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Incentive Stock Option Agreement - BeFirst.com

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                                   BEFIRST.COM

                             INCENTIVE STOCK OPTION

                                    AGREEMENT

     AGREEMENT  made as of the ____ day of ____,  1999 (the "Grant Date") by and
between  BEFIRST.COM,  a New York  corporation,  having its office and principal
place of business located at 121 West 27th Street, Suite 903, New York, New York
10001 (the "Corporation") and __________ residing at ______________________ (the
"Holder").

                              W I T N E S S E T H:

     WHEREAS, on Grant Date, the Corporation  authorized the grant to the Holder
of an option to purchase an aggregate of ________  shares of the  authorized but
unissued  Common  Stock of the  Corporation,  $.001  par  value  (the  "Stock"),
pursuant to the Corporation's  1999 Stock Option Plan (the "Plan"),  conditioned
upon the Holder's  acceptance thereof upon the terms and conditions set forth in
this Agreement; and

     WHEREAS,  the  Holder  desires  to  acquire  said  option  on the terms and
conditions set forth in this Agreement;

     NOW,  THEREFORE,  in  consideration  of the  foregoing and of the terms and
conditions herein contained, the parties hereto agree as follows:

     1.  Subject  to the terms and  conditions  of the Plan,  a copy of which is
annexed hereto,  made a part hereof and the receipt thereof  acknowledged by the
Holder,  the  Corporation  hereby  grants to the Holder as a matter of  separate
agreement and not in lieu of salary, or any other compensation for services, the
right and


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option  (hereinafter  called the  "Option"),  to purchase  all or any part of an
aggregate of _________  shares of Stock on the terms and  conditions  herein set
forth.

     2. This Option shall be deemed to be an incentive stock option.

     3. The purchase  price of each share of Stock  subject to this Option shall
be $______.

     4. This Option shall be exercisable in whole or in part at any time or from
time to time for a period  terminating  at the close of business  five (5) years
from the Date of Grant.

     5. The  purchase  price of the  shares of Stock as to which  the  Option is
exercised  shall be paid in full at the time of exercise by (a) cash or check or
(b) in shares of Common Stock of the Corporation  already owned by the Holder as
provided in Paragraph 5(b)(iv) of the Plan. The Holder shall not have any of the
rights of a  stockholder  with respect to the Stock  covered by the Option until
the date of the issuance of a stock certificate to him for such shares of Stock.

     6. (a) The Option  shall be  exercisable  during  the five (5) year  period
commencing  from the Date of Grant and  terminating  on the close of business on
June 16, 2004 (the "Exercise Period").

     (b) The Holder is an  employee  of the  Corporation  and must remain in the
continuous  employ  of the  Corporation  for one year  from the Date of Grant in
order to exercise any part of the Option.

     (c) Except as provided in Paragraph 6(e) below,  this Option and the rights
and privileges conferred hereby may not be

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transferred,  assigned, pledged or hypothecated in any way (whether by operation
of law or  otherwise)  and shall not be  subject  to  execution,  attachment  or
similar process. Upon any attempt to transfer,  assign,  pledge,  hypothecate or
otherwise  dispose of this Option or any right or  privilege  conferred  hereby,
contrary to the provisions hereof, or upon the levy of any attachment or similar
process on the rights  and  privileges  conferred  hereby,  this  Option and the
rights and privileges conferred hereby shall immediately become null and void.

(d) In the  event  the  Holder's  employment  by the  Corporation  or any of its
subsidiaries  is  terminated  (for any reason  other than death,  disability  or
discharge  for  cause,  as  defined  in the Plan) any  Option  granted to him or
unexercised  portion  thereof  which was  otherwise  exercisable  on the date of
termination of employment  shall terminate  unless,  such Option,  to the extent
exercisable at  termination,  is exercised  within the earlier of six (6) months
after the  Holder  ceases to be an  employee  or the date of  expiration  of the
Option.  If the Holder's  employment is terminated for cause,  as defined in the
Plan, any Option or unexercised  portion  thereof granted to him shall terminate
and be of no further force and effect from the date of discharge.

     (e)  Upon  the  death  of the  Holder,  any  Option  granted  to him or the
unexercised  portion  thereof,  which was otherwise  exercisable  on his date of
death,  shall terminate unless such Option to the extent exercisable at death is
exercised by the executor or administrator of his estate,  within the earlier of
one

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(1) year  following  the  Holder's  death or the date of the  expiration  of the
Option.

