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EXHIBIT 4.1
SOFTLINK INC
STOCK OPTION AGREEMENT FOR OPTIONS GRANTED
1998 STOCK OPTIONS
STOCK OPTION AGREEMENT, made and entered into as of the 6 day of May, 1998
(the 'Date of Grant"), by and between Softlink Inc., a Nevada Corporation, (the
"Company"), and _________________, a consultant of the Company, (the "Option
Holder").
NOW, THEREFORE, in consideration of the mutual promise herein contained and for
other good and valuable consideration, the parties hereto agree as follows:
1. OPTION GRANT: The Company grants to the Option Holder an option, (the
"Option"), to purchase ____________________________, (_______), shares of the
Company's Common Stock, par value $0.001 per share, (the "Stock"). This Option
shall vest linearly on a monthly basis over a period of twelve (12) months, with
one hundred percent of the Option earned after twelve (12) consecutive months of
service.
2. OPTION PRICE: The option exercise price of the shares of stock covered by
the Option shall be $0.61 per share subject to adjustment as provided in
paragraph 10 of this Agreement, (the 'Option Price").
3. TIME OF EXERCISE: The Option may be exercised prior to its expiration from
time to time and at any time or times commencing on the date of this Agreement.
4. EXPIRATION OF OPTION: Subject to the provisions of paragraphs 8 and 9 of
this Agreement, the Option shall expire at 5:00 P.M. (Pacific Time) five years
from the date hereof.
5. MANNER OF EXERCISING OPTIONS: The Option is exercisable only by written
notice to the Company. Such notice shall be accompanied by a certified or
cashier's check, or postal or express money order payable to the Company in
payment of the full Option Price for the number of Common Shares as to which the
Option is exercised provided however, that in lieu of payment to full in cash,
the Option Holder may
(i) with the approval of the Company's Board of Directors pay the Option
Price (or balance thereof) by tendering to the Company shares of the Company's
Common Stock owned by the Option Holder and having a fair market value as
determined by the Board of Directors in its absolute discretion) equal to the
cash Option Price, or balance thereof, for the number of Common Shares as to
which the Option is being exercised; or
(ii) with the approval of the Board of directors, be entitled to pay the
Option Price by tendering to the Company cash and an interest bearing promissory
note, (the "Note").
6. RIGHTS AS A STOCKHOLDERS: The Option Holder shall have no rights as a
stockholder with respect to any shares covered by the Option until the issuance
of a certificate or certificates to him for such shares. No adjustments shall be
made for dividends or other rights for which the record date is prior to the
date of issuance of such certificate or certificates.
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7. NON-ASSIGNABILITY: During the lifetime of the Option Holder, the Option
may be exercised only by him, and the Option evidenced by this Agreement is not
assignable or transferable except by will, by the laws of descent and
distribution or to members of an Option holders immediate family, including
trusts for the benefit of such family members and partnerships in which such
family members are the only partners. A transferred Option shall be subject to
all the same terms and conditions, including the restrictions on assignment
contained in this paragraph as if such Option had not been transferred.
8. TERMINATION OF SERVICE: Option granted under this Option Agreement shall
be exercisable after the date of the Option Holder's termination of service for
all shares vested by the date of termination from the Company until the Time of
Exercise. Nothing in this Agreement, or the Option, shall confer on the Option
Holder any right to continue in the services for the Company or any subsidiary,
or interfere in any way with the right of the Company or any subsidiary to
terminate the Option Holder's services at any time.
9. DEATH OF OPTION HOLDER: In the event of the death of the Option Holder
while in the service of the Company or a subsidiary, the Option may be
exercised, to the extent of the number of shares to which the deceased Option
Holder could have exercised it on the date of his death, by the deceased's
estate, a personal representative or a beneficiary who acquired the right to
exercise the Option by bequest or inheritance or by reason of the death of the
Option Holder, at any time prior to the Option's expiration date of three months
from the date of the appointment of a personal representative for the Option
Holder, whichever is earlier
10. CAPITAL ADJUSTMENTS: The number of shares of Common Stock covered by this
Option arid the Option Price thereof, shall be subject to such adjustments as
the Hoard of Directors may deem appropriate to reflect arty stock dividend,
stock split, share combination, exchange of shares, recapitalization,
liquidation or the like, of car by the Company. In the event the Company is
merged or consolidated with another corporation, but subject to any required
action by the shareholders, the Option shall pertain to the securities to which
a holder of the number of shares of Common Stock subject to the Option world
have been entitled pursuant to such merger or consolidation.
11. RESTRICTION ON EXERCISE: If at any time the Board of Directors determines
that the listing, registration or qualification of the shares subject to the
Option upon any securities exchange or order any state or federal law or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the granting of the Option
or the purchase of such shares hereunder. The Option may be exercised in whole
or in part unless such listing registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors and any delay caused thereby shall in no way affect the
date of expiration of the Option. The Option Holder shall have no rights against
the Company if the Option is not exercisable or its exercise is delayed by
virtue of the foregoing sentence.
12. WITHHOLDING TAXES: The Company shall have the right to require the Option
Holder to remit to the Company an amount sufficient to satisfy all applicable
withholding tax requirements prior to the delivery of any certificate or
certificates for shares purchased by the Option Holder upon exercise of the
Option.
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13. NOTICES: Notices under this Agreement shall be in writing and, if to the
Company, shall be delivered personally to the Secretary of the Company or mailed
to the then principal office of the Company, addressed to the Secretary and, if
to the Option Holder, shall be delivered personally or mailed to the Option
Holder at his address shown at the end of this Agreement which may be changed by
written notice to the Company.
14. INTERPRETATION: All decisions and interpretations made by the Board of
Directors with regards to any questions arising under this Agreement shall be
binding and conclusive on the Company and the Option Holder.
15. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Company
and, to the extent provided to paragraphs 7 and 8 of this Agreement, the
estates, personal representatives and beneficiaries of the Option Holder.
16. TAX CONSEQUENCES. The Option Holder shall consult his own tax advisers
regarding the tax consequences to him of any particular exercise of the Option
of sale of the Option shares.
IN WITNESS WHEREOF, the Company has cased this Agreement to be signed by
its duly authorized officer and the Option Holder has duly signed this Agreement
all on the day and year first above written.
Softlink, Inc. Option Holder:
_________________________ _______________________________
Johnson C. Lee Name: ________________________
President Address:_______________________
_______________________
_______________________
Phone: _______________________
