EXHIBIT 2.5
ILIFE.COM, INC.
1999 EQUITY COMPENSATION PLAN
INCENTIVE STOCK OPTION GRANT
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This STOCK OPTION GRANT, effective as this 27th day of April 2000 (the
"Date of Grant"), is delivered by ILIFE.COM, INC. (formerly "Intelligent Life
Corporation"), a Florida corporation (the "Company"), to ELISABETH DeMARSE, an
employee of the Company (the "Grantee").
RECITALS
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The ilife.com, Inc. 1999 Equity Compensation Plan (the "Plan") provides for
the grant of options to purchase shares of common stock of the Company. The
Board of Directors of the Company (the "Board") has decided to make a stock
option grant as an inducement for the Grantee to promote the best interests of
the Company and its stockholders.
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:
1. Grant of Option.
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(A) Subject to the terms and conditions set forth in this Agreement and in
the Plan, the Company hereby grants to the Grantee an incentive stock option
(the "Option") to purchase 541,936 shares of common stock of the Company
("Shares") at an option price of $______ per Share; provided, however, that to
the extent that the number of Shares granted herein exceeds the number of Shares
reserved and available under the Plan as of the Date of Grant, the grant of the
excess Shares shall be contingent upon the approval by the Company's
shareholders of an increase in the number of Shares reserved and available under
the Plan. The Option shall become exercisable according to Paragraph 2 below.
(B) The Option is designated as an incentive stock option, as described in
Paragraph 5 below. However, if and to the extent the Option exceeds the limits
for an incentive stock option, as described in Paragraph 5, the Option shall be
a nonqualified stock option.
2. Exercisability of Option. The Option shall vest and become exercisable (i)
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as to twenty-five percent (25%) of the Shares on the date which is six (6)
months immediately following the Date of Grant, and (ii) as to the remaining
seventy-five percent (75%), in equal monthly installments on the first day of
each month over the next eighteen (18) months, with 100% vesting on the second
anniversary of the Date of Grant; provided the Grantee is employed by, or
providing service to (as defined in the Plan) the Company at all times from the
Date of Grant until the applicable date. The right to exercise the Option shall
be cumulative.
3. Term and Termination of Option.
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The Option shall have a term of 10 years from the Date of Grant and shall
terminate at the expiration of that period (April 27, 2010), unless it is
terminated at an earlier date pursuant to Section 5(e) of the Plan.
4. Exercise Procedures.
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(a) Subject to the provisions of Paragraphs 2 and 3 above, after the Option
has become exercisable, the Grantee may exercise part or all of the exercisable
Option by giving the Board written notice of intent to exercise in the manner
provided in Paragraph 12 below, specifying the number of Shares as to which the
Option is to be exercised. On the delivery date, the Grantee shall pay the
exercise price (i) in cash, (ii) with the approval of the Board, by delivering
Shares of the Company which shall be valued at their fair market value on the
date of delivery, or (iii) by such other method as the Board may approve,
including, after a public offering of the Company's stock, payment through a
broker in accordance with procedures permitted by Regulation T of the Federal
Reserve Board. The Board may impose from time to time such limitations as it
deems appropriate on the use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the Board,
including such actions as Company counsel shall deem necessary or appropriate to
comply with relevant securities laws and regulations. The Company may require
that the Grantee (or other person exercising the Option after the Grantee's
death) represent that the Grantee is purchasing Shares for the Grantee's own
account and not with a view to or for sale in connection with any distribution
of the Shares, or such other representation as the Board deems appropriate. All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable. Subject to Board approval, the Grantee
may elect to satisfy any income tax withholding obligation of the Company with
respect to the Option by having Shares withheld up to an amount that does not
exceed the applicable withholding tax rate for federal (including FICA), state
and local tax liabilities.
5. Designation as Incentive Stock Option.
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(a) This Option is designated an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). If the aggregate
fair market value of the stock on the date of the grant with respect to which
incentive stock options are exercisable for the first time by the Grantee during
any calendar year, under the Plan or any other stock option plan of the Company
or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess,
shall be treated as a nonqualified stock option that does not meet the
requirements of Section 422. If and to the extent that the Option fails to
qualify as an incentive stock option
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under the Code, the Option shall remain outstanding according to its terms as a
nonqualified stock option.
(b) The Grantee understands that favorable incentive stock option tax
treatment is available only if the Option is exercised while the Grantee is an
employee of the Company or a parent or subsidiary or within a time specified in
the Code after the Grantee ceases to be an employee. The Grantee should consult
with his or her tax adviser regarding the tax consequences of the Option.
6. Change of Control. The provisions of the Plan applicable to a Change of
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Control shall apply to the Option.
7. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan,
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the terms of which are incorporated herein by reference (except to the extent
such provisions have been expressly waived by the Board, as noted herein), and
in all respects shall be interpreted in accordance with the Plan. The grant and
exercise of the Option are subject to the provisions of the Plan and to
interpretations, regulations and determinations concerning the Plan established
form time to time by the Board in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) capital or other changes of the
Company and (iv) other requirements of applicable law. The Board shall have the
authority to interpret and construe the Option pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising
hereunder.
8. No Employment Rights. The grant of the Option shall not confer upon the
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Grantee any right to be retained by or in the employ of the Company and shall
not interfere in any way with the right of the Company to terminate the
Grantee's employment or service at any time. The right of the Company to
terminate at will the Grantee's employment or service at any time for any reason
is specifically reserved.
9. No Shareholder Rights. Neither the Grantee, nor any person entitled to
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exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.
10. Assignment and Transfers. The rights and interests of the Grantee under
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this Agreement may not be sold, assigned, encumbered or otherwise transferred
except, in the event of the death of the Grantee, by will or by the laws of
descent and distribution. In the event of any attempt by the Grantee to
alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for in this Agreement, or in the event of
the levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company's
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parents, subsidiaries, and affiliates. This Agreement may be assigned by the
Company without the Grantee's consent.
11. Applicable Law. The validity, construction, interpretation and effect of
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this instrument shall be governed by and determined in accordance with the laws
of the State of Florida.
12. Notice. Any notice to the Company provided for in this instrument shall be
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addressed to the Company in care of the President at 11811 U.S. Highway One,
North Palm Beach, Florida 33408, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in
a properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.
Attest: ILIFE.COM, INC.
By: /s/G. Cotter Cunningham
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G. Cotter Cunningham
Interim President & CEO
Accepted: /s/Elisabeth DeMarse
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Elisabeth DeMarse
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