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EXHIBIT 99.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, made as of ____________, 2000, between 800
Travel Systems, Inc., a Delaware corporation (the "Corporation") and
_______________ (the "Employee").
WITNESSETH:
WHEREAS, the Corporation desires to employ Employee pursuant to the
terms of an Employment Agreement (the "Employment Agreement") effective as of
_________; and [INSERT WHEN GRANTED IN CONNECTION WITH AN EMPLOYMENT AGREEMENT].
WHEREAS, the Corporation has adopted the Corporation's ______ Stock
Incentive Plan [INSERT CORRECT NAME OF PLAN] (the "Plan") in order to provide
officers and key employees of the Corporation with an opportunity to acquire an
equity interest in the Corporation; and
WHEREAS, the Corporation has decided to grant stock options to the
Employee on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. GRANT OF OPTIONS. Subject to the terms and conditions of this
Agreement, the Corporation hereby grants to the Employee the right and option
to purchase up to a total of ________________ (_____) shares of the common
stock (the "Options"), $.01 par value, of the Corporation (the "Common Stock"),
pursuant to the Plan at the option price of $_____ per share.
The options to purchase up to _____________ shares of Common
Stock granted under this Agreement (the "Options") are not [MODIFY AS
APPROPRIATEARE/ARE NOT] intended to qualify as incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2. PERIOD OF EXERCISE. The Options granted in this Agreement shall not
be exercisable by the Employee at any time prior to _________, 2001. Except as
otherwise provided in Section 9 below, the Employee shall be entitled to
exercise the Options to the following extent:
PERIOD THE OPTIONS MAY BE EXERCISED FOR
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From __________, 2001 Up to ________ shares of the Common Stock
through _______, 2002
From ________, 2002 Up to ________ shares (less any shares previously
through ________, 2003 acquired by exercising the Options).
From ________, 2003 Up to ________ shares (less any shares previously
through _____, 2010 [REVISE] acquired by exercising the Options).
If, at any time during the term of these Options, the Employee
exercises the Options with respect to some but not all of the shares which may
be acquired at such time, the Employee may exercise the Options again with
respect to the remaining portion of such shares at any subsequent time prior to
the termination date of the Options.
3. TERMINATION DATE OF OPTIONS. The Options granted herein shall
terminate on ________, 2010, [REVISE ACCORDINGLY] the tenth anniversary of the
date of grant. The Employee shall have no right to exercise the Options at any
time after this date.
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4. MANNER OF EXERCISE. When the Employee elects to exercise the Options
to purchase shares of Common Stock, they shall give written notice of such
exercise to the Corporate Secretary of the Corporation. The notice of exercise
shall state the number of shares of Common Stock as to which the Options are
being exercised.
The Employee may exercise the Options to purchase all or any
whole number portion of the number of shares of Common Stock which the Employee
is then permitted to purchase under Paragraph 2 (but not for any fractional
shares).
5. PAYMENT FOR SHARES. Full payment of the option price for the shares
of Common Stock purchased by exercising the Options shall be due at the time the
notice of exercise is delivered pursuant to Paragraph 4. Such payment may be
made (i) in cash, (ii) by delivery of shares of Common Stock which the Employee
has already owned for at least six (6) months which have a fair market value
equal to the option price, or (iii) at the discretion of the Committee, in any
other form acceptable to the Corporation.
If the Common Stock is publicly traded at the time of the
exercise, the Employee may exercise their Options by delivering a signed,
irrevocable notice of exercise, accompanied by payment in full of the option
price by the Employee's stockbroker and an irrevocable instruction to the
Corporation to deliver the shares of Common Stock issuable upon exercise of the
Options promptly to the Employee's stockbroker for the Employee's account.
6. ISSUANCE OF STOCK CERTIFICATES FOR SHARES. The stock certificates
for any shares of Common Stock issuable to the Employee upon exercise of the
Options shall be delivered to the Employee (or to the person to whom the rights
of the Employee shall have passed by will or the laws of descent and
distribution) as promptly after the date of exercise as is feasible, but not
before the Employee has paid the option price for such shares.
7. TERMINATION. If the Employee's employment with the Corporation
terminates during the term of the Options, the Employee shall have the right to
exercise the Options during a period of ninety (90) days following the
termination of employment, but in no event later than __________, 2010 [REVISE
ACCORDINGLY]. The maximum number of shares the Employee may purchase by
exercising the Options during this ninety day period shall not exceed the number
of shares which could be purchased at the date of termination pursuant to
Paragraph 2.
