NON-QUALIFIED STOCK OPTION AGREEMENT OF LAS VEGAS GAMING, INC. A Nevada Corporation
EXHIBIT
10.2
LAS
VEGAS GAMING, INC.
A
Nevada Corporation
This
AGREEMENT is made between Las Vegas Gaming, Inc., having its principal place
of
business at ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as "Company"), and _____________ (hereinafter referred to as
"Optionee").
1. Option
Granted
Company
hereby grants Optionee an option to purchase __________ Non-Qualified Shares
of
Las Vegas Gaming, Inc. Common Stock at a purchase price of $_____ per
share. Optionee shall be entitled to exercise this option ____%
immediately and ____% thereafter for each year through _____.
Upon termination of employment, for any reason, any unexercised
portion
of this option, other than shares that Optionee would have been entitled to
purchase at the time of such termination, shall be cancelled and not available
for purchase by Optionee.
2. Time
of Exercise of Option
Optionee
may exercise the option granted herein at any time, and from time to time,
until
termination of the option as provided herein, so long as at all times, beginning
with the date of the grant of this option and ending 3 months prior to the
date
of exercise, or 12 months prior to the date of exercise if the Optionee is
disabled within the meaning of Internal Revenue Code Section 22(e)(3), Optionee
remains employed. For purposes of this agreement, "employment" means that
Optionee is employed by Company, a parent or subsidiary corporation of Company,
or a corporation, or a parent or subsidiary corporation of such a corporation
issuing or assuming a stock option in a transaction to which Internal Revenue
Code Section 425(a) applies.
3. Method
of Exercise
This
option shall be exercised by written notice delivered to Company at its
principal place of business, stating the number of shares for which the option
is being exercised. The notice must be accompanied by a check or other method
of
payment acceptable to Company for the amount of the purchase price.
4. Capital
Adjustments
|
(a)
|
The
existence of this option shall not affect in any way the right or
power of
Company or its stockholders to: (1) make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes
in
Company's capital structure or its business; (2) enter into any
merger or consolidation; (3) issue any bonds, debentures, preferred
or
prior preference stocks ahead of or affecting the common stock or
the
rights thereof, (4) issue any securities convertible into any common
stock, (5) issue any rights, options, or warrants to purchase any
common
stock, (6) dissolve or liquidate Company, (7) sell or transfer all
or any
part of its assets or business, or (8) take any other corporate act
or
proceedings, whether of a similar character or
otherwise.
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(b)
|
The
shares with respect to which this option is granted are shares of
the
common stock of Company as presently constituted, but if and whenever,
prior to the delivery by Company of all the shares of the stock with
respect to which this option is granted, Company shall effect a
subdivision or consolidation of shares or other capital readjustment,
the
payment of a stock dividend, or other increase or reduction of the
number
of shares of the stock outstanding without receiving compensation
therefore in money, services, or property, the number of shares of
stock then remaining subject to this option shall: (1) in the event
of an
increase in the number of outstanding shares, be proportionately
increased, and the cash consideration payable per share shall be
proportionately reduced; or (2) in the event of a reduction in the
number of outstanding shares, be proportionately reduced, and the
cash
consideration payable per share shall be proportionately
increased.
|
5. Merger
and Consolidation
|
(a)
|
Following
the merger of one or more corporations into Company or any consolidation
of Company and one or more corporations in which Company is the surviving
corporation, the exercise of this option shall apply to the shares of
the surviving corporation.
|
|
(b)
|
Notwithstanding
any other provision of this agreement, this option shall terminate on
the dissolution or liquidation of Company, or on any merger or
consolidation in which Company is not the surviving
corporation.
|
6. Transfer
of this Option
During
Optionee's lifetime, this option shall be exercisable only by Optionee.
This option shall not be transferable by Optionee other than by the laws of
descent and distribution upon Optionee's death. In the event of Optionee's
death during employment or during the applicable period after termination
of employment specified in Paragraph 2 above, Optionee's personal
representatives may exercise any portion of this option that remains unexercised
at the time of Optionee's death, provided that any such exercise must be made,
if at all, during the period within one year after Optionee's death, and subject
to the option termination date specified in Paragraph 7(c)
below.
7. Termination
of Option
This
option shall terminate on the earliest of the following dates:
|
(a)
|
The
expiration of three months from the date of Optionee's termination
of
employment, as defined in Paragraph 2 above, except for termination
due to death or permanent and total
disability;
|
|
(b)
|
The
expiration of 12 months from the date on which Optionee's employment,
as
defined in Paragraph 2 above, is terminated due to permanent and
total
disability, as defined in Internal Revenue Code Section 22(e)(3);
or
|
|
(c)
|
10
years from the date hereof.
|
2
8. Rights
as Shareholder
Optionee
will not be deemed to be a holder of any shares pursuant to the exercise of
this
option until he or she pays the option price and a stock certificate is
delivered to him or her for those shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
the
stock certificate is delivered.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement this ____
day
of ___________, 200___.
COMPANY:
LAS
VEGAS
GAMING, INC.
_____________________________________
Its:
OPTIONEE:
_____________________________________
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