EXHIBIT 10.3
SALES ONLINE DIRECT, INC.
1999 OMNIBUS SHARE PLAN
1. PURPOSE. The purpose of the 1999 Omnibus Share Plan of Sales Online
Direct, Inc. (the "Plan") is to promote the financial interests of Sales Online
Direct, Inc. (the "Company"), including its growth and performance, by
encouraging the directors, officers and employees of the Company and its
subsidiaries to acquire an ownership position in the Company, enhancing the
ability of the Company and its subsidiaries to attract and retain employees of
outstanding ability, and providing employees with a way to acquire or increase
their proprietary interest in the Company's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section
18, the number of shares of common stock, par value $.001 per share, in the
Company (the "Shares") which shall be available for the grant of awards under
the Plan shall be 1,000,000 Shares.
Shares subject to an award that expires unexercised, that is forfeited,
terminated or canceled, in whole or in part, or is paid in cash in lieu of
Shares, shall thereafter again be available for grant under the Plan.
3. ADMINISTRATION. The Plan shall be administered by the Board of Directors
of the Company (the "Board") or by a committee of the Board appointed in
accordance with this Section 3. (The Board, or the committee, if appointed, are
referred to in this Plan as the "Committee").
At any time, the Board may appoint a Committee, consisting of not less than
two of its members to administer the Plan on behalf of the Board in accordance
with such terms and conditions not inconsistent with this Plan as the Board may
prescribe. Once appointed, members of the Committee shall continue to serve
until otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members, remove members (with
or without cause) and appoint new members in their place, fill vacancies however
caused, and/or remove all members of the Committee and thereafter directly
administer the Plan.
Subject to the provisions of the Plan, the Committee shall (i) from time to
time select directors, officers and employees of the Company and its
subsidiaries who will participate in the Plan (the "Participants"), (ii)
determine the type of awards to be made to Participants, (iii) determine the
Shares or share units subject to awards, and (iv) have the authority to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, determine the terms and provisions of any agreements
entered into hereunder, and make all other determinations necessary or advisable
for the administration of the Plan. The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any award in the
manner and to the extent it shall deem desirable to carry it into effect. The
determinations of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive.
4. ELIGIBILITY. All directors and all officers and employees of the Company
and its subsidiaries who have demonstrated significant management potential, or
who have contributed or have the capacity for contributing in a substantial
measure to the successful performance of the Company, or who have excelled in
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their performance on behalf of the Company, all as determined by and in the sole
and absolute discretion of the Committee, are eligible to be Participants in the
Plan.
5. AWARDS. Awards under the Plan ("Awards") may consist of the following:
stock options (either incentive stock options within the meaning of Section 422
of the Internal Revenue Code or non-qualified stock options), stock appreciation
rights, grants of restricted stock, performance shares, stock bonuses and other
stock-based awards. Awards of performance shares and restricted stock, stock
bonuses and other stock-based awards may provide the Participant with dividends
or dividend equivalents and voting rights prior to vesting (whether based on a
period of time or based on attainment of specified performance conditions).
6. STOCK OPTIONS. The following terms shall apply, except to the extent
varied in any Award Agreement as defined in Section 11 herein.
(a) General. The Committee shall establish the option price at the time
each stock option is granted, which price may, in the discretion of the
Committee, be less than 100% of the fair market value of the Shares on the date
of grant. Stock options shall be exercisable for such period as specified by the
Committee, but in no event may options be exercisable more than ten years after
their date of grant.
(b) Payment. The exercise price for each option shall be paid in full at
the time of such exercise. Such payment may be made (i) in cash or by check
payable to the order of the Company, (ii) with Shares of the Company, to the
extent the fair market value of the Shares on the date of exercise equals the
exercise price for the Option Shares purchased, (iii) by surrender to the
Company of options to purchase Shares, to the extent of the difference between
the exercise price of such options and the Fair Market Value (as hereinafter
defined) of the Shares subject to such options (the "spread"), (iv) by
promissory note or other payment arrangement agreed to by the Committee, or (v)
any combination of the foregoing agreed to by the Committee. The Company shall
have the right, and the Participant may require the Company, to withhold and
deduct from the number of Shares deliverable upon the exercise hereof a number
of Shares having an aggregate fair market value equal to the amount of taxes and
other charges that the Company is obligated to withhold or deduct from amounts
payable to the Participant.
