Sample Business Contracts

Stock Option Agreement - Stock Option Agreement - Travelzoo Inc. and Ralph Bartel

Sponsored Links

                             STOCK OPTION AGREEMENT

     This Stock Option Agreement (the "Agreement") is entered into effective
as of January 22, 2001 (the "Date of Grant"),  by and between  Ralph Bartel (the
"Optionee") and Travelzoo Inc, a Delaware corporation (the "Company").


     WHEREAS,  the Optionee  and the Company  have  entered into a  contribution
agreement of even date herewith  (the  "Contribution  Agreement"),  according to
which the  Optionee  has agreed to  contribute  1,000  shares of common stock of
Silicon  Channels  Corporation,  a  California  corporation,  to the  Company in
exchange for shares of the Company's  common stock,  par value $.01 (the "Common
Stock")  plus a stock  option  to  purchase  shares  of the  Common  Stock  (the
"Option"); and

     WHEREAS,  on January 19, 2001, an  independent  committee of  disinterested
directors of the Company unanimously approved the Contribution Agreement and the
grant of the Option to the Optionee; and

     WHEREAS,  the Company has reserved  such number of shares of the  Company's
Common Stock as may from time to time be issuable upon exercise of the Option.


     NOW THEREFORE,  in consideration of the foregoing recitals and the promises
and covenants  contained herein, and for other good and valuable  consideration,
the  receipt  and  adequacy  of  which  are  hereby  acknowledged,  the  parties
represent, covenant and agree as follows:

     1.  Grant of Option. The Company  hereby  grants to the  Optionee,  and the
Optionee hereby accepts,  an Option, as modified by the Stock Split, to purchase
from the Company  2,158,349  shares of the  Company's  Common Stock (the "Option
Shares") at an exercise price of $1.00 per share (the "Exercise Price"), subject
to the terms and conditions set forth in this Agreement.

     This Option is not  intended to be and shall not be treated as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

     2.  Vesting  Schedule. This Option shall vest and shall be exercisable,  in
whole or in part, immediately upon execution of this Agreement.

     3.  Term of Option. This Option may be  exercised at any time from the Date
of Grant in  accordance  with the terms of this  Agreement.  This  Option  shall
terminate ten (10) years from the Date of Grant subject to the  restrictions and
limitations of Section 6 below.

     4.  Method of Exercise.

         (a)  This Option shall be exercisable by delivery of a written exercise
notice which shall state the  Optionee's  election to exercise  the Option,  the
number of Option Shares with respect to which the Option is being exercised, and
such other  warranties,  representations  and  agreements  regarding  Optionee's
investment intent with respect to such shares of Common Stock as may be required
by the  Company  to  comply  with  applicable  securities  laws  (the  "Exercise
Notice").  The  Exercise  Notice  shall be signed by the  Optionee  and shall be
delivered in person or by certified mail to any one of the Company's  Directors.
The Exercise  Notice shall be accompanied  by payment of the aggregate  Exercise
Price as to all  exercised  shares.  This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed  Exercise Notice  accompanied
by the aggregate Exercise Price.

         (b)  Payment of the  aggregate  Exercise  Price for Option Shares being
purchased  may be made (i) in cash or by check,  or (ii) by any  other  means of
exercise authorized from time to time by the Company's Board of Directors.

         (c)  No shares of Common Stock shall be issued pursuant to the exercise
of the Option  unless such  issuance  and such  exercise  shall  comply with all
relevant provisions of law and the requirements of any stock exchange upon which
the Common Stock may then be listed.  Assuming such  compliance,  for income tax


purposes  the shares of Common  Stock  shall be  considered  transferred  to the
Optionee  on the date on which the  Option is  exercised  with  respect  to such

     5.  Investment Representation.  The Optionee hereby represents and warrants
to the Company that the Optionee,  by reason of the Optionee's  relationship  to
the  Company  and  Optionee's  access to all  financial  and  other  information
regarding the Company or  Optionee's  business or financial  experience  (or the
business or financial experience of the Optionee's professional advisors who are
unaffiliated with and who are not compensated by the Company or any affiliate or
selling  agent of the  Company,  directly or  indirectly),  has the  capacity to
protect  the  Optionee's  own  interests  in  connection  with the  transactions
contemplated under this Agreement.

