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EXHIBIT 10.9
INTERNATIONAL AIRCRAFT INVESTORS
a California corporation
RESTATED STOCK OPTION AGREEMENT
THIS RESTATED STOCK OPTION AGREEMENT is made as of this ____
day of _____, 1997 between INTERNATIONAL AIRCRAFT INVESTORS, a California
corporation (the "Company"), and __________________ (the "Grantee").
WHEREAS, the Company desires to afford the Grantee an
opportunity to purchase shares of its Common Stock (the "Common Shares") as
hereinafter provided.
WHEREAS, the Company issued to Grantee an option to acquire
_________ shares of Common Shares (prior to the Company's 1-for-6 reverse stock
split) on March 16, 1993, which option required that it must be exercised prior
to the time the Company issues and sells any of its shares of Common Shares
under Section 5 of the Securities Act of 1933, as amended (the "Act").
WHEREAS, the Company desires to extend the term of Grantee's
option beyond a registration of Common Shares under the Act and make other
changes.
THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the
parties hereto have agreed, and do hereby agree, as follows:
1. Grant of Option
The Company irrevocably grants to the Grantee the right and option
(the "Option") to purchase, on terms and conditions herein set forth, all or
any part of an aggregate of _____________________________________ shares of the
Common Shares of the Company. (The number of shares subject to this Option is
subject to adjustment, under certain circumstances, as provided in Section 10
hereof.)
2. Purchase Price
The purchase price of the shares of the Common Shares covered by this
Option shall be $6.00 per share. (The purchase price of the shares subject
hereto is subject to adjustment, under certain circumstances, as provided in
Section 10 hereof).
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3. Option Term
The Option shall be exercisable as follows: 25% on and after December
31, 1997 and an additional 25% on and after December 31 of each of 1998, 1999
and 2000. No part of this Option will be exercisable after March 31, 2007.
4. Exercise
This Option shall, until expiration, be exercisable as to all or any
portion of the Common Shares which are subject hereto and which are then
exercisable as provided in Section 3, except that no partial exercise of this
Option may be less than 100 shares.
Each exercise of this Option shall be by written notice of exercise
delivered to the Secretary of the Company, at its principal place of business,
shall specify the number of shares to be purchased and shall be accompanied by
(a) such additional information or forms the Company may require, and (b)
except as provided below, payment in cash or by certified check, payable to the
order of the Company, in the amount of the full purchase price of the shares to
be purchased. The date of delivery of the notice shall be deemed to be the
exercise date, unless such notice specifies a date subsequent to the delivery
date as the exercise date.
As soon as practicable after the exercise of this Option in accordance
with the terms of this Agreement, the Company shall, without transfer or issue
tax to the Grantee (or other person entitled to exercise this Option), deliver
to the Grantee (or other person entitled to exercise this Option), at the main
office of the Company or at such place as shall be mutually acceptable, a
certificate or certificates representing the shares of Common Shares as to
which this Option has been exercised. The time of issuance and delivery of the
Common Shares may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with any applicable listing
requirements of any national or regional securities exchange and any law or
regulation applicable to the issuance and delivery of such shares.
5. Termination of Employment or Death of Grantee
If, during the term hereof, the Grantee's employment with the Company
is terminated for any reason whatsoever, this Option shall become exercisable
in full (notwithstanding the provisions of Section 3) and may be exercised at
any time prior to March 31, 2007. If, during the term hereof, the Grantee
dies, this Option shall become exercisable in full (notwithstanding the
provisions of Section 3) and shall nonetheless be exercisable by a legatee
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or legatees of the Grantee under his last Will or by his personal
representative or distributees at any time prior to March 31, 2007.
6. Non-Assignability of Option
Without the prior written consent of the Company, this Option, and all
rights and privileges hereunder, shall not be assignable or transferable by the
Grantee, either voluntarily or by operation of law, except by Will or by
operation of the laws of descent and distribution, and shall not be pledged or
hypothecated in any way. Any attempt so to assign, transfer, pledge
hypothecate or otherwise dispose of this Option or any right or privilege
granted contrary to the provisions hereof shall be void and of no effect.
7. Restriction on Issuance of Shares
The Company shall not be obligated to sell, issue, or deliver any
shares of Common Shares pursuant to the exercise of this Option unless and
until, in the opinion of counsel for the Company, any applicable registration
requirements of the Act, and of any rules and regulations of the Securities and
Exchange Commission thereunder, any applicable listing requirements of any
securities exchange on which shares of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery shall have been duly complied with; provided
however, that the term hereof shall be extended by the duration of any period
after which Grantee has attempted to exercise all or any part of this Option
and until any Common Shares is issued hereunder where the issue of such Common
shares is delayed under the provisions of this Section 7.