     (f) In the event the Holder's  employment by the  Corporation or any of its
subsidiaries  is  terminated  due to disability of the Holder (as defined in the
Plan),  any  Option  granted to him or  unexercised  portion  thereof  which was
otherwise  exercisable on the date of termination of employment  shall terminate
unless,  such option,  to the extent  exercisable at  termination,  is exercised
within the earlier of three (3) years after the Holder  ceases to be an employee
on the date of expiration of the Option.

     (g) The Corporation  shall be obligated to sell and issue Stock pursuant to
this Option and the Plan and in accordance with the terms thereof but not before
the Stock with  respect to which the Option is being  exercised  is  effectively
registered or the sale thereof is exempt from registration  under the Securities
Act of  1933,  as  amended  (the  "Act"),  in the  opinion  of  counsel  for the
Corporation.

     (h) The Board of Directors of the  Corporation or the  Corporation's  Stock
Option Committee, as the case may be, may require, as a condition to the sale of
Stock on the exercise of any Option, that the person exercising such Option give
to  the  Corporation  such  documents  including  such  appropriate   investment
representations  as may be  required  by counsel  for the  Corporation  and such
additional  agreements and documents as the Board of Directors or the Committee,
as the  case  may  be,  shall  determine  to be in  the  best  interests  of the
Corporation.

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<PAGE>



     7. (a) If the outstanding shares of Stock of the Corporation are increased,
decreased,  changed into or exchanged for a different number or kind of stock or
securities of the  Corporation  or stock of a different par value or without par
value,  through  reorganization,   recapitalization,   reclassification,   stock
dividend,   stock  split,   amendment  to  the   Corporation's   Certificate  of
Incorporation   or  reverse  stock  split,  an  appropriate  and   proportionate
adjustment  shall  be made  in the  maximum  number  and/or  kind of  securities
allocated  to this  Option,  without  change  in the  aggregate  purchase  price
applicable to the  unexercised  portion of the outstanding  Options,  but with a
corresponding  adjustment  in the price for each share of Stock or other unit of
any security covered by this Option.

     (b)  Upon the  effective  date of the  dissolution  or  liquidation  of the
Corporation, or of a reorganization,  merger or consolidation of the Corporation
with one or more  corporations in which the  Corporation  will not survive as an
independent,  publicly owned corporation,  or of a transfer of substantially all
the property or more than eighty percent (80%) of the then outstanding shares of
Stock of the Corporation to another  corporation,  any Option granted  hereunder
shall  terminate  unless  provision be made in writing in  connection  with such
transaction for the continuance of the Plan and for the assumption of the Option
granted,  or the substitution for the Options of new options covering the shares
of a successor corporation,  or a parent or subsidiary thereof, with appropriate
adjustments  as to number and kind of stock and prices,  in which event the Plan
and the Option theretofore granted or the

                                       -5-




<PAGE>



new options  substituted  therefor,  shall  continue in the manner and under the
terms   so   provided.   In  the   event  of  such   dissolution,   liquidation,
reorganization,  merger, consolidation, transfer of assets or transfer of Stock,
and if provision is not made in such transaction for the continuance of the Plan
and for the assumption of this Option  theretofore  granted or the  substitution
for each Option of new options covering the shares of a successor corporation or
a parent or subsidiary thereof, then the Holder shall be entitled,  prior to the
effective date of any such transaction, to purchase the full number of shares of
Stock under the Option which he would  otherwise  have been entitled to purchase
during the remaining  term of such Option.  Upon the first purchase of shares of
Stock  pursuant  to a  tender  offer  or  exchange  offer,  other  than  by  the
Corporation,  for all or any part of the Stock,  the Holder  shall be  entitled,
prior to the  termination  date of any such tender  offer,  to purchase the full
number of shares of Stock under this Option which he  otherwise  would have been
entitled to purchase during the remaining term of such Option.

     (c)  Adjustments  under  this  paragraph  shall  be  made by the  Board  of
Directors,  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 the Plan or any such adjustment.

     8. Anything in this Agreement to the contrary  notwithstanding,  the Holder
hereby agrees that he shall not sell, transfer by any means or otherwise dispose
of the Stock  acquired  by him upon  exercise  of the Option  hereunder  without
registration

                                       -6-




<PAGE>



under the Act,  or in the event that they are not so  registered,  unless (a) an
exemption from the Act is available  thereunder and (b) the Holder has furnished
the Corporation  with notice of such proposed  transfer,  and the  Corporation's
legal counsel, in its reasonable  opinion,  shall deem such proposed transfer to
be so exempt,  or the Holder has furnished the  Corporation  with notice of such
proposed transfer,  together with an opinion of counsel reasonably  satisfactory
to the Corporation's legal counsel, that in such counsel's opinion such proposed
transfer shall be so exempt.

