Exhibit 4.1
GLOBAL TELEMEDIA INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of April 28, 1997 by and between Global
TeleMedia International, Inc., a Delaware corporation (the "Company"), and
Matthias & Berg LLP ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services previously rendered by
Optionee as a consultant to the Company, of a non-qualified stock option to
purchase the number of shares of Common Stock of the Company specified in
Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the undertakings
of the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board of
Directors, the Company hereby grants to Optionee, in consideration of legal
consulting services performed for the benefit of the Company, the option
("Option") to purchase up to 400,000 shares ("Option Shares") of Common Stock
of the Company, at the exercise price of $0.41 per share.
2. Term. This Option shall expire four (4) years from the date first
written above.
3. Shares Subject to Exercise. The 400,000 Options shall vest and be
immediately exercisable, and shall thereafter remain subject to exercise for
the term specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by written
notice delivered to the Company stating the number of shares with respect to
which the Option is being exercised, together with a check made payable to
the Company in the amount of the purchase price of such shares plus the
amount of applicable federal, state and local withholding taxes, and the
written statement provided for in Paragraph 10 hereof, if required by such
Paragraph 10; provided, however, with respect to the 400,000 Options set
forth in paragraph 1 hereof, Optionee shall be entitled to pay the exercise
price against cancellation in full of certain indebtedness owing by the
Company to Optionee for services
previously rendered by Optionee as a consultant to the Company. Not less than
100 shares may be purchased at any one time unless the number purchased is
the total number purchasable under such Option at the time. Only whole
shares may be purchased.
5. Tax Withholding. As a condition to exercise of this Option, the Company
may require the Optionee to pay over to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect
to the exercise of this Option. At the discretion of the Company and upon
the request of the Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this Option.
6. Exercise on Termination of Employment. This Option shall not terminate
as a result of the termination of Optionee's services as a consultant to the
Company.
7. Nontransferability. This Option may not be assigned or transferred
except, if applicable, by will or by the laws of descent and distribution,
and may be exercised only by Optionee during Optionee's lifetime and after
Optionee's death, by Optionee's representative or by the person entitled
thereto under Optionee's will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock
certificates to him upon exercise of the Option. No adjustment will be made
for dividends or other rights for which the record date is prior to the date
such stock certificate or certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall confer upon
the Optionee any right to perform services for the Company, or shall
interfere with or restrict in any way the rights of the Company to discharge
or terminate Optionee as an independent contractor or consultant at any time
for any reason whatsoever, with or without good cause.
10. Restrictions on Sale of Shares. Optionee represents and agrees that,
upon Optionee's exercise of the Option in whole or part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the shares issued to him, he will acquire the shares issuable
upon exercise of this Option for the purpose of investment and not with a
view to their resale or further distribution, and that upon each exercise
thereof Optionee will furnish to the Company a written statement to such
effect, satisfactory to the Company in form and substance. Optionee agrees
that any certificates issued upon exercise of this Option may bear a legend
indicating that their transferability is
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restricted in accordance with applicable state or federal securities law.
Any person or persons entitled to exercise this Option under the provisions
of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same
effect, satisfactory to the Company in form and substance.
11. Registration. On or before thirty days after the date of this
Agreement, the Company shall, at the Company's expense, use its best efforts
to file with the Securities and Exchange Commission ("SEC"), a registration
statement ("Registration Statement") on Form S-8 or other comparable form, in
such form as to comply with applicable federal and state laws for the
purpose of registering or qualifying the Option Shares for resale by
Optionee, and prepare and file with the appropriate state securities
regulatory authorities the documents reasonably necessary to register or
qualify such securities, subject to the ability of the Company to register or
qualify such securities under applicable state laws.
12. Notices. All notices to the Company shall be addressed to the Company
at the principal office of the Company at 1121 Alderman Drive, Suite 200,
Alpharetta, Georgia 30202, Telecopier No. (770) 667-6088, and all notices to
Optionee shall be addressed to Optionee at the address and telecopier number
of Optionee on file with the Company, or to such other address and telecopier
number as either may designate to the other in writing. A notice shall be
deemed to be duly given if and when enclosed in a properly addressed sealed
envelope deposited, postage prepaid, with the United States Postal Service
and followed by telecopier to the addressee. In lieu of giving notice by
mail as aforesaid, written notices under this Agreement may be given by
personal delivery to Optionee or to the Company (as the case may be).
13. [RESERVED]
14. Adjustments. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company
has merged or consolidated with one or more other corporations (and provided
the Option does not thereby terminate pursuant to Section 2 hereof), then the
number and kind of shares then subject to the Option and the price to be paid
therefor shall be appropriately adjusted by the Board of Directors; provided,
however, that in no event shall any such adjustment result in the Company's
being required to sell or issue any fractional shares. Any such adjustment
shall be made without change in the aggregate purchase price applicable to
the unexercised portion of the Option, but with
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an appropriate adjustment to the price of each Share or other unit of
security covered by this Option.
15. Cessation of Corporate Existence. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or the sale of substantially all the assets of the Company or of
more than 50% of the then outstanding stock of the Company to another
corporation or other entity, the Option granted hereunder shall terminate;
provided, however, that: (i) each Option for which no option has been
tendered by the surviving corporation in accordance with all of the terms of
provision (ii) immediately below shall, within five days before the effective
date of such dissolution or liquidation, merger or consolidation or sale of
assets in which the Company is not the surviving corporation or sale of
stock, become fully exercisable; or (ii) in its sole and absolute discretion,
the surviving corporation may, but shall not be so obligated to, tender to
any Optionee, an option to purchase shares of the surviving corporation, and
such new option or options shall contain such terms and provisions as shall
be required substantially to preserve the rights and benefits of this Option.
16. Invalid Provisions. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law,
such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such
other provisions shall be given full force and effect to the same extent as
though the invalid or unenforceable provision were not contained herein.
17. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
18. Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
GLOBAL TELEMEDIA INTERNATIONAL, INC.
("Company")
By: /s/ Roderick A. McClain
----------------------------
Roderick A. McClain
Chief Executive Officer
Social Security Number
or Employer Identification
Number: ("Optionee")
95-4176116 By: /s/ Michael R. Matthias
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Michael R. Matthias
Partner
Address:
Michael R. Matthias
c/o Matthias & Berg LLP
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Telecopier No. (213) 895-4058
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