating to this Option, as of date of this
Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.
(a) EXERCISING THE OPTION. The Optionee may incur regular
federal income tax liability upon exercise of the Option.
The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of
the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an Employee,
the Company will be required to withhold from his or her
compensation or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of
exercise
(b) DISPOSITION OF SHARES. If the Optionee holds Shares for at
least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for
federal income tax purposes.
12. GOVERNING LAW. This Agreement is governed by the laws of the State of
Texas.
IN WITNESS WHEREOF, this Agreement is executed this [ ] day of [ ].
INTERAMERICAS COMMUNICATION CORPORATION
By:______________________
OPTIONEE:
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EXHIBIT A
INTERAMERICAS COMMUNICATIONS CORPORATION
EXERCISE NOTICE
InterAmericas Communications Corporation
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1. EXERCISE OF OPTION. Effective as of today, ___________,
the undersigned ("Purchaser") hereby elects to purchase __ shares (the "shares")
of the Common Stock of InterAmericas Communications Corporation (the "Company")
under and pursuant to the Stock Option Agreement dated [ ] (the "Option
Agreement"). The purchase price for the Shares shall be as set forth in the
Option Agreement, as adjusted.
2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the
Company the full purchase price for the Shares (either in cash, check or through
a Net Exercise as defined in the Option Agreement.)
3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Option Agreement and agrees to
abide by and be bound by its terms and conditions.
4. RIGHTS AS SHAREHOLDERS. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the Option.
5. TAX CONSULTATION. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.
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6. ENTIRE AGREEMENT. The Option Agreement is incorporated
herein by reference. This Exercise Notice and the Option Agreement constitute
the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof.
Submitted by: Accepted by:
OPTIONEE: INTERAMERICAS
COMMUNICATIONS
CORPORATION
____________________ By: ____________________
Its:_____________________
ADDRESS:
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