Exhibit 99.2
STOCK OPTION AGREEMENT
AS OF_________, 1999
Subject to all of the terms and conditions contained herein, the
undersigned ▇▇▇.▇▇▇, Inc. a Delaware corporation (the "Company"), hereby grants
to _______(the "Employee") the following options to purchase shares of the
Company's $0.001 par value common stock (the "Common Shares") as follows:
1. Options. The Company hereby grants to the Employee the right and
option to purchase from the Company ________(_______) Common Shares
(collectively, the "Options") upon the following terms and conditions:
(a) Term of Options. The Options shall be effective for a period
of Five (5) years from the date of grant.
(b) Purchase Price. The purchase price for the Options shall
be $______ per Option Share (the "Exercise Price).
(c) Options Non-transferable. The option rights with respect to
the Options are non-transferable and are personal to the Employee and may be
exercised only by the Employee and by no one else.
(d) Time of Exercise. Except as set forth herein, there are no
conditions to the exercise by the Employee of the Options.
(e) Vesting of Options. The Options shall become vested
subject to the following schedule, pursuant to the anniversary(s) of the date
first written above (the "Vesting Date (s)") provided, however, that if the
Employee discontinues his service as a Employee of the Company prior to the
Vesting Date(s), all of the Options not fully vested shall expire immediately
upon such Employee's discontinuance of services.
10% February 18, 2000
10% June 18, 2000
14% October 18, 2000
16% May 18, 2000
16% October 18, 2001
16% May 18, 2001
18% October 18, 2002
2. Securities Act etc. In the absence of an effective Registration
Statement under the Securities Act of 1933 (the "Act"), as from time to time in
effect relating thereto, the Company shall not be required to register a
transfer of shares delivered or deliverable upon exercise of the Options
("Delivered Shares") on its books unless the Company shall have been provided
with an opinion of
counsel satisfactory to it prior to such transfer that registration under the
Act is not required in connection with the transaction resulting in such
transfer. Each certificate evidencing Delivered Shares or issued upon any
transfer of Delivered Shares shall bear an appropriate restrictive legend,
except that such certificate shall not bear such a restrictive legend if the
opinion of counsel referred to above is to the further effect that such legend
is not required in order to establish compliance with the provisions of the Act.
Nothing in this paragraph 2 shall modify or otherwise effect the provisions
applicable to the Delivered Shares.
3. Discontinuance of Services, Exercise, Etc.
(a) In the event of the Employee's discontinuance of services as
an Employee of the Company after the Vesting Date, the Options shall expire
unless exercised within a period of three months from the date on which the
Optionee ceased to be so employed, but in no event after the Expiration Date. In
the event of the death of Optionee during this three month period, this Option
shall be exercisable by his or her personal representatives, heirs or legatees
to the same extent that the Optionee could have exercised this Option if he or
she had not died, for the three months from the date of death, but in no event
after the Expiration Date. In the event of the permanent disability of Optionee
while an employee of the Company or of any subsidiary, this Option shall be
exercisable for twelve (12) months after the date of permanent disability, but
in no event after the Expiration Date. In the event of the death of the Optionee
while an employee of the Company or any Subsidiary, or during the twelve (12)
month period after the date of permanent disability of the Optionee, that
portion of the Option which had become exercisable on the date of death shall be
exercisable by his or her personal representatives, heir or legatees at any time
prior to the expiration of twelve (12) months from the date of the death of
Optionee, but in no event after the Expiration Date.
