DAG MEDIA, INC.
INCENTIVE STOCK OPTION AGREEMENT
As of March 22, 2001
DAG Media, Inc., a New York corporation (the "Company), hereby grants to
▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Optionee") of MRD Telecom Inc. (the "Agency") a stock option
to purchase a total of 20,000 shares of the Company's Common Stock, par value $
0.001 per share ("Common Stock"), at the price of $ 1.563 (closing price in
grant date 3/22/01) per share on the terms and conditions set forth herein.
1. Duration.
(a) This option was granted as of the date first above written.
(b) This option shall expire five (5) years from the date hereof
(the "Termination Date").
2. Price.
The purchase price of $1.563 for each share of Common Stock upon
exercise of this option is not less than the fair market value on
the date hereof.
3. Written Notice of Exercise.
This option, to the extent it is exercisable as provided in Section
9 herein, may be exercised only by delivering to the Secretary of
the Company, at its principal office within the time specified in
Paragraph 1 hereof or such
shorter time as is otherwise provided for herein, a written notice
of exercise substantially in the form describe in Section 9.
4. Anti-Dilution Provisions.
(a) If there is any stock dividend or recapitalization resulting
in a stock split, or combination or exchange of shares of
Common Stock of the Company, the number of shares of Common
Stock then subject to this option shall be proportionately and
appropriately adjusted; no change shall be made in the
aggregate purchase price to be paid for all shares subject to
this option, but the aggregate purchase price shall be
allocated among all shares subject to this option after giving
effect to the adjustment; provided, however, that any
fractional shares resulting from any such adjustment shall be
eliminated.
(b) If there is any other change in the Common Stock of the
Company, including recapitalization, reorganization, sale or
exchange of assets, exchange of shares, offering of
subscription rights, or a merger or consolidation in which the
Company is the surviving corporation, an adjustment, if any,
shall be made in the shares then subject to this option as the
Company's Board of Directors the ("Board") or the Compensation
Committee of the Board (the "Committee") may deem equitable.
Failure of the Board or the Committee to provide for an
adjustment pursuant to this
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subparagraph prior to the effective date of any Company action
referred to herein shall be conclusive evidence that no
adjustment is required in consequence of such action.
(c) If the Company is merged into or consolidated with any other
corporation, or if it sells all or substantially all of its
assets to any other corporation, then either (i) the Company
shall cause provisions to be made for the continuance of this
option after such event, or for the substitution for this
option of an option covering the number and class of
securities and/or cash or other property which the Optionee
would have been entitled to receive in such merger or
consolidation by virtue of such sale if the Optionee had been
the holder of record of a number of shares of Common Stock of
the Company equal to the number of shares covered by the
unexercised portion of this option; provided, only that the
excess of the aggregate fair market value of the shares
subject to the options immediately after such substitution
over the purchase price thereof is not more than the excess of
the aggregate fair market value of the shares subject to such
options immediately before such substitution over the purchase
price thereof, or (ii) the Company shall give the Optionee
written notice of its election not to cause such provision to
be made and this option shall become exercisable in full (or,
at the election of the Optionee, in part) at any time during a
period of ten (10) days, to be designated by the Company,
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ending not more than ten (10) days prior to the effective date
of the merger, consolidation or sale, in which case this
option shall not be exercisable to any extent after the
expiration of such ten (10) day period. In no event, however,
shall this option be exercisable after the Termination Date.
5. Investment Representation and Legend of Certificates.
The Optionee agrees that until such time as a registration statement
under the Securities Act of 1933, as amended, becomes effective with
respect to the option and/or the stock, the Optionee is taking this
option and will take the stock underlying this option, for
investment and not for resale or distribution. The Company shall
have the right to place upon the face of any stock certificate or
certificates evidencing shares issuable upon the exercise of this
option such legend as the Board on the Committee may prescribe for
the purpose of preventing disposition of such shares in violation of
the Securities Act of 1933, as amended.