     9. (a) The  Corporation  may place stop  transfer  orders with its transfer
agent against the transfer of the shares of Stock  issuable  under the Option as
prohibited by Paragraph 8 hereof in the absence of registration under the Act or
an exemption therefrom provided herein.

     (b) The  certificates  evidencing  shares  of Stock to be  issued  upon the
exercise of the Option may bear the following legends:

          "The shares  represented by this  certificate have
          been  acquired  for  investment  and have not been
          registered  under the  Securities  Act of 1933, as
          amended. The shares may not be sold or transferred
          in  the  absence  of  such   registration   or  an
          exemption therefrom under said Act."

          "The shares  represented by this  certificate have
          been  acquired  pursuant  to an  option  agreement
          dated as of June 17,  1999,  a copy of which is on
          file  with  the   Corporation,   and  may  not  be
          transferred,  pledged  or  disposed  of  except in
          accordance with the terms and conditions thereof."

     10. Subject to the terms and conditions of this  Agreement,  the Option may
be exercised with respect to all or any portion of

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the  Stock  subject  hereto  at any  time and  from  time to time to the  extent
determined under Section 6 hereof,  by the delivery to the  Corporation,  at its
principal  place of business  of (a) the written  Notice of Exercise in the form
attached  hereto as  Exhibit  A,  which is  incorporated  herein  by  reference,
specifying  the  number of shares of Stock  with  respect to which the Option is
being  exercised  and signed by the  person  exercising  the Option as  provided
herein, and (b) payment of the purchase price.  Subject to the provisions of the
Plan,  the  Corporation  shall issue and deliver a certificate  or  certificates
representing  said Stock as soon as practicable  after the notice and payment is
so  received.  The  certificate  or  certificates  for the Stock as to which the
Option  shall  have been so  exercised  shall be  registered  in the name of the
person or persons so exercising the Option,  and shall be delivered as aforesaid
to or upon written order of the person or persons  exercising the Option. In the
event  the  Option  is being  exercised  pursuant  to the Plan by any  person or
persons other than the Holder,  the notice shall be  accompanied  by appropriate
proof of the right of such person or persons to exercise the Option.

     11. In the event of a conflict  between the  provisions of the Plan and the
provisions of this  Agreement,  the provisions of the Plan shall in all respects
be controlling.

     12. All  offers,  acceptances,  notices,  requests,  deliveries,  payments,
demands and other  communications  which are  required or  permitted to be given
under  this  Agreement  shall  be in  writing  and  shall  be  either  delivered
personally or sent by registered or certified  mail,  return receipt  requested,
postage prepaid to the

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parties at their respective addresses set forth herein, or to such other address
as either shall have specified by notice in writing to the other.  Same shall be
deemed given hereunder when so delivered or received, as the case may be.

     13. The  waiver by any party  hereto of a breach of any  provision  of this
Agreement  shall  not  operate  or be  construed  as a  waiver  of any  other or
subsequent breach.

     14. This Agreement  constitutes  the entire  Agreement  between the parties
with respect to the subject matter hereof.

     15. This  Agreement  shall inure to the benefit of and be binding  upon the
parties hereto and to the extent not prohibited herein,  their respective heirs,
successors and assigns and representatives. Nothing in this Agreement, expressed
or implied,  is intended to confer on any person  other than the parties  hereto
and  as  provided  above,  their  respective  heirs,  successors,   assigns  and
representatives any rights, remedies, obligations or liabilities.

     16. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.

                                            BEFIRST.COM

                                            By:__________________________
                                               Name:
                                               Title:

                                              -----------------------------
                                                       , Holder

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<PAGE>



                                    EXHIBIT A

                              NOTICE OF EXERCISE OF
                       BEFIRST.COM INCENTIVE STOCK OPTION
                           TO PURCHASE COMMON STOCK OF
                                   BEFIRST.COM

                                                 Name __________________________

                                                 Address _______________________

                                                 _______________________________

                                                 Date __________________________

BeFirst.com
121 West 27th Street, Suite 903
New York, NY  10001

Attention:  President

                  Re:      Exercise of BeFirst.com
                           Stock Option

Gentlemen:

     Subject to  acceptance  hereof in writing by  BeFirst.com  (the  "Company")
pursuant to the provisions of the  BeFirst.com  1999 Stock Option Plan, I hereby
elect to exercise options granted to me to purchase ________ shares of $.001 par
value Common Stock of the Company under the  BeFirst.com  Incentive Stock Option
Agreement  dated as of  _______________  (the  "Agreement"),  at $____ per share
(subject to adjustment as provided in the Agreement).