8. Rights as Stockholder
Neither the Grantee nor any other person entitled to exercise this
Option shall be or shall have any of the rights or privileges of a stockholder
of the Company with respect to any shares issuable upon the exercise of this
Option unless and until a certificate or certificate representing such shares
shall have been issued and delivered. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificates are issued.
9. Restrictions on Transfer
The transfer of stock received pursuant to the exercise of this Option
is prohibited unless such transfer is exempt from registration under the Act,
or a rule or regulation of the Securities and Exchange Commission thereunder,
or unless a
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registration statement covering such transfer is in effect at the time the
transfer is to occur. The certificates evidencing said stock shall bear an
appropriate legend on the face thereof evidencing such restrictions.
10. Changes in Capital Structure; Terminating Transactions
If the outstanding shares of the Company's Common Shares are hereafter
increased, decreased, changed into, or exchanged for a different number or kind
of shares or other securities of the Company by reason of reorganization,
recapitalization, reclassification, stock dividend, stock split, or reverse
stock split, upon proper authorization by the Board of Directors an appropriate
and proportionate adjustment shall be made in the number and kind of shares or
other securities as to which the unexercised portion of this Option shall be
exercisable. Any such adjustment shall be made without change in the aggregate
purchase price applicable to the unexercised portion of this Option but with a
corresponding adjustment in the purchase price for each share or other unit of
security covered by the unexercised portion of this Option. Any such changes
shall be made solely in order to preserve, but not to increase, the benefits of
the holder of this Option.
Upon the dissolution or liquidation of the Company, or upon a
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 upon a sale of all or substantially all of the Company's property or more
than eighty percent (80%) of its then outstanding stock to another corporation
("Terminating Transaction" herein), this Option shall terminate unless
provision be made in writing in connection with such transaction for the
assumption of options theretofore granted, or for the substitution for such
options of new options covering the securities of a successor employer
corporation or an affiliate thereof, with appropriate adjustments as to the
number and kind of securities and prices, in which event this Option shall
continue in the manner and under the terms so provided. If this Option shall
terminate pursuant to the foregoing sentence, this Option shall be deemed to be
exercisable in full (notwithstanding the provisions of Section 3) and the
person then entitled to exercise any unexercised portions of this Option shall
have the right, during a period of time (in no event less than sixty (60) days)
designated by the Company immediately prior to the consummation of the
Terminating Transaction, to exercise this Option to the full extent not
theretofore exercised; provided, however, that no portion of this Option shall
be exercised later than the date of expiration of the Option period.
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11. Holding of Common Shares by Grantee
By accepting this Option, the Grantee, for himself and his transferees
by Will or the laws of descent and distribution, represents and agrees that all
shares of stock purchased upon exercise of this Option will be acquired and
held in accordance with the restrictions of the Act and shall not be further
transferred except as permitted by that Act and the rules and regulations of
the Securities and Exchange Commission thereunder, that the Company may
instruct its transfer agents to restrict further transfer of said stock in its
records except upon receipt of satisfactory evidence that such restrictions
have been satisfied, that upon each exercise of any portion of this Option, the
certificates evidencing the purchased stock shall bear an appropriate legend on
the face thereof evidencing such restrictions, and that the person entitled to
exercise the same shall furnish evidence satisfactory to the Company (including
a written and signed representation) to the effect that the shares of stock are
being acquired subject to such restrictions.
12. Notices
Any notice to be given to the Company shall be addressed to the
Company in care of its Secretary at its principal office, and any notice to be
given to the Grantee shall be addressed to him at the address given beneath his
signature hereto, or at such other address as the Grantee may hereafter
designate in writing to the Company. Any such notice shall be deemed duly
given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, registered or certified, and deposited, postage and registry or
certification fee prepaid, in the United States mail.
13. Law Applicable to Construction
This Option shall be construed and enforced in accordance with the
laws of the State of California.
14. Entire Agreement
This Option sets forth the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, and discussions between the parties, including, without
limitation, any previously grants of options by Grantor to Grantee.
15. General
The Company shall at all times during the term of this Option reserve
and keep available such numbers of Common Shares as will be sufficient to
satisfy the requirements of this Option, shall pay all original issue and
transfer taxes with respect to
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the issue and transfer of shares pursuant hereto and all other fees and
expenses necessarily incurred by the Company in connection therewith, and will
from time to time use reasonable efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto. This Option is not intended to qualify as an incentive
stock option within the meaning of Section 422A of the Internal Revenue Code.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed by its duly authorized officers, and the Grantee has hereunto
set his hand, all to be effective as of the day and year first above written,
at Los Angeles, California.
GRANTOR:
INTERNATIONAL AIRCRAFT INVESTORS, GRANTEE:
a California corporation
By: ___________________________ _____________________________
_____________________________
Street Address
ATTEST:
_____________________________
City, State and Zip Code
By:____________________________
Stuart M. Warren, Secretary
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