(c) Incentive Stock Options. An option granted under the Plan may be a
non-qualified stock option or an "incentive stock option" ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and if not otherwise specified, shall be deemed
to be an Incentive Stock Option. The price at which Shares may be purchased upon
exercise of an Option shall be equal to the Fair Market Value on the date the
option is granted; provided, however, that in the case of Incentive Stock
Options, if at the time the option is granted the participant owns Shares
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, then the option price shall be not less than 110% of the
Fair Market Value of the Shares on the date the option is granted. An Incentive
Stock Option shall not result in income upon the receipt of the option to the
extent (i) the aggregate fair market value (determined at the time the option is
granted) of the Shares that may be purchased by the optionee during any calendar
year (under the Plan and all other plans of the Company) does not exceed
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$100,000; and (ii) the optionee (other than the optionee's estate where the
optionee is deceased) does not dispose of the Shares until the later of (a) two
years from and after the date the option is granted, and (b) one year after the
date the Shares are issued to the optionee. In the event of a disposition of
Shares received upon exercise of an Incentive Stock Option where the disposition
occurs within two years from the date the option is granted or one year from the
receipt of the shares, the optionee shall notify the Corporate Secretary of the
Company in writing as to the date of such disposition, the sale price (if any),
and the number of Shares involved.
(d) Fair Market Value. The "Fair Market Value" per Share as of any
particular date shall be the closing market price per Share on the trading day
immediately preceding such date, as reported on the principal securities
exchange or market on which the Shares are then listed or admitted to trading,
or if not so reported, the average of the bid and asked prices on the trading
date immediately preceding such date as reported by Nasdaq, or if not so
reported, as determined by the Committee in good faith.
7. STOCK APPRECIATION RIGHTS. Stock appreciation rights may be granted in
tandem with a stock option, in addition to a stock option, or may be
freestanding and unrelated to a stock option. Stock appreciation rights granted
in tandem with or in addition to a stock option may be granted either at the
same time as the stock option or at a later time. No stock appreciation right
shall be exercisable earlier than six months after grant, except in the event of
the Participant's death or disability. A stock appreciation right shall entitle
the Participant to receive from the Company an amount equal to the increase of
the fair market value of the Share on the exercise of the stock appreciation
right over the grant price. The Committee, in its sole discretion, shall
determine whether the stock appreciation right shall be settled in cash, Shares
or a combination of cash and Shares.
8. PERFORMANCE SHARES. Performance shares may be granted in the form of
actual Shares or share units having a value equal to an identical number of
Shares. In the event that a certificate is issued in respect of Shares subject
to a grant of performance shares, such certificate shall be registered in the
name of the Participant but shall be held by the Company until the time the
Shares subject to the grant of performance shares are earned. The performance
conditions and the length of the performance period shall be determined by the
Committee. The Committee, in its sole discretion, shall determine whether
performance shares are granted in the form of share units shall be paid in cash,
Shares or a combination of cash and Shares.
9. RESTRICTED STOCK. Restricted stock may be granted in the form of actual
Shares or share units having a value equal to an identical number of Shares. In
the event that a certificate is issued in respect of a grant of restricted
stock, such certificate shall be registered in the name of the Participant
subject to all restrictions, and shall bear a legend to such effect until the
end of the restricted period. The employment conditions and the length of the
period for vesting of restricted stock shall be established by the Committee at
the time of grant. The Committee, in its sole discretion, shall determine
whether restricted stock granted in the form of share units shall be paid in
cash, Shares, or a combination of cash and Shares.