     Enclosed  is either (i) a  certified  check (or bank  cashier's  check) for
$_________  for  the  full  purchase  price  payable  to the  order  of  Suprema
Specialties,  Inc. or (ii) certificates  representing _________ shares of Common
Stock of the Company.

     As soon as the Stock  Certificate is registered in my name,  please deliver
it to me at the above address.

     I hereby  represent,  warrant,  covenant  and  agree  with the  Company  as
follows:

          The shares of the Common  Stock being  acquired by me will be acquired
     for my own account without the participation of any other person,  with the
     intent of holding the Common Stock for investment and without the intent of
     participating,  directly or  indirectly,  in a  distribution  of the Common
     Stock  and not  with a view to,  or for  resale  in  connection  with,  any
     distribution  of the Common  Stock,  nor am I aware of the existence of any
     distribution of the Common Stock;

          I am not  acquiring  the Common  Stock based upon any  representation,
     oral or written, by any person with respect to




<PAGE>



     the future  value of, or income  from,  the Common Stock but rather upon an
     independent examination and judgment as to the prospects of the Company;

          The  Common  Stock  was  not  offered  to  me  by  means  of  publicly
     disseminated  advertisements  or  sales  literature,  nor am I aware of any
     offers made to other persons by such means;

          I am able to bear the economic  risks of the  investment in the Common
     Stock, including the risk of a complete loss of my investment therein;

          I  understand  and agree that the Common Stock will be issued and sold
     to me without registration under any state law relating to the registration
     of  securities  for sale,  and will be issued and sold in  reliance  on the
     exemptions from  registration  under the Securities Act of 1933, as amended
     (the "1933  Act"),  provided by Sections  3(b) and/or 4(2)  thereof and the
     rules and regulations promulgated thereunder;

          The Common Stock cannot be offered for sale, sold or transferred by me
     other than pursuant to an effective registration under the 1933 Act or in a
     transaction  otherwise  in  compliance  with  the  1933  Act  and  evidence
     satisfactory  to the Company of compliance  with the applicable  securities
     laws of other jurisdictions.  The Company shall be entitled to rely upon an
     opinion of counsel  satisfactory  to it with respect to compliance with the
     above laws;

          The Company will be under no  obligation  to register the Common Stock
     or to comply  with any  exemption  available  for sale of the Common  Stock
     without registration, and the information or conditions necessary to permit
     routine  sales of  securities of the Company under Rule 144 of the 1933 Act
     may not be available with respect to any proposed sale of the Common Stock.
     The Company is under no  obligation to act in any manner so as to make Rule
     144 available with respect to the Common Stock;

          I have and have had complete  access to and the  opportunity to review
     and make copies of all  material  documents  related to the business of the
     Company.  I have  examined  such of  these  documents  as I  wished  and am
     familiar  with the business and affairs of the Company.  I realize that the
     purchase  of the  Common  Stock is a  speculative  investment  and that any
     possible profit therefrom is uncertain;

          I have had the  opportunity  to ask  questions of and receive  answers
     from the  Company  and any  person  acting on its  behalf and to obtain all
     material  information  reasonably available with respect to the Company and
     its affairs.  I have received all  information and data with respect to the
     Company which I have requested and which I have deemed relevant in

                                       -2-




<PAGE>


     connection  with the evaluation of the merits and risks of my investment in
     the Company;

          I have such knowledge and experience in financial and business matters
     that I am capable of evaluating the merits and risks of the purchase of the
     Shares hereunder and I am able to bear the economic risks of such purchase;
     and

          The agreements,  representations,  warranties and covenants made by me
     herein extend to and apply to all of the Common Stock of the Company issued
     to me  pursuant  to  this  Option.  Acceptance  by me  of  the  certificate
     representing  such Common  Stock shall  constitute  a  confirmation  by the
     undersigned Optionee that all such agreements, representations,  warranties
     and covenants made herein shall be true and correct at such time.

          I understand that the certificates  representing such shares of Common
     Stock being  purchased  by me in  accordance  with this notice shall bear a
     legend referring to the foregoing covenants, representations and warranties
     and restrictions on transfer,  and I agree that a legend to that effect may
     be placed on any certificate  which may be issued to me as a substitute for
     the certificates being acquired by me in accordance with this notice.

                                                    Very truly yours,

                                                    -----------------------

--------------------------------------------------------------------------------

AGREED TO AND ACCEPTED:

BEFIRST.COM

By: _______________________________

Title: ____________________________

Number of Shares
Exercised: ________________________

Number of Shares
Remaining: ________________________                     Date: __________________

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