     6.  Death of Optionee. In the event of  Optionee's  death while this Option
remains  exercisable,  the Optionee's legal representative or representatives or
the persons  entitled to do so under the  Optionee's  last will and testament or
under applicable  intestate laws shall have the right to exercise this Option at
any time within a period of one (1) year after  death,  but not after such death
if such death occurs after ten (10) years from the Date of Grant.

     7.  Adjustments. In the event of any merger, reorganization, consolidation,
recapitalization,  stock dividend,  stock split or similar change  affecting the
Common Stock, a substitution or  proportionate  adjustment  shall be made in the
kind,  number  and  exercise  price of  shares of Common  Stock  subject  to the
unexercised  portion of the Option. The terms of such substitution or adjustment
shall be as reasonably determined by the Company's Board of Directors.

     8.  Non-Transferability  of Option.  Without the express written consent of
the Board of Directors of the Company, this Option may not be transferred in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised  during  Optionee's  lifetime  only by Optionee.  The terms of this
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of Optionee.

     9.  Securities Laws  Requirements.  This Option shall not be exercisable to
any extent, and the Company shall not be obligated to transfer any Option Shares
to Optionee upon exercise of such Option,  if such  exercise,  in the opinion of
counsel for the Company,  would violate the  Securities  Act of 1933 (the "Act")
(or any other federal or state statutes having similar requirements as may be in
effect at that  time).  Further,  the  Company  may  require as a  condition  of
transfer  of any Option  Shares  pursuant  to any  exercise  of the Option  that
Optionee furnish a written representation that he is purchasing or acquiring the
Option Shares for  investment and not with a view to resale or  distribution  to
the public. The Optionee hereby represents and warrants that he understands that
the Option Shares are "restricted  securities," as defined in Rule 144 under the
Act,  and that any resale of the Option  Shares must be in  compliance  with the
registration  requirements of the Act, or an exemption  therefrom,  and with the
requirements  of any applicable  "Blue Sky" law. Each  certificate  representing
Option  Shares shall bear the legends set forth below and any other legends that
may be required by the Company or by any federal or state securities laws:

         THESE SHARES.

     Further, if the Company decides,  in its sole discretion,  that the listing
or  qualification  of the Option Shares under any securities or other applicable
law is necessary or desirable, the Option shall not be exercisable,  in whole or
in part,  unless  and until  such  listing  or  qualification,  or a consent  or
approval with respect thereto,  shall have been effected or obtained free of any
conditions not acceptable to the Company.

     10. No Obligation to Register Option Shares.  The Company shall be under no
obligation  to  register  the  Option  Shares  pursuant  to the Act or any other
federal or state securities laws.

     11. Market Stand-Off.  In connection with any underwritten  public offering
by the Company of its equity  securities  pursuant to an effective  registration
statement  filed  under  the  Act,  for  such  period  as  the  Company  or  its
underwriters  may request (such period not to exceed 180 days following the date
of the applicable  offering),  the Optionee  shall not,  directly or indirectly,
sell,  make any short sale of,  loan,  hypothecate,  pledge,  offer or grant any
option or other  contract  for the  purchase  of,  purchase  any option or other
contract  for the sale of, or  otherwise  dispose  of or  transfer,  or agree to


engage in any of the foregoing  transactions  with respect to, any Option Shares
acquired under this Agreement  without the prior written  consent of the Company
or its underwriters.

     12. Protections  Against   Violations  of  Agreement.  No  purported  sale,
assignment,  mortgage,  hypothecation,   transfer,  pledge,  encumbrance,  gift,
transfer in trust  (voting or other) or other  disposition  of, or creation of a
security  interest  in or lien on, any of the Option  Shares by the  Optionee in
violation  of  the   provisions  of  this   Agreement  or  the   Certificate  of
Incorporation  of the Company,  will be valid, and the Company will not transfer
any of said  Option  Shares on its books nor will any of said  Option  Shares be
entitled to vote, nor will any dividends be paid thereon, unless and until there
has been  full  compliance  with  said  provisions  to the  satisfaction  of the
Company.  The foregoing  restrictions  are in addition to and not in lieu of any
other remedies, legal or equitable, available to enforce said provisions.