10. STOCK BONUS AWARDS. Stock bonus awards may be granted in the form of
Shares or share units having a value equal to an identical number of Shares. A
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stock bonus award shall entitle the Participant to receive the number of Shares
specified in the award certificate as a bonus under this Plan, without any
consideration for such Shares. In the event that a stock certificate is issued
in respect of Shares subject to a grant of a bonus award of common stock, such
certificate shall be issued in the name of the Participant and will generally be
issued to the Participant within 15 days after proper presentment of the award
certificate. The Committee, in its sole discretion, shall determine whether
bonus stock granted in the form of share units shall be paid in cash, Shares, or
a combination of cash and Shares.
11. AWARD AGREEMENTS. Each award under the Plan shall be evidenced by an
agreement ("Award Agreement") setting forth the terms and conditions, as
determined by the Committee, which shall apply to such award, in addition to the
terms and conditions specified in the Plan. In the event that discrepancies
exist between the Plan and any Award Agreement, the Award Agreement shall
control.
12. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made pursuant to the Plan, or to require prior to the issuance or
delivery of any Shares or the payment of cash under the Plan, any taxes required
by law to be withheld therefrom. The Participant may elect to satisfy such
withholding obligation by having the Company retain the number of Shares whose
fair market value equal the amount required to be withheld. Any fraction of a
Share required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash to the Participant.
13. LIMITED TRANSFERABILITY. No Award shall be transferred, assigned,
pledged or hypothecated, other than by will and the laws of descent and
distribution, and no right of interest of any Participant shall be subject to
execution, attachment or similar process. Notwithstanding the foregoing, an
Award Agreement, by including therein an express provision to that effect, may
permit a Participant to transfer such Awards, other than Incentive Stock
Options, to his spouse, lineal ascendants, lineal descendants or to a duly
established trust for the benefit of one or more of these individuals. Awards so
transferred may thereafter be transferred only to the Participant or to an
individual or trust to whom he could have initially transferred the Awards
pursuant to this Section. Awards transferred pursuant to this Section shall be
held by the transferee according to the same terms and conditions as applied to
the Participant. Upon any attempt to transfer any Award, or to assign, pledge,
hypothecate or otherwise dispose of any Award in violation of this provision, or
upon the levy of any attachment or similar process upon any Award or any rights
hereunder, such Award shall immediately lapse and become null and void.
14. NO RIGHT TO AWARDS. No person shall have any claim or right to be
granted an award, and the grant of an award shall not be construed as giving a
Participant the right to be retained in the employ of the Company or its
subsidiaries. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any agreement entered into
hereunder.
15. CORPORATE REORGANIZATION
(a) Anything in the Plan or in any Award Agreement or any award granted
hereunder to the contrary notwithstanding, in the event of (i) the acquisition
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of "beneficial ownership" (as defined in Regulation 13D under the Securities
Exchange Act of 1934, as amended), by a person, entity or group of 25% or more
of the Shares; (ii) the election, in a two-year period or less, of directors
constituting a majority of the Board who were not nominated by the Board
("Non-Continuing Directors"); (iii) the commencement of a tender offer (other
than by the Company) for any Shares; (iv) a sale or transfer, in one or a series
of transactions, of assets having a fair market value of 50% or more of the fair
market value of all assets of the Company; (v) a merger, consolidation or share
exchange pursuant to which the Shares of the Company are or may be exchanged for
or converted into cash, property or securities of another issuer; or (vi) the
liquidation of the Company (an "Extraordinary Event"), any Award carrying a
right to exercise that was not exercisable and vested shall become fully
exercisable and vested, and (ii) any restrictions or forfeiture conditions
applicable to any other Awards granted under the Plan shall lapse and terminate,
any performance conditions imposed with respect to any such Awards shall be
deemed to be fully achieved on and at all times after the Event Date (as defined
below), and such Awards shall be deemed fully vested without restriction from
and after the Event Date.
