Exhibit 4.6
INTERACTIVE NETWORK INC.
INCENTIVE STOCK OPTION AGREEMENT
Interactive Network, Inc., a California corporation (the "Company"),
hereby grants to __________________ (the "Optionee"), an option (the "Option")
to purchase a total of ____________ shares of Common Stock (the "Shares") of the
Company, at the price set forth herein, and in all respects subject to the
terms, definitions and provisions of the Company's 1988 Stock Option Plan (the
"Plan"), which is incorporated herein by reference.
1. NATURE OF THE OPTION. This Option is intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. OPTION PRICE. The Option Price is $________ for each share.
3. VESTING AND EXERCISE OF OPTION. This Option shall be exercisable
during its term in accordance with the provisions of Section 9 of the Plan as
follows:
(a) VESTING AND RIGHT TO EXERCISE.
(i) This Option shall vest and become exercisable,
cumulatively, to the extent of one-third (1/3) of the Shares on each of the
first three anniversaries of the date on which Optionee's employment with the
Company commenced ___________, 19__. Subject to the provisions of subparagraph
(ii) below, the Optionee can exercise any portion of this Option which has
vested until the Option term expires.
(ii) In the event of the Optionee's death, disability
or other termination of employment, the exercisability of the Option shall be
governed by Sections 9(b), (c) and (d) of the Plan.
(b) METHOD OF EXERCISE. This Option shall be exercisable by
notifying the Company in writing of the election to exercise the Option, the
number of shares as to which the Option is being exercised and by executing and
delivering to the President or Chief Financial Officer of the Company such other
representations and agreements as to the Optionee's investment intent with
respect to such shares as the Company may require. The written notice must be
accompanied by payment in full of the aggregate purchase price for the shares
purchased; provided, however, that in lieu of delivery of a cash payment for the
purchase price of the shares purchased, the Optionee may deliver to the Company
with the written notice of exercise a sell order to a broker for the shares
being purchased and an agreement to pay (or have the broker remit payment for)
the purchase price for the shares being purchased on or before the settlement
date for the sale of such shares to the broker (a "cashless exercise"). The
certificate or certificates representing shares of stock as to which this Option
shall be exercised shall be registered in the name of the Optionee or in the
case of a cashless exercise, in the name of the broker.
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(c) RESTRICTIONS ON EXERCISE. This Option may not be exercised
if the issuance of the Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
Federal or state securities law or other law or regulation. Furthermore, the
method and manner of payment of the Option Price will be subject to the rules
under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G")
as promulgated by the Federal Reserve Board if such rules apply to the Company
at the date of exercise. As a condition to the exercise of this Option, the
Company may require the Optionee to make any representation or warranty to the
Company at the time of exercise of this Option as in the opinion of legal
counsel for the Company may be required by any applicable law or regulation,
including the execution and delivery of an appropriate representation statement.
Accordingly, the stock certificate for the Shares issued upon exercise of this
Option may bear appropriate legends restricting transfer.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent and distribution and
may be exercised during the lifetime of the Optionee only by him. The terms of
this Option shall be binding upon the executors, administrators, heirs and
successors of the Optionee.
5. METHOD OF PAYMENT. Payment of the exercise price shall be, at the
election of the Optionee, by cash or check, or any combination thereof, or by a
cashless exercise through a broker as described in Paragraph 3(b) hereunder.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. The number of
Shares covered by this Option may be adjusted pursuant to Section 11 of the Plan
in the event of changes in the capitalization or organization of the Company, or
if the Company is a party to a merger or other corporate reorganization.
7. TERM OF OPTION. This Option may not be exercised more than five (5)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
8. ENDORSEMENT ON CERTIFICATES. Any transfer or sale of the Shares is
subject to any restrictions on transfer imposed by state or Federal securities
laws. Accordingly, it is understood and agreed that the certificates
representing the Shares shall bear any legends required by the securities laws
of any state or by Federal securities laws.
9. NOT EMPLOYMENT CONTRACT. Nothing in this Agreement or in the Plan
shall confer upon the Optionee any right to continue in the employ of the
Company or shall interfere with or restrict in any way the rights of the
Company, which are hereby expressly reserved, to discharge the Optionee at any
time for any reason whatsoever, with or without cause, subject to the provisions
of applicable law. This is not an employment contract.
10. INCOME TAX WITHHOLDING. Optionee authorizes the Company to withhold
in accordance with applicable law from any compensation payable to him or her
any taxes required to be withheld by Federal, state or local laws as a result of
the exercise of this Option. The Optionee agrees to notify the Company
immediately in the event of any disqualifying disposition (within the meaning of
Section 421(b) of the Code) of the shares acquired upon exercise of this Option.
Furthermore, in the event of any determination that the Company has failed to
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withhold a sum sufficient to pay all withholding taxes due in connection with
the exercise of this Option, or a disqualifying disposition of the shares
acquired upon exercise of an incentive stock option, the Optionee agrees to pay
the Company the amount of such deficiency in cash within five (5) days after
receiving a written demand from the Company to do so, whether or not Optionee is
an employee of the Company at that time.
Date of Grant: _____________, 19__
INTERACTIVE NETWORK, INC.
By:
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Title:
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Optionee acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
arising under the Plan.
Dated: ____________, 19__
_______________________________
CONSENT OF SPOUSE
I, ____________________, spouse of Optionee who executed the foregoing
Agreement, hereby agree that my spouse's interest in the shares of Interactive
Network, Inc. Common Stock subject to said Agreement shall be irrevocably bound
by the Agreement's terms. I further agree that my community property interest in
such shares, if any, shall similarly be bound by said Agreement and that such
consent is binding upon my executors, administrators, heirs and assigns. I agree
to execute and deliver such documents as may be necessary to carry out the
intent of said Agreement and this consent.
Dated: _______________, 19__
_______________________________
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