EXHIBIT 4.2
GRANT OF NONQUALIFIED STOCK OPTION
----------------------------------
(CONSULTANT)
TO: JOHN DOE ("OPTIONEE")
FROM: LEARNING TREE INTERNATIONAL, INC.
As you probably know, Learning Tree International, Inc. (our "COMPANY") has
adopted the 1995 Stock Option Plan (the "PLAN") under which the Company can
grant options to purchase shares of Company's Common Stock (the "COMMON STOCK").
We are pleased to inform you that the Stock Option Committee of our Board of
Directors (the "COMMITTEE") has decided to grant you an option under the Plan
(your "OPTION").
Your Option will be governed by the Plan, the attached Standard Terms and
Conditions (the "TERMS") and the following specific provisions (which are
subject to adjustment under the Plan and the Terms):
The "DATE OF GRANT" for your Option is: _____________
The "EXPIRATION DATE" of your Option is : _____________
The "NUMBER OF SHARES" covered by your Option is: _____
The "EXERCISE PRICE" per share for your Option is: US$_____
VESTING. As one of the Company's consultants, you will earn the right to
exercise twenty-five percent (25%) of your Option after each year commencing
after the Date of Grant and ending on an anniversary of the Date of Grant during
which you are employed as a consultant by the Company or its subsidiaries (a
"QUALIFYING YEAR"). Your Option cannot be exercised until the first anniversary
of the Date of Grant. As an example, at any time after the third anniversary of
the Date of Grant, but before the fourth anniversary, the maximum number of
shares you may purchase or have purchased under this Option is seventy-five
percent (75%) of the Number of Shares; after the fourth anniversary of the Date
of Grant, you may purchase all of the Number of Shares. Of course, you can
never exercise the Option for more than the Number of Shares or after the
Expiration Date (in each case as adjusted under the Terms and the Plan).
Please review the Plan and the Terms carefully, as they control your rights
under your Option. THEN SIGN (AND IF YOU ARE MARRIED, HAVE YOUR SPOUSE SIGN)
ONE COPY OF THIS LETTER AND RETURN IT TO MARY ADAMS AT THE ADDRESS BELOW. If
you have any questions, please call Mary Adams.
We appreciate your continuing efforts on behalf of the Company.
Very truly yours,
Learning Tree International
By: __________________________
Its: Chairman and CEO
I hereby accept this Option and have reviewed the Plan and the Terms.
_____________________________
"Optionee"
I agree to be bound by all of the terms and conditions of the Option, including
those set forth in the Plan and the Terms.
Optionee's Spouse
_____________________________
Name:________________________
Within the next 30 days, please return one signed copy, IN A CONFIDENTIAL
ENVELOPE, to:
Ms. Mary Adams
Vice President, Administration
Learning Tree International, Inc.
6053 W. Century Blvd., Suite 200
Los Angeles, CA 90045
2
GRANT OF NONQUALIFIED STOCK OPTION
----------------------------------
(INSTRUCTOR)
TO: JOHN DOE ("OPTIONEE")
FROM: LEARNING TREE INTERNATIONAL, INC.
As you probably know, Learning Tree International, Inc. (our "COMPANY") has
adopted the 1995 Stock Option Plan (the "PLAN") under which the Company can
grant options to purchase shares of Company's Common Stock (the "COMMON STOCK").
We are pleased to inform you that the Stock Option Committee of our Board of
Directors (the "COMMITTEE") has decided to grant you an option under the Plan
(your "OPTION").
Your Option will be governed by the Plan, the attached Standard Terms and
Conditions (the "TERMS") and the following specific provisions (which are
subject to adjustment under the Plan and the Terms):
The "DATE OF GRANT" for your Option is: ______________
The "EXPIRATION DATE" of your Option is: ______________
The "NUMBER OF SHARES" covered by your Option is: ________
The "EXERCISE PRICE" per share for your Option is: US$_____
VESTING. As one of the Company's instructors, you will earn the right to
exercise twenty-five percent (25%) of your Option after each year which
commences after the Date of Grant and ends on an anniversary of the Date of
Grant during which you teach at least seven course events for the Company (a
"QUALIFYING YEAR"). Except with the written consent of the Committee, your
Option cannot be exercised until you complete a Qualifying Year, and no
additional shares will become exercisable after any year which is not a
Qualifying Year. As an example, if you have completed three Qualifying Years,
the maximum number of shares you may purchase or have purchased under this
Option is seventy-five percent (75%) of the Number of Shares; after four
Qualifying Years, you may purchase all of the Number of Shares. Of course, you
can never exercise the Option for more than the Number of Shares or after the
Expiration Date (in each case as adjusted under the Terms and the Plan).