(b) The "Event Date" means (i) the date of acquisition of beneficial
ownership of 25% or more of the Shares; (ii) the date of the election of
directors as a result of which the majority of the Board is comprised of
Non-Continuing Directors; (iii) the commencement of a tender offer, if the
Extraordinary Event is a tender offer; or (iv) in the case of any other
Extraordinary Event, the day preceding the record date in respect of such
Extraordinary Event, or if no record date is fixed, the day preceding the date
as of which shareholders of record become entitled to the consideration payable
in respect of such Extraordinary Event. Notwithstanding the foregoing, the
immediate vesting of any Award shall be conditioned upon the actual occurrence
and completion of the Extraordinary Event.
(c) In the event of the acceleration of the exercise date of any option
pursuant to this Section, the exercise price for which shall not have been fixed
as of the Event Date, the exercise price per Share subject to such option shall
be equal to the average Fair Market Value per Share for the thirty (30) days
preceding the announcement or other publication of the Extraordinary Event.
(d) In case of an Extraordinary Event other than a tender offer, the
exercise of any option pursuant to this Section prior to the Event Date shall be
effective on and as of the Event Date. Upon the exercise of such option upon the
occurrence of an Extraordinary Event, the Company shall issue, on and as of the
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effective date of such exercise, all Shares with respect to which such option
shall have been exercised. In the event that the Participant fails to exercise
his or her option, in whole or in part, pursuant to this Section upon an
Extraordinary Event, or if there shall be any capital reorganization or
reclassification of the Shares, the Company shall take such action as may be
necessary to enable such Participant to receive upon any subsequent exercise of
his or her options, in whole or in part, in lieu of Shares, securities or other
assets as were issuable or payable upon such Extraordinary Event in respect of,
or in exchange for, such Shares.
16. TERMINATION OF RIGHTS. All unexercised or unexpired options, rights,
performance shares and other such rights granted or awarded under this Plan
(collectively, "Rights") will terminate, be forfeited and will lapse immediately
if such Participant's employment or relationship with the Company is terminated
for any reason, unless and to the extent the Committee permits the exercise of
such Rights after the date of such termination. If a Participant's employment or
relationship with the Company is terminated by reason of his disability or
death, such Participant or such Participant's personal representatives, estate
or heirs (as the case may be) may exercise, subject to any restrictions imposed
by the Committee at the time of the grant, for a period of one year after the
Participant's death or disability, any Right which was exercisable by the
Participant as of the date of his death or disability, unless otherwise provided
by the Committee.
17. REGISTRATION. If the Company shall be advised by its counsel that any
Shares deliverable upon any exercise of a Right are required to be registered
under the Securities Act of 1933, or that the consent of any other authority is
required for the issuance of such Shares, the Company may effect registration or
obtain such consent, and delivery of Shares by the Company may be deferred until
registration is effected or such consent is obtained.
18. ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any change in the
outstanding Shares by reason of any share dividend or split, recapitalization,
merger, consolidation, spinoff, combination or exchange of Shares or other
corporate change, or other distributions to common shareholders other than
regular cash dividends, the Committee may make such substitution or adjustment,
if any, as it deems to be equitable, as to the number or kind of Shares or other
securities issued or reserved for issuance pursuant to the Plan and to
outstanding awards.
19. AMENDMENT. The Committee may amend or terminate the Plan or any portion
thereof at any time, provided that, without such Participant's consent, no
amendment or termination shall affect adversely any of the rights of a
participant under any Award theretofore granted under the Plan.
20. EFFECTIVE DATE. The Plan shall be effective upon its adoption by the
Board of Directors, subject to ratification by the shareholders. Subject to
earlier termination pursuant to Section 19, the Plan shall have a term of ten
years from and after its effective date.
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INCENTIVE STOCK OPTION AGREEMENT
under the
SALES ONLINE DIRECT, INC.
