EXHIBIT 4.6
HELMSTAR GROUP, INC.
Incentive Stock Option Agreement
[Date]
Helmstar Group, Inc., a Delaware corporation (the "Company"), pursuant
to its _______ Incentive Compensation Plan (the "Plan"), grants to _________
(the "Optionee") a stock option to purchase a total of ______ shares of the
Company's Common Stock, par value ten cents ($.10) per share, at the price of
$_____ per share on the terms and conditions set forth herein and in the Plan.
This option is intended to be an incentive stock option as defined in section
422A of the Internal Revenue Code of 1986.
1. Duration.
(a) This option was granted on the date first above written.
(b) This option shall expire at the close of business on
November 30, 2002 (the "TerminationDate").
2. Written Notice of Exercise.
This option may be exercised only by delivering to the
Secretary of the Company at its principal office within the time specified in
paragraph 1, a written notice of exercise substantially in the form described in
paragraph 8.
3. Anti-Dilution Provisions.
(a) If there is any stock dividend, stock split, or combination of
shares of Common Stock of the Company, the number and amount of shares then
subject to this option shall be proportionately and appropriately adjusted; no
change shall be made in the aggregate purchase price to be paid for all shares
subject to this option, but the aggregate purchase price shall be allocated
among all shares subject to this option after giving effect to the adjustment.
(b) If there is any other change in the Common Stock of the Company,
including recapitalization, reorganization, sale or exchange of assets, exchange
of shares, offering of subscription rights, or a merger or consolidation in
which the Company is the surviving corporation, an adjustment, if any, shall be
made in the shares then subject to this option as the B0oard of Directors may
deem equitable. Failure of the Board of Directors to provide for an adjustment
pursuant to this subparagraph prior to the effective date of any Company action
referred to herein shall be conclusive evidence that no adjustment is required
in consequence of such action.
(c) If the Company is merged into or consolidated with any other
corporation, or if it sells all or substantially all of its assets to any other
corporation, then either (i) the Company shall cause provisions to be made for
the continuance of this option after such event, or for the substitution for
this option of an option covering the number and class of securities which the
Optionee would have been entitled to receive in such merger or consolidation by
virtue of such sale if the Optionee had been the holder of record of a number of
shares of Common Stock of the Company equal to the number of shares covered by
the unexercised portion of this option, or (ii) the Company shall give to the
Optionee written notice of its election not to cause such provision to be made
and this option shall become exercisable in full (or, at the election of the
Optionee, in part) at any time during a period of 20 days, to be designated by
the Company, ending not more than 10 days prior to the effective date of the
merger, consolidation or sale, in which case this option shall not be
exercisable to any extent after the expiration of such 20-day period. In no
event, however, shall this option be exercisable after the Termination Date.
4. Investment Representation and Legend of Certificates.
The Optionee agrees that until such time as a registration
statement under the Securities Act of 1933 becomes effective with respect to the
option and/or the stock, the Optionee is taking this option and will take the
stock underlying this option, for investment and not for resale or distribution.
The Company shall have the right to place upon the face of any stock certificate
or certificates evidencing shares issuable upon the exercise of this option such
legend as the Board of Directors may prescribe for the purpose of preventing
disposition of such shares in violation of the Securities Act of 1933, as
amended.
5. Non-Transferability.
This option shall not be transferable by the Optionee other than by will or by
the laws of descent or distribution, and is exercisable during the lifetime of
the Optionee only by the Optionee.
6. Certain Rights Not Conferred by Option.
The Optionee shall not, by virtue of holding this option, be entitled to any
rights of a stockholder in the Company.
7. Expenses.
The Company shall pay all original issue and transfer taxes
with respect to the issuance and transfer of shares of Common Stock of the
Company pursuant hereto and all other fees and expenses necessarily incurred by
the Company in connection therewith.
8. Exercise of Options.
(a) This option shall become exercisable, in accordance
with its terms, as follows:
50% commencing three years after the date of grant
75% commencing four years after the date of grant
100% commencing five years after the date of grant
provided however that the number of shares for which
this Incentive Stock Option first becomes exercisable
in any calendar year, if any, shall be reduced so
that the aggregate fair market value (determined at
the time each option was granted) of such shares
together with all other shares of Common Stock first
exercisable in that calendar year under all other
Incentive Stock Options of the Company held by the
Optionee shall not exceed $100,000.
(b) An option shall be exercisable by written notice of
such exercise, in the form prescribed by the Board of
Directors (the "Board") or the Committee
administering the Plan (the "Committee"), to the
Secretary of the Company, at its principal office.
The notice shall specify the number of shares for
which the option is being exercised (which number, if
less than all of the shares then subject to exercise,
shall be 50 or a multiple thereof) and shall either
be accompanied by payment of consideration (in the
form specified below) in the amount of the full of
the purchase price of such shares.
(c) The form of consideration to be paid for the shares
to be issued upon exercise of an Option shall be cash
or cheek; or in the discretion of the Board or the
Committee: (i) a promissory note; (ii) other shares
of Common Stock owned by the Optionee which are then
publicly saleable under Rule 144 or other applicable
exemption under the Securities Act and have a fair
market value on the date of surrender equal to the
aggregate exercise price of the shares as to which
this Option shall be exercised; (iii) an assignment
by the Optionee of the net proceeds to be received
from a registered broker upon the sale of the shares
or the proceeds of a loan from such broker in such
amount; or (iv) any combination of such methods of
payment, or such other consideration and method of
payment for the issuance of shares which complies
with the rules and regulations promulgated by the SEC
with respect to plans meeting the requirements of
Section 16(b)(3) of the Exchange Act, to the extent
permitted under Delaware Law.
(d) Any promissory note (the "Note") shall be in the form
prescribed by the Board or the Committee, in the
principal sum of the purchase price and duly executed
by the Optionee and shall bear interest at the
Applicable Federal Rate (as such term is defined in
the Internal Revenue Code of 1986) in effect on the
date of the Note.
(e) No shares shah be delivered upon exercise of any
option until all laws, rules and regulations which
the Board or the Committee may deem applicable have
been complied with. If a registration statement under
the Securities Act of 1933, as amended is not then in
effect with respect to the shares issuable upon such
exercise, the Company may require as a condition
precedent that the person exercising the option give
to the Company a written representation and
undertaking, satisfactory in form and substance to
the Board or the Committee, that he is acquiring the
shares for his own account for investment and not
with a view to the distribution thereof.
(f) The person exercising an option shall not be
considered a record holder of the stock so purchased
for any purpose until the date on which he is
actually recorded as the holder of such stock in the
records of the Company.
(g) This option shall be exercisable only so long as the
Optionee shall continue to be an employee of the
Company and within the thirty (30) day period after
the date of termination of his employment or any
earlier date on which the option expires in
accordance with its terms, except that if Optionee is
an employee of the Company at the time of his death
then this option shall be exercisable by his personal
representative within the twelve-month period next
succeeding the death of the optionee or any earlier
date on which the option expires in accordance with
its terms.
9. Continued Employment.
Nothing herein shall be deemed to create any employment
agreement or guaranty of continued employment or limit in any way the Company's
right to terminate Optionee's employment at any time.
HELMSTAR GROUP, INC.
By: _________________________________
George Benoit
Chairman of the Board and President
Accepted as of the date
first set forth above.
- ---------------------------