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EXHIBIT 10.19
FORM OF
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made as of this _____ day of
__________, 1998, by and between Office Centre Corporation, a Delaware
corporation, located at 38 East 32nd Street, New York, New York 10016 (the
"Company"), and _________________________, located at
_______________________________ (the "Optionee").
W I T N E S S E T H:
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WHEREAS, the Company desires to provide the Optionee with an
opportunity to acquire common stock, $.001 par value per share (the "Common
Stock"), of the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable consideration, the
Company and the Optionee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee
the right to purchase (the "Option") an aggregate of ___________ shares of
Common Stock (the "Shares"), subject to adjustment pursuant to SECTION 6 below.
2. TERM OF OPTION. The term of the Option shall commence on
the date hereof and terminate on the [ ] anniversary date hereof (the "Term").
3. EXERCISE PRICE. The exercise price for the Shares shall be
$_______ per Share, subject to adjustment pursuant to SECTION 6 below.
4. VESTING. The Option shall vest and become exercisable at
such times and in such amounts as follows: [ ]
5. EXERCISE OF OPTION. The portion of the Option that has
vested and become exercisable pursuant to SECTION 4 above shall be exercisable
during the Term, in whole or in part, by written notice from the Optionee to the
Company in the form of ATTACHMENT A hereto (the "Notice"). The Notice must be
accompanied by a certified check or other form of payment satisfactory to the
Company representing the appropriate exercise price. The Notice must be received
by the Company on or before the date of the expiration of the Term. The Option
shall be deemed to have been exercised on the date the Notice was received by
the Company. Within fifteen (15) days of receipt of the Notice, the Company
shall deliver to the Optionee a certificate or certificates for such number of
Shares as to which the Option was exercised. The Company shall not be required
to issue or deliver any certificate or certificates for Shares purchased upon
the exercise of any part of this Option prior to the payment to the Company,
upon its demand,
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of any amount requested by the Company for the purpose of satisfying its
liability, if any, to withhold state or local income or earnings tax or any
other applicable tax or assessment (plus interest or penalties thereon, if any,
caused by a delay in making such payment) incurred by reason of the exercise of
this Option or the transfer of Shares thereupon.
6. ADJUSTMENT. In the event there is any change in the Common
Stock of the Company by reason of any reorganization, recapitalization, stock
split, stock dividend or otherwise, there shall be substituted for or added to
each Share theretofore appropriated, or thereafter subject, or which may become
subject, to this Option, the number and kind of shares of stock or other
securities into which each outstanding Share shall be so changed or for which
each such Share shall be exchanged, or to which each such Share shall be
entitled, as the case may be, and the per Share price thereof shall also
appropriately be adjusted.
7. NON-TRANSFERABILITY OF OPTION. The Option shall not be
transferable except by will or by the laws of descent and distribution, and to
members of the Optionee's immediate family or trusts established for the benefit
of such family members who agree in writing to be bound by all the provisions of
this Agreement. More particularly, but without limiting the generality of the
foregoing, except as provided in the preceding sentence, the Option may not be
assigned, transferred or otherwise disposed of, or pledged or hypothecated in
any way, and shall not be subject to execution, attachment or other process. Any
assignment, transfer, pledge, hypothecation or other disposition of the Option
attempted contrary to the provisions of this Agreement, or any levy of
execution, attachment or other process attempted upon the Option, including,
without limitation, interspousal transfers incident to the dissolution of a
marriage, will be null and void and without effect. Any attempt to make any such
assignment, transfer, pledge, hypothecation or other disposition of the Option
or any attempt to make any such levy of execution, attachment or other process
will cause the Option to terminate immediately upon the happening of any such
event.
8. RIGHTS AS STOCKHOLDER. The Optionee shall not have any
rights of a stockholder with respect to any Shares subject to the Option until
the Optionee shall have been issued a stock certificate for such Shares by the
Company.
9. RESERVATION OF SHARES. The Company shall at all times
during the Term reserve and keep available such number of shares of Common Stock
then subject to the Option as will be sufficient to satisfy the requirements of
this Agreement.
10. NOTICES. Each notice relating to this Agreement shall be
in writing and delivered in person or by certified mail to the appropriate
address set forth in the preamble hereto. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that effect.
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11. BENEFITS OF AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon each successor and assign of the Company. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be binding upon the Optionee's heirs, legal
representatives, successors and assigns, as the case may be.
12. SEVERABILITY. In the event that any one or more provisions
of this Agreement shall be deemed to be illegal or unenforceable, such
illegality or unenforceability shall not affect the validity and enforceability
of the remaining legal and enforceable provisions hereof, which shall be
construed as if such illegal or unenforceable provision or provisions had not
been inserted.
13. GOVERNING LAW. This Agreement will be construed and
governed in accordance with the laws of the State of Delaware.
14. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed as of the date first above written.
OFFICE CENTRE CORPORATION
By:
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Name:
Title:
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[NAME OF OPTIONEE]
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ATTACHMENT A
STOCK OPTION EXERCISE FORM
[DATE]
Board of Directors
Office Centre Corporation
Gentlemen:
Pursuant to the provisions of the Stock Option Agreement,
dated ____________, 1998, whereby you have granted to the undersigned an option
to purchase up to __________ shares of Common Stock of Office Centre Corporation
(the "Company"), the undersigned hereby notifies you that the undersigned elects
to exercise the option to purchase ________________ of the shares covered by
such option at the price specified therein. In full payment of the price for the
shares being purchased hereby, the undersigned is delivering to you herewith a
certified or bank cashier's check payable to the order of the Company in the
amount of $____________.
Very truly yours,
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[Address]
(For notices, reports, dividend checks and
other communications to stockholders)