1999 OMNIBUS SHARE PLAN
THIS AGREEMENT is made this ________________, by and between SALES ONLINE
DIRECT, INC (the "Company") and _________________ (the "Optionee").
WHEREAS, the Board of Directors of the Company (the "Board") considers it
desirable and in the Company's best interest that the Optionee be given an
opportunity to purchase its common shares of stock, par value $.001 per share
("Shares"), pursuant to the terms and conditions of the Sales Online Direct,
Inc. 1999 Omnibus Share Plan (the "Plan") to provide an incentive for the
Optionee and to promote the interests of the Company.
NOW THEREFORE, it is agreed as follows:
1. Grant of Option. The Company hereby grants to Optionee an option to
purchase from the Company _________ Shares ("Option Shares") at an exercise
price of $_______ per Share. Subject to earlier expiration or termination of the
option granted hereunder, this option shall expire on the 10th anniversary of
the date hereof.
2. Period of Exercise of Option. The Optionee shall be entitled to
exercise the option granted hereunder to purchase Option Shares as follows:
Exercise Date No. Shares
------------- ----------
in each case, together with the number of Option Shares which Optionee was
theretofore entitled to purchase. The exercise of this option may be accelerated
upon the occurrence of an Extraordinary Event, as defined in the Plan.
3. Additional Exercise Periods.
(a) For a period of 90 days after the termination of employment of the
Optionee, without "Cause", and for a period of one year after the death or
disability of the Optionee (in either case, a "Terminating Event"), the Optionee
or his personal representative, administrator or a person who acquired the right
to exercise any such option by bequest, inheritance or death of the Optionee may
exercise this option to the extent that this option was exerciseable on the date
of the Terminating Event and may purchase the number of Option Shares that the
Optionee could have purchased as of the date the Terminating Event.
(b) In the event of termination of employment of the Optionee for "Cause",
all unexercised options shall immediately lapse and be forfeited. The term
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"Cause" means an action or failure to act by the Optionee constituting fraud,
misappropriation or intentional damage to the property or business of the
Company; the commission of an act of deliberate and material dishonesty; the
commission of a crime constituting a felony, or causing the Company to commit
such a crime; or a willful and repeated failure by the Optionee to perform his
or her duties.
4. Method of Exercise. In order to exercise the options granted hereunder,
Optionee must give written notice to the Corporate Secretary of the Company at
the Company's principal place of business, substantially in the form of Exhibit
1 hereto, accompanied by full payment of the exercise price for the Option
Shares being purchased, in accordance with the terms and provisions of the Plan.
5. Manner of Payment. An Optionee may pay the exercise price for Option
Shares purchased hereunder either (i) in cash or by check payable to the order
of the Company, (ii) with Shares of the Company, to the extent the Fair Market
Value of such Shares (as defined in the Plan) on the date of exercise equals the
exercise price for the Option Shares purchased, (iii) by surrender to the
Company of Options to purchase Shares, to the extent of the difference between
the exercise price of such Options and the Fair Market Value of the Shares
subject to such options (the "spread"), or (iv) a combination of (i), (ii) and
(iii) above. The Company shall have the right, and the Optionee may require the
Company, to withhold and deduct from the number of Option Shares deliverable
upon the exercise hereof a number of Option Shares having an aggregate Fair
Market Value equal to the amount of taxes and other charges that the Company is
obligated to withhold or deduct from amounts payable to the participant.
6. Limitation upon Transfer. This option may not be transferred by the
Optionee other than by will and the laws of descent and distribution, may not be
assigned, pledged or hypothecated, and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer this option, or to
assign, pledge, hypothecate or otherwise dispose of this option in violation of
this provision, or upon the levy of any attachment or similar process upon this
option or any rights hereunder, this option shall immediately lapse and become
null and void.
7. Adjustment. Appropriate adjustment shall be made to the number of
Shares which are subject to the option granted hereunder to give effect to any
stock splits, stock dividends, recapitalization, merger, consolidation or other
relevant changes in the capitalization of the Company occurring after the date
hereof. The decision of the Board as to the amount and timing of any such
adjustment shall be conclusive.