3
Please review the Plan and the Terms carefully, as they control your rights
under your Option. THEN SIGN (AND IF YOU ARE MARRIED, HAVE YOUR SPOUSE SIGN)
ONE COPY OF THIS LETTER AND RETURN IT TO MARY ADAMS AT THE ADDRESS BELOW. If
you have any questions, please call Mary Adams.
We appreciate your continuing efforts on behalf of the Company.
Very truly yours,
Learning Tree International
By: __________________________
Its: Chairman and CEO
I hereby accept this Option and have reviewed the Plan and the Terms.
_____________________________
"Optionee"
I agree to be bound by all of the terms and conditions of the Option, including
those set forth in the Plan and the Terms.
Optionee's Spouse
_____________________________
Name:________________________
Within the next 30 days, please return one signed copy, IN A CONFIDENTIAL
ENVELOPE, to:
Ms. Mary Adams
Vice President, Administration
Learning Tree International, Inc.
6053 W. Century Blvd., Suite 200
Los Angeles, CA 90045
4
GRANT OF NONQUALIFIED STOCK OPTION
----------------------------------
(EMPLOYEE)
TO: JOHN DOE ("OPTIONEE")
FROM: LEARNING TREE INTERNATIONAL, INC.
As you probably know, Learning Tree International, Inc. (our "COMPANY") has
adopted the 1995 Stock Option Plan (the "PLAN") under which the Company can
grant options to purchase shares of Company's Common Stock (the "COMMON STOCK").
We are pleased to inform you that the Stock Option Committee of our Board of
Directors (the "COMMITTEE") has decided to grant you an option under the Plan
(your "OPTION").
Your Option will be governed by the Plan, the attached Standard Terms and
Conditions (the "TERMS") and the following specific provisions (which are
subject to adjustment under the Plan and the Terms):
The "DATE OF GRANT" for your Option is ____________
The "EXPIRATION DATE" of your Option is: ____________
The "NUMBER OF SHARES" covered by your Option is: _____
The "EXERCISE PRICE" per share for your Option is: US$____
VESTING. As one of the Company's employees, you will earn the right to
exercise twenty-five percent (25%) of your Option after each year commencing
after the Date of Grant and ending on an anniversary of the Date of Grant during
which you are employed by the Company or its subsidiaries (a "QUALIFYING YEAR").
Your Option cannot be exercised until the first anniversary of the Date of
Grant. As an example, at any time after the third anniversary of the Date of
Grant, but before the fourth anniversary, the maximum number of shares you may
purchase or have purchased under this Option is seventy-five percent (75%) of
the Number of Shares; after the fourth anniversary of the Date of Grant, you may
purchase all of the Number of Shares. Of course, you can never exercise the
Option for more than the Number of Shares or after the Expiration Date (in each
case as adjusted under the Terms and the Plan).
5
Please review the Plan and the Terms carefully, as they control your rights
under your Option. THEN SIGN (AND IF YOU ARE MARRIED, HAVE YOUR SPOUSE SIGN)
ONE COPY OF THIS LETTER AND RETURN IT TO MARY ADAMS AT THE ADDRESS BELOW. If
you have any questions, please call Mary Adams.
We appreciate your continuing efforts on behalf of the Company.
Very truly yours,
Learning Tree International
By: __________________________
Its: Chairman and CEO
I hereby accept this Option and have reviewed the Plan and the Terms.
_____________________________
"Optionee"
I agree to be bound by all of the terms and conditions of the Option, including
those set forth in the Plan and the Terms.
Optionee's Spouse
_____________________________
Name:________________________
Within the next 30 days, please return one signed copy, IN A CONFIDENTIAL
ENVELOPE, to:
Ms. Mary Adams
Vice President, Administration
Learning Tree International, Inc.
6053 W. Century Blvd., Suite 200
Los Angeles, CA 90045
6