6. Non-Transferability.
This option shall not be transferable by the Optionee other than by
will or by the laws of descent and distribution, and is exercisable
during the lifetime of the Optionee only by the Optionee.
7. Certain Rights Not Conferred by Option.
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The Optionee shall not, by virtue of holding this option, be
entitled to any rights of a stockholder in the Company.
8. Expenses.
The Company shall pay all original issue and transfer taxes with
respect to the issuance and transfer of shares of Common Stock of
the Company pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith.
9. Exercise of Options
(a) This option shall become exercisable in accordance with its
terms, in three annual installments as follows: 4,000 shares
commencing one year after the date of grant; 4,000 additional
shares commencing on each of the following anniversaries of
the date of grant..
(b) This option shall be exercisable by written notice of such
exercise, in the form prescribed by the Board or the
Committee, to the Secretary of the Company, at its principal
office. The notice shall specify the number of shares for
which the option is being exercised (which number, if less
than all of the shares then subject to exercise, shall be 100
or a multiple thereof) and shall be accompanied by payment (i)
in cash or by check of the amount of
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the full purchase price of such shares or (ii) in such other
manner as the Board or the Committee shall deem acceptable.
(c) No shares shall be delivered upon exercise of any option until
all laws, rules and regulations which the Board or the
Committee may deem applicable have been complied with. If a
registration statement under the Securities Act of 1933, as
amended, is not then in effect with respect to the shares
issuable upon such exercise, the Company may require as a
condition precedent that the person exercising the option give
the Company a written representation and undertaking,
satisfactory in form and substance to the Board or the
Committee, that such person is acquiring the shares for their
own account for investment and not with a view to the
distribution thereof.
(d) The person exercising an option shall not be considered a
record holder of the stock so purchased for any purpose until
the date on which such person is actually recorded as the
holder of such stock in the records of the Company.
(e) This option shall be exercisable only so long as the Optionee
shall continue to be an employee of MRD Telecom Inc. in-so-far
as the Agency remains affiliated with the Company and within
the three month period after the date of termination of his
employment to the extent it was exercisable on the day prior
to the date of
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termination. Notwithstanding the foregoing, in no event shall
this option be exercisable after the Termination Date.
(f) Notwithstanding the provisions of Section 9 (e) above, in the
event the Optionee is unable to continue his employment with
MRD Telecom as a result of his total and permanent disability
(as defined in Section 105(d)(4) of the Internal Revenue Code
of 1986, as amended), he may, but only within twelve (12)
months from the date of disability, exercise this option to
the extent he was entitled to exercise it at the date of such
disability. Notwithstanding the foregoing, in no event shall
this option be exercisable after the Termination Date.
(g) Notwithstanding the provisions of Section 9(e) above, in the
event of death of the Optionee:
(i) during the term of this option who is at the time of his
death an employee of MRD Telecom Inc. and who shall have
been in Continuous Status (as defined in the Plan) as an
employee of MRD Telecom Inc. since the date of grant of
this option, this option may be exercised, at any time
within twelve (12) months following the date of death,
by the Optionee's estate or by a person who acquired the
right to exercise this option by request or inheritance,
but only to the extent of the right that would
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have accrued had the Optionee continued living one (1)
month after the date of death; or
(ii) within three (3) months after the termination of
Continuous Status as an employee of MRD Telecom Inc.,
this option may be exercised, at any time within three
(3) months following the date of death, by the
Optionee's estate or by a person who acquired the right
to exercise the option by bequest or inheritance, but
only to the extent of the right to exercise that had
accrued at the date of termination.
(iii) Notwithstanding the provisions of this Section (g), in
no event shall this option be exercisable after the
termination Date.
10. Continued Employment.
Nothing herein shall be deemed to create any employment agreement or
between the Company or MRD Telecom Inc. and the Optionee.
DAG Media, Inc.
By: /s/ Assaf Ran
-----------------
Name: Assaf Ran
Title: President
Accepted as of the date
First set forth above:
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/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇
Agency: MRD Telecom Inc.
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