EXHIBIT 4.04
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a California corporation
INCENTIVE STOCK OPTION AGREEMENT
UNDER STOCK OPTION PLAN OF 1997
1. Grant of Option. ▇▇▇▇▇▇▇▇.▇▇▇, a California corporation
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("Company"), wishing to provide __________________________ ("Grantee") an
opportunity to purchase shares of the Company's Common Stock, no par value,
("Common Stock") and to provide Grantee with an added incentive as an employee
of the Company, hereby grants to Grantee and Grantee hereby accepts on this __
day of ________, 199_, an option to purchase ___________ (___) shares of Common
Stock ("Option Shares") at a price of $____ per share on the terms and
conditions stated herein.
2. Option Dates, Term of Option.
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2.1 This Option may be exercisable at any time during the Term
hereof.
2.2 Term of Option. This Option shall terminate on_________ __,
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200_ unless earlier terminated as provided in this Section 2.
2.3 Death or Permanent Disability. If the Grantee shall die or
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become permanently disabled, this Option shall expire one (1) year after the
date of such death or permanent disability. During such period after death, the
Grantee's legal representation or representatives, or the person or persons
entitled to do so under the Grantee's last will and testament or under
applicable intestate laws, shall have the right to exercise this Option as to
only the number of shares to which the Grantee was entitled to purchase on the
date of his death.
2.4 Terminating Transactions. Upon the dissolution or
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liquidation of the Company, this Option shall terminate.
2.5 Assumption by Successor. Upon the reorganization, merger or
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consolidation of the Company with one or more corporations as a result of which
the Company is not the surviving corporation, the Board shall cause the
surviving corporation to assume the Option by converting the Option into an
option to purchase the stock of such successor or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices, pursuant to the terms hereof.
3. Non-Transferability of Option. Except by will or the laws of
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descent and distribution, this Option shall not be transferred, or assigned,
pledged, hypothecated or otherwise
disposed of in any way, whether by operation of law of otherwise. During the
Grantee's lifetime this Option is exercisable only by the Grantee, regardless of
any community property interest therein of the spouse of the Grantee, or such
spouse's successor-in-interest. If the spouse of the Grantee shall have acquired
a community property interest in this Option, only the Grantee, or the Grantee's
permitted successor-in-interest, may exercise the Option on behalf of the spouse
of the Grantee or such spouse's successor-in-interest.
4. Adjustments. If the outstanding shares of the Common Stock
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are increased, decreased, changed into or exchanged for a different number or
kind of shares or securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares subject to the
unexercised portion of this Option. Any such adjustment in the unexercised
portion of this Option shall be made without change in the aggregate purchase
price applicable to the unexercised portion of the Option but with a
corresponding adjustment and price for each share or other unit of any security
covered by the Option. Adjustments shall be made by the Board, whose
determination as to what adjustments shall be made and the extent thereof shall
be final, binding and conclusive. No fractional shares of stock shall be issued
under this Option on any such adjustment.
5. Mechanics. This Option may be exercised by the Grantee or
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other person then entitled to exercise it by giving ten (10) days' written
notice of exercise to the Company specifying the number of shares to be
purchased and the total purchase price, accompanied by payment of such purchase
price, in cash or by certified or cashier's check payable to Company.
6. Withholding Taxes. Company shall have the right to require
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Grantee or such other holder of the Option or the Option Shares to pay to
Company any and all sums equal to any taxes which Company may be required to
withhold by reason of the Option, the Option Shares or the disposition of the
Option or the Option Shares.
7. Rights Before Issuance and Delivery. Neither Grantee nor any
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holder of the Option shall be entitled to the privileges of stock ownership with
respect to the Option Shares unless and until such shares have been issued to
such person as fully paid shares.
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8.1 All stock certificates representing shares of Option Shares, if
the Option is exercised, may bear three (3) legends in a form substantially
similar to the following:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES."
"THESE SECURITIES HAVE NOTE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED."
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A
RIGHT OF REPURCHASE BY THE COMPANY."
9. Stock Option Plan of 1997. This Option is subject to, and
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the Company and the Grantee agree to be bound by, all of the terms and
conditions of the Company's Stock Option Plan of 1997 ("Plan") as the same may
be amended from time to time in accordance with the terms thereof. A copy of the
Plan in its present form is available for inspection during business hours by
the Grantee or other persons entitled to exercise the Option at the Company's
principal office.
10. Notices. Any notice to be given to the Company shall be
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addressed to the Company at its principal office and any notice to be given to
the Grantee shall be addressed to him at the address given beneath the signature
hereto or at such other address as the Grantee may hereafter designate in
writing to the Company. Any such notice shall be deemed duly given when
personally delivered or deposited in the United States mail.
11. Applicable Law and Severability. This document shall, in all
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respects, be governed by the laws of the State of
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California applicable to agreements executed and to be wholly performed within
the State of California. Nothing contained herein shall be construed so as to
require the commission of any act contrary to law, and wherever there is any
conflict between any provision contained herein and any present or future
statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, the latter shall prevail but the provision of this
document which is affected shall be curtailed and limited only to the extent
necessary to bring it within the requirements of the law.
IN WITNESS WHEREOF, the parties have entered into this Incentive Stock
Option Agreement on the day and year first written above.
GRANTEE: COMPANY:
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a California corporation
_____________________________ By:_________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
_____________________________
Street Address
_____________________________
City, State, Zip Code
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SPOUSE'S CONSENT
By his or her signature below, the spouse of Grantee agrees to be bound by all
of the terms and conditions of the foregoing Agreement.
____________________________
Spouse
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