8. EFFECT OF DEATH. If the Employee dies before the Options expire or
have been exercised with respect to all of the shares of Common Stock subject to
the Options, the Employee's executor, administrator, or any person to whom the
Options may be transferred by her will or by the laws of descent, shall have the
right to exercise the Options, to the extent not previously exercised, at any
time prior to the first anniversary of the date of death, but in no event later
than ________, 2010. [REVISE ACCORDINGLY] For this purpose, the terms of this
Agreement shall be deemed to apply to such person as if he or she were the
Employee.
9. EFFECT OF CHANGE IN CORPORATE CONTROL. Notwithstanding the
restrictions on exercisability imposed on the Employee's Options pursuant to
Paragraph 2 above, the Employee's Options shall become immediately exercisable
in full in the event of a Change in Corporate Control.
For purposes of this Paragraph 9, a "Change in Corporate
Control" shall include any of the following events:
(a) The acquisition in one or more transactions of more than
thirty percent of the Corporation's outstanding Common Stock, or the
equivalent in voting power of any classes or classes of securities of
the Corporation entitled to vote in elections of directors by any
corporation, or other person or group (within the meaning of Section
14(d)(3) of the Securities Exchange Act of 1934, as amended);
(b) Any merger or consolidation of the Corporation into or
with another corporation in which the Corporation is not the surviving
entity, or any transfer or sale of substantially all of the assets of
the Corporation or any merger or consolidation of the Corporation into
or with another corporation in which the Corporation is the surviving
entity and, in connection with such merger or consolidation, all or
part of the outstanding shares of Common Stock shall be changed into or
exchanged for other stock or securities of the Corporation or any other
person, or cash, or any other property.
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PROVIDED THAT, no acquisition of stock by any person in a public offering or
private placement of the Corporation's common stock or other transaction
approved by the Corporation's Board of Directors shall be considered a Change in
Corporate Control.
10. LIMITED TRANSFERABILITY OF OPTIONS. The Employee's rights under the
Options may not be assigned or transferred by the Employee other than (i) by
will or the laws of descent and distribution, or (ii) in the manner described in
the next paragraph.
Notwithstanding the foregoing, the Employee may transfer all
or a portion of the Options to trusts for the benefit of members of her
immediate family, or to family partnerships in which immediate family members
are the only partners, as long as the Employee receives no consideration for the
transfer. Any transferred Options will still be terminated in accordance with
Paragraph 7 if the any of the events described in Paragraph 7 occur.
11. SECURITIES LAWS. The Corporation may from time to time impose any
conditions on the exercise of the Options as it deems necessary or advisable to
ensure that the Options granted hereunder, and each exercise thereof, satisfy
the applicable requirements of federal and state securities laws. Such
conditions to satisfy applicable federal and state securities laws may include,
without limitation, the partial or complete suspension of the right to exercise
the Options until the offering of the shares covered by the Options have been
registered under the Securities Act of 1933, or the printing of legends on all
stock certificates issued to the Employee referring to the restrictions on the
transferability of such shares.
12. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES. Neither the Employee nor
any person to whom the rights of the Employee shall have passed by will or the
laws of descent and distribution shall have any of the rights of a stockholder
with respect to any shares of Common Stock until the date of the issuance to her
of certificates for such Common Stock as provided in Paragraph 6 above.
13. MISCELLANEOUS.
(a) This Agreement may be executed in one or more counterparts
all of which taken together will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both the Employee and the
Corporation.
(c) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Florida, without giving
effect to principles of conflicts of law, provided that matters of corporate
law, including issuance of shares of the Common Stock, shall be governed by the
laws of the State of Delaware.
(d) The terms and conditions of the Plan are incorporated
herein by reference and apply to the options granted hereby, including without
limitation, the antidilution provisions of the Plan.
13. TAX WITHHOLDING. Whenever the Employee exercises Options, the
Corporation shall notify the Employee of the amount of tax which must be
withheld by the Corporation under all applicable federal, state and local tax
laws. The Employee agrees to make arrangements with the Corporation with respect
to each exercise of the Options to (a) remit the required amount to the
Corporation, (b) authorize the Corporation to withhold a portion of the shares
of Common Stock otherwise issuable upon the exercise with a value equal to such
tax, (c) authorize the deduction of such amounts from the Employee's regular
salary payments, or (d) otherwise satisfy the applicable tax withholding
requirement in a manner satisfactory to the Corporation.
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IN WITNESS WHEREOF, the parties have executed this Agreement in two
counterparts on the date and year first above written.
ATTEST: 800 TRAVEL SYSTEMS, INC.
By:
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Secretary
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Its:
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EMPLOYEE:
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Name:
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