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EXHIBIT 4(h)
CORNICHE GROUP INCORPORATED
INCENTIVE STOCK OPTION AGREEMENT
1. GRANT OF OPTION. Pursuant to the Corniche Group Incorporated 1998
Employees Stock Option Plan (the "Plan") for employees of Corniche Group
Incorporated, a Delaware corporation (the "Company"), the Corporation grants to
Robert Benoit
(Name of Option Holder)
an option to purchase from the Company a total of 100,000 full shares of common
stock, $.001 par value, of the Company (the "Common Stock") at $1.00 per share
(being at least the fair market value per share of the Common Stock on the date
of this grant), in the amounts, during the periods, and upon the terms and
conditions set forth in this Agreement.
2. TIME OF EXERCISE. This option is exercisable in the following
cumulative installments:
First installment. Up to 10% of the total option shares at any time
after 1 year from the date of grant.
Second installment. Up to an additional 15% of the total option shares
at any time after 2 years from the date of grant.
Third installment. Up to an additional 15% of the total option shares
at any time after 3 years from the date of grant.
Fourth installment. Up to an additional 25% of the total option shares
at any time after 4 years from the date of grant.
Fifth installment. Up to an additional 35% of the total option shares
at any time after 5 years from the date of grant.
Notwithstanding anything to the contrary contained herein, neither this
option, nor any installment thereof, may be exercised unless a registration
statement pursuant to the Securities Act
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of 1933 and applicable state securities laws relating to the Common Stock for
which this option is exercisable is in effect at the time of exercise or, in the
opinion of the Company's counsel, a valid exception from such registration is
available.
If an installment covers a fractional share, such installment will be
rounded off to the next highest share, except the final installment, which will
be for the balance of the total optioned shares. No part of the option may be
exercised after the expiration of ten (10) years from the date of grant.
3. SUBJECT TO PLAN. This option and its exercise are subject to the
Plan, but the terms of the Plan shall not be considered an enlargement of any
benefits under this Agreement. In case of any conflict between the Plan and this
option, the Plan shall control. The defined terms used herein which are defined
in the Plan shall have the same meanings defined for and assigned to them in the
Plan. In addition, this option is subject to any rules promulgated pursuant to
the Plan by the Board of Directors of the Company or any committee thereof which
administers the Plan.
4. TERM. This option will terminate at the first of the following:
(a) 5 p.m. on September 27, 2009 (ten years from grant date).
(b) 5 p.m. on the date which is one year after the date of the
Option Holder's death.
(c) 5 p.m. on the date which is one year after the date that the
Option Holder's service to the Company as an employee
terminates for reasons of disability.
(d) 5 p.m. on the date which is 30 days after the date that the
Option Holder's service to the Company as an employee
terminates for reasons other than death or disability.
5. WHO MAY EXERCISE. During the lifetime of the Option Holder, this
option may be exercised only by the Option Holder. If the Option Holder dies
prior to the termination date specified in Section 4 hereof without having
exercised the option as to all of the shares covered thereby, the
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option may be exercised at any time prior to the earlier of the dates specified
in Sections 4(a) and (b) hereof by the Option Holder's estate or a person who
acquired the right to exercise the option by bequest or inheritance or by reason
of the death of the Option Holder, subject to the other terms of this Agreement,
the Plan and applicable laws, rules and regulations.
6. RESTRICTIONS ON EXERCISE. This option:
(a) may be exercised only with respect to full shares and no
fractional share of stock shall be issued;
(b) may be exercised only if at all times during the period
beginning with the date of the granting of the option and
ending on the date (one year in the case of termination by
reason of death or disability) of exercise the Option Holder
was an employee of the Company; provided, if the Option Holder
dies within said period, the option may be exercised in
accordance with Section 5;
(c) may be exercised only for the shares vested as of the last day
of Option Holder's employment by the Company, or as of the
date of the Option Holder's death, as the case may be;
(d) may be exercised only in accordance with the other restriction
set forth in the Plan.
7. MANNER OF EXERCISE. Subject to such administrative regulations as
the Board of Directors (or a committee thereof) may from time to time adopt,
this option may be exercised upon written notice to the Company of the number of
shares being purchased accompanied by the following:
(a) Full payment of the option price for the shares of Common
Stock being purchased, which may be made by cash, certified
check, or shares of Common Stock, or any combination thereof
(at the option of the Option Holder); and
(b) Such documents as the Company in its discretion deems
necessary to evidence the exercise, in whole or in part, of
the option.
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8. NON-ASSIGNABILITY. This option may not be transferred other than by
will or by the laws of descent and distribution. Except as described in the
previous sentence, during the Option Holder's lifetime, this option may be
exercised only by the Option Holder.
9. NO RIGHTS AS STOCKHOLDER. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this option until the issuance
of a certificate or certificates to the Option Holder for the shares. Except as
otherwise provided in Section 10 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.
10. CAPITAL ADJUSTMENTS. The number of shares of Common Stock covered
by this option, and the option price thereof, shall be proportionately adjusted
to reflect any stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, reorganization, liquidation, or
the like, of or by the Company.
11. DISQUALIFYING DISPOSITION. In the event that Common Stock acquired
upon exercise of an option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two years from the date of grant
of such option or one year from the issuance of shares to the Option Holder
pursuant to the exercise of such option, such Option Holder shall notify the
Company in writing of the date and terms of such disposition.
12. RESTRICTIONS ON TRANSFER. Shares of Common Stock received upon
exercise of this option may only be transferred in accordance with Section VIII
of the Plan.
13. LAW GOVERNING. This Agreement is intended to be performed in the
State of Texas and shall be construed and enforced in accordance with and
governed by the laws of Texas, without giving effect to conflicts of laws.
14. DATE OF GRANT. The date of grant of this option is September 27,
1999.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Option Holder, to evidence his
consent and approval of all the terms hereof, has duly execute this Agreement,
as of the date specified in Section 14 hereof.
CORNICHE GROUP INCORPORATED
By:
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Robert Hutchins, President
OPTION HOLDER:
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Robert Benoit
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