(b) Subject to the preceding paragraph 3(a) and the other
provisions of this Stock Option Agreement, the Options may, to the extent
exercisable but not previously exercised, be exercised at any time and from time
to time, in whole or in part, by written notice delivered to the Company signed
by the Employee or on behalf of such Employee's estate (the "Estate"), as
applicable. Such notices shall state the number of Common Shares in respect to
which the Options are being exercised, and shall contain representations and
warranties of the Employee or the Estate as the Company may then deem necessary
or desirable in order to comply with federal or state securities laws or as may
otherwise be reasonably requested by the Company, and shall be accompanied
either (i) by payment in full (in cash, by personal check or by any other method
acceptable to the Company) of the full Exercise Price in respect thereof or (ii)
delivery to the Company of a number of shares of Common Stock owned by the
Employee and having a fair market value equal to the full Exercise Price in
respect thereof. In addition, the Company shall have the right to require that
the Employee or the Estate when exercising the Options in whole or in part,
remit to the Company an amount sufficient to satisfy any federal, state or local
withholding tax requirements or make other arrangements satisfactory to the
Company with regard to such taxes prior to the delivery of any Delivered Shares
pursuant to such exercise, including without limitation by withholding Delivered
Shares otherwise deliverable upon such exercise, and, if requested by the
Employee or the Estate, the Company shall so withhold at least a number of
Delivered Shares requested to be withheld by the
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Employee at the time of such exercise. As soon as practicable after such notice
and payment shall have been received, the Company shall deliver a certificate or
certificates representing the number of Delivered Shares with respect to which
the Options were exercised, registered in the name of the Emplyee or such other
name as the Employee shall direct.
(c) All Delivered Shares that shall be purchased upon the
exercise of the Options as provided herein shall be fully paid and
non-assessable.
4. Certain Conditions. In the event the Company (i) subdivides its
outstanding shares of Common Stock into a greater number of shares, (ii)
combines its outstanding shares of Common Stock into a smaller number of shares,
(iii) makes a distribution on its Common Stock in shares of its capital stock
other than Common Stock, (iv) issues by reclassification of its Common Stock any
shares of its capital stock, or (v) consummates any merger reorganization
consolidation pursuant to which any securities or other consideration is issued
to the holder of outstanding shares of capital stock of the Company (each an
"Adjustment Event"), then the Options granted to the Employee hereunder shall so
be adjusted and upon the exercise of such Options, the Employee shall be
entitled to receive such securities of the Company or other considerations as
the Employee would have held immediately after the consummation of such
Adjustment Event had the Delivered Shares issuable upon such exercise been held
by the Employee on such record date.
5. Option Confers No Rights as Shareholder. The Employee shall not be
entitled to any privileges of ownership with respect to, and shall not be
treated as the owner of, the Common Shares except to the extent that the
Employee acquires such Common Shares through the exercise of the Option.
6. Effect on Employment. This Agreement does not confer on the Employee
any right to employment by the Company, nor does it infer in any way with (i)
any right which the Company may have to terminate or alter the duties of the
Employee at any time; or (ii) any right which the Employee may have to terminate
his duties at any time.
7. Decisions of the Board of Directors. The Board of Directors of the
Company shall have the exclusive right to resolve all questions which may arise
in connection with this Agreement, the Option or the exercise thereof. Any
interpretation, determination or other action made or taken by the Board of
Directors regarding this Agreement, the Option or the exercise thereof shall be
final, binding and conclusive.
8. Miscellaneous. Except as specifically otherwise provided in Section
3 hereof as to exercise by the Estate, the Options may not be assigned or
transferred, in whole or in part, whether by operation of law, upon death or
otherwise, by the Employee without the written consent of the Company which the
Company may withhold it its sole and absolute discretion, with or without any
reason. This Option does not qualify for "incentive stock option" treatment
under the provisions of Section 422A of the Internal Revenue Code of 1954, as
amended. ACCORDINGLY, YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX ADVISOR
PRIOR TO EXERCISING THIS OPTION SINCE THE EXERCISE OF THIS OPTION MAY RESULT IN
ADVERSE TAX CONSEQUENCES INCLUDING THE PAYMENT OF ADDITIONAL FEDERAL
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AND/OR STATE INCOME TAXES. THE OPTIONS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
▇▇▇.▇▇▇, INC.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
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