8. Qualified Incentive Stock Option. This option is intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
9. Disposition of Shares. In the event of a disposition of the Option
Shares received hereunder where the disposition occurs within two years after
the date hereof or one year after the receipt of the Shares, the Optionee shall
notify the Corporate Secretary of the Company in writing promptly as to the date
of such disposition, the sale price (if any), and the number of Shares involved.
10. Plan; Applicable Law. This Agreement is subject in all respects to the
provisions of the Plan, a copy of which has been provided to the Optionee. This
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Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland, excluding its provisions relating to conflicts of laws.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
under seal, intending this to be a sealed instrument, as of the date first above
written.
ATTEST: SALES ON LINE DIRECT INC.
__________________ By: (SEAL)
-----------------------------------
WITNESS: OPTIONEE:
(SEAL)
__________________ --------------------------------------
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EXHIBIT 1
Date:
Corporate Secretary
SALES ONLINE DIRECT, INC..
To the Corporate Secretary:
I hereby exercise my option to purchase ___________ shares of common stock,
par value $.001 per share ("Shares"), of Sales Online Direct, Inc. (the
"Company") in accordance with the terms set forth in the Incentive Stock Option
Agreement under the Sales Online Direct, Inc. 1999 Omnibus Share Plan.
In full payment for each such exercise, please find enclosed
- check in the amount of $_____________
- Shares having a Fair Market Value of $___________
- Options having an exercise price of $_______, to purchase
______ Shares having a Fair Market Value of $_______,
resulting in a "spread" of $_________.
- Other
(specify):________________________________________________.
I authorize the Company to withhold a number of Shares equal to any withholding
obligation
- I direct the Company to withhold a number of Shares equal to any withholding
obligation applicable to me.
Very truly yours,
--------------------- ----------------------------
Address Sign
--------------------- ----------------------------
Print Name
---------------------
----------------------------
Tel.#:_______________ SS# or TIN
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NON-QUALIFIED STOCK OPTION AGREEMENT
under the
SALES ONLINE DIRECT, INC.
1999 OMNIBUS SHARE PLAN
THIS AGREEMENT is effective as of _____________, by and between SALES
ONLINE DIRECT, INC. (the "Company") and ________________ (the "Optionee").
WHEREAS, the Board of Directors of the Company (the "Board") considers it
desirable and in the Company's interest that the Optionee be given the
opportunity to invest in common stock, par value $.001 per share ("Shares"), of
the Company pursuant to Company's 1999 Omnibus Share Plan (the "Plan") to
promote the interests of the Company and to align the interests of the Optionee
with the interests of the Company's stockholders.
NOW, THEREFORE, it is agreed as follows:
1. Grant of Option. The Company hereby grants to the Optionee an option to
purchase from the Company ____________ Shares ("Option Shares") at an exercise
price of $_________ per Share. Subject to earlier expiration or termination of
the option granted hereunder, this option shall expire and may not be exercised
after the 10th anniversary of the date hereof.
2. Period of Exercise of Option. The Optionee shall be entitled to
exercise the option granted hereunder to purchase Option Shares as follows:
Exercise Date No. Shares
------------ ----------
in each case, together with the number of Option Shares which the Optionee was
theretofore entitled to purchase. The exercise of this option may be accelerated
upon the occurrence of an Extraordinary Event, as defined in the Plan.
Appropriate adjustment shall be made to the number of Shares which are subject
to the option granted hereunder to give effect to any stock splits, stock
dividends, recapitalization, merger, consolidation or other relevant changes in
the capitalization of the Company occurring after the date hereof. The decision
of the Board as to the amount and timing of any such adjustments shall be
conclusive.