     13. Withholding   Requirements.   The   Company's  obligations  under  this
Agreement  shall  be  subject  to  all  applicable  tax  and  other  withholding
requirements,  and the Company shall,  to the extent  permitted by law, have the
right to deduct any withholding amounts from any payment or transfer of any kind
otherwise due to Optionee.

     14. Taxation  Upon  Exercise of Option.  Optionee  understands  that,  upon
exercising the Option,  he may recognize  income for tax purposes,  both federal
and state, in an amount equal to the excess of the then fair market value of the
Option  Shares  over the  Exercise  Price.  However,  the timing of this  income
recognition  may be  deferred  for up to six  months if  Optionee  is subject to
Section 16 of the Securities Exchange Act of 1934, as amended. If Optionee is an
employee, the Company will be required to withhold from Optionee's compensation,
or collect from Optionee and pay to the applicable taxing  authorities an amount
equal to a percentage of this  compensation  income.  The Optionee shall satisfy
his tax withholding  obligation  arising upon the exercise of this Option out of
Optionee's compensation or by payment to the Company.

     15. Entire   Agreement  and  Waiver.  This  Agreement  contains  the entire
agreement  between the parties  hereto  related to the subject matter hereof and
supersedes all prior and contemporaneous agreements, arrangements,  negotiations
and  understandings  between the parties hereto relating  thereto.  There are no
other agreements,  understandings,  statements, promises or inducements, oral or
otherwise,  contrary  to  the  terms  of  this  Agreement.  No  representations,
warranties,  covenants or conditions,  express or implied, whether by statute or
otherwise,  other than as set forth herein,  have been made by any party hereto.
No waiver of any term,  provision  or condition  of this  Agreement,  whether by
conduct or  otherwise,  in any one or more  instances,  shall be deemed to be or
shall constitute a waiver of any other provision hereof, whether or not similar,
nor shall such waiver  constitute  a continuing  waiver,  and no waiver shall be
binding unless executed in writing by the party making the waiver.

     16. Governing  Law. This Agreement  shall be construed in accordance  with,
and governed in all respects  by, the laws of the State of  California,  without
giving effect to the principles of conflicts of laws thereof.

     17. Counterparts.  This Agreement may be executed in several  counterparts,
and all counterparts so executed shall constitute one Agreement,  binding on all
of the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.

     18. Amendment.  This  Agreement  may  be  altered  or  amended  only  by an
instrument in writing signed by each of the parties hereto,  and such alteration
or  amendment  shall be  binding  upon the  parties,  and all other  persons  or

     19. Severability.  The  invalidity or  unenforceability  of  any particular
provision of this Agreement shall not affect the other  provisions  hereof,  and
this  Agreement  shall  be  construed  in all  respects  as if such  invalid  or
unenforceable provisions were omitted herefrom.

     20. Notices.  All notices  and other  communications  under this  Agreement
("Notices")  shall be in writing and shall be deemed to have been duly given (i)
on the date of service if served personally on the party to whom notice is to be
given,  or (ii)  when  dispatched,  during  the  normal  business  hours  of the
addressee,  by customary means of  telefacsimile,  on the date dispatched or, if
dispatched  after the  recipient's  normal  business  hours,  at the  opening of
business  on the next  business  day, or (iii) on the third  business  day after
mailing  if mailed to the party to whom  notice is to be given,  by first  class
mail registered or certified,  postage prepaid; provided,  however, that Notices
to the Company  concerning  the  exercise of the Option  shall be deemed to have
been duly given only on the date  actually  received by the Company.  Notices to
(i) the Company shall be addressed to any one of the Company's  Directors at the
Company's  corporate  headquarters,  and (ii) the Optionee at his address in the
Company's records.


     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement as of the date first above written.

OPTIONEE:                                   TRAVELZOO INC.,
                                            a Delaware corporation

   /s/ Ralph Bartel                           /s/ Ralph Bartel
-----------------------------------         ------------------------------------
         Ralph Bartel                                    Ralph Bartel