Exhibit 4.17
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of May 8, 1998, by and between Systems
Communications, Inc., a Florida corporation (the "Company"), and
____________ ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors")
has authorized the granting to Optionee, for services previously
rendered by Optionee as a consultant to or an employee of the
Company, of a non-qualified stock option to purchase the number
of shares of Common Stock of the Company specified in Paragraph 1
hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the
undertakings of the parties hereto contained herein, it is hereby
agreed:
1. Number of Shares; Option Price. Pursuant to said action of
the Board of Directors, the Company hereby grants to Optionee, in
consideration of consulting services performed for the benefit of
the Company, the option ("Option") to purchase up to _______
shares ("Option Shares") of Common Stock of the Company, at the
exercise price of $0.10 per share.
2. Term. This Option shall expire four years from the date first
written above.
3. Shares Subject to Exercise. The ______ Options shall vest and
be immediately exercisable, and shall thereafter remain subject
to exercise for the term specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by
written notice delivered to the Company stating the number of
shares with respect to which the Option is being exercised,
together with a check made payable to the Company in the amount
of the purchase price of such shares plus the amount of
applicable federal, state and local withholding taxes, and the
written statement provided for in Paragraph 10 hereof, if
required by such Paragraph 10; provided, however, with respect to
the _________ Options set forth in paragraph 1 hereof, Optionee
shall be entitled to pay the exercise price against cancellation
in full of certain indebtedness owing by the Company to Optionee
for services previously rendered by Optionee as a consultant to
the Company. Not less than 100 shares may be purchased at any
one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may
be purchased.
5. Tax Withholding. As a condition to exercise of this Option,
the Company may require the Optionee to pay over to the Company
all applicable federal, state and local taxes which the Company
is required to withhold with respect to the exercise of this
Option. At the discretion of the Company and upon the request of
the Optionee, the minimum statutory withholding tax requirements
may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this
Option.
6. Exercise on Termination of Employment. This Option shall not
terminate as a result of the termination of Optionee's services
as a consultant to the Company.
7. Nontransferability. This Option may not be assigned or
transferred except, if applicable, by will or by the laws of
descent and distribution, and may be exercised only by Optionee
during Optionee's lifetime and after Optionee's death, by
Optionee's representative or by the person entitled thereto under
Optionee's will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as
a shareholder with respect to the Common Stock of the Company
covered by the Option until the date of issuance of a stock
certificate or stock certificates to him upon exercise of the
Option. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock
certificate or certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall
confer upon the Optionee any right to perform services for the
Company, or shall interfere with or restrict in any way the
rights of the Company to discharge or terminate Optionee as an
independent contractor or consultant at any time for any reason
whatsoever, with or without good cause.
10. Restrictions on Sale of Shares. Optionee represents and
agrees that, upon Optionee's exercise of the Option in whole or
part, unless there is in effect at that time under the Securities
Act of 1933 a registration statement relating to the shares
issued to him, he will acquire the shares issuable upon exercise
of this Option for the purpose of investment and not with a view
to their resale or further distribution, and that upon each
exercise thereof Optionee will furnish to the Company a written
statement to such effect, satisfactory to the Company in form and
substance. Optionee agrees that any certificates issued upon
exercise of this Option may bear a legend indicating that their
transferability is restricted in accordance with applicable state
or federal securities law. Any person or persons entitled to
exercise this Option under the provisions of Paragraphs 5 and 6
hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such
a written statement, also furnish to the Company a written
statement to the same effect, satisfactory to the Company in form
and substance.
11. Registration. On or before sixty days after the date of this
Agreement, the Company shall, at the Company's expense, use its
best efforts to file with the Securities and Exchange Commission
("SEC"), a registration statement ("Registration Statement") on
Form S-8 or other comparable form, in such form as to comply with
applicable federal and state laws for the purpose of registering
or qualifying the Option Shares for resale by Optionee, and
prepare and file with the appropriate state securities regulatory
authorities the documents reasonably necessary to register or
qualify such securities, subject to the ability of the Company to
register or qualify such securities under applicable state laws.
12. Notices. All notices to the Company shall be addressed to
the Company at the principal office of the Company at ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, telephone number:
(▇▇▇) ▇▇▇-▇▇▇▇ facsimile (▇▇▇) ▇▇▇-▇▇▇▇, and all notices to
Optionee shall be addressed to Optionee at the address and
telecopier number of Optionee on file with the Company, or to
such other address and telecopier number as either may designate
to the other in writing. A notice shall be deemed to be duly
given if and when enclosed in a properly addressed sealed
envelope deposited, postage prepaid, with the United States
Postal Service and followed by telecopier to the addressee. In
lieu of giving notice by mail as aforesaid, written notices under
this Agreement may be given by personal delivery to Optionee or
to the Company (as the case may be).
13. Adjustments. If there is any change in the capitalization of
the Company affecting in any manner the number or kind of
outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization
of such stock, or because the Company has merged or consolidated
with one or more other corporations (and provided the Option does
not thereby terminate pursuant to Section 2 hereof), then the
number and kind of shares then subject to the Option and the
price to be paid therefor shall be appropriately adjusted by the
Board of Directors; provided, however, that in no event shall any
such adjustment result in the Company's being required to sell or
issue any fractional shares. Any such adjustment shall be made
without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate
adjustment to the price of each Share or other unit of security
covered by this Option.
14. Cessation of Corporate Existence. Notwithstanding any other
provision of this Option, upon the dissolution or liquidation of
the Company, the reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the
Company is not the surviving corporation, or the sale of
substantially all the assets of the Company or of more than fifty
percent of the then outstanding stock of the Company to another
corporation or other entity, the Option granted hereunder shall
terminate; provided, however, that: (i) each Option for which no
option has been tendered by the surviving corporation in
accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such
dissolution or liquidation, merger or consolidation or sale of
assets in which the Company is not the surviving corporation or
sale of stock, become fully exercisable; or (ii) in its sole and
absolute discretion, the surviving corporation may, but shall not
be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or
options shall contain such terms and provisions as shall be
required substantially to preserve the rights and benefits of
this Option.
15. Invalid Provisions. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under
any applicable law, such invalidity or unenforceability shall not
be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
17. Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more
counterparts have been signed by each of the parties hereto and
delivered to the other.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
Systems Communications, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Principal Executive Officer
Optionee
/s/ ________________
_________________________
(Social Security Number or Employer Identification Number)