3. Additional Exercise Periods.
(a) For a period of 90 days after the Optionee's retirement or resignation
from the Board, without Cause, and for a period of one year after the death or
disability of the Optionee (in either case, a "Terminating Event"), the Optionee
or his personal representative or a person who acquired the right to exercise
this option in accordance with the terms hereof may exercise this option to the
extent that this option was exercisable on the date of the Terminating Event and
may purchase the number of Option Shares that the Optionee could have purchased
as of the date of the Terminating Event.
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(b) In the event of termination of service of the Optionee for "Cause", all
unexercised options shall immediately lapse and be forfeited. The term "Cause"
means an action or failure to act by the Optionee constituting fraud,
misappropriation or intentional damage to the property or business of the
Company; the commission of an act of deliberate and material dishonesty; the
commission of a crime constituting a felony, or causing the Company to commit
such a crime; or a willful and repeated failure by the Optionee to perform his
or her duties.
4. Method of Exercise. In order to exercise the options granted hereunder,
the Optionee must give written notice to the Corporate Secretary of the Company
at the Company's principal place of business, substantially in the form of
Exhibit 1 hereto, accompanied by full payment of the exercise price for the
Option Shares being purchased, in accordance with the terms and provisions of
the Plan, in cash, by check, with Shares, upon surrender of options, other
payment arrangement, or a combination thereof, as described in the Plan.
5. Manner of Payment. An Optionee may pay the exercise price for Option
Shares purchased hereunder either (i) in cash or by check payable to the order
of the Company, (ii) with Shares of the Company, to the extent the Fair Market
Value of such Shares, as defined in the Plan, on the date of exercise equals the
exercise price for the Option Shares purchased, (iii) by surrender to the
Company of Options to purchase Shares, to the extent of the difference between
the exercise price of such Options and the Fair Market Value of the Shares
subject to such options (the "spread"), or (iv) a combination of (i), (ii) and
(iii) above. The Company shall have the right, and the Optionee may require the
Company, to withhold and deduct from the number of Option Shares deliverable
upon the exercise hereof a number of Option Shares having an aggregate Fair
Market Value equal to the amount of taxes and other charges that the Company is
obligated to withhold or deduct from amounts payable to the participant.
6. Limitation upon Transfer. This option may not be transferred by the
Optionee other than by will and the laws of descent and distribution, may not be
assigned, pledged or hypothecated, and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer this option, or to
assign, pledge, hypothecate or otherwise dispose of this option in violation of
this provision, or upon the levy of any attachment or similar process upon this
option or any rights hereunder, this option shall immediately lapse and become
null and void.
7. Plan; Applicable Law. This Agreement is subject in all respects to the
provisions of the Plan, a copy of which has been provided to the Optionee. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland, excluding its provisions relating to conflicts of laws.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
under seal, intending this to be a sealed instrument, as of the date first above
written.
ATTEST: SALES ON LINE DIRECT INC.
__________________ By: (SEAL)
-----------------------------------
WITNESS: OPTIONEE:
(SEAL)
__________________ --------------------------------------
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EXHIBIT 1
Date:
Corporate Secretary
SALES ONLINE DIRECT, INC.
To the Corporate Secretary:
I hereby exercise my option to invest in ___________ shares of common
stock, par value $.001 per share ("Shares"), of Sales Online Direct, Inc. (the
"Company") in accordance with the terms set forth in the Non-Qualified Stock
Option Agreement under the Sales Online Direct, Inc. 1999 Omnibus Share Plan.
In full payment for each such exercise, please find enclosed:
- check in the amount of $_____________.
- Shares having a Fair Market Value, as defined in the Plan,
of $___________.
- Options having an exercise price of $_______, to purchase
______ Shares having a Fair Market Value of $_______,
resulting in a "spread" of $_________.
- Other (specify):
____________________________________________________.
I authorize the Company to withhold a number of Shares equal to any
withholding obligation applicable to me.
- I direct the Company to withhold a number of Shares equal to any
withholding obligation applicable to me.
Very truly yours,
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Address Sign
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Print Name
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Tel.#: _______________________ SS# or TIN
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