CASINO AIRLINK, INC.
1996 Stock Option Plan
GRANT OF INCENTIVE STOCK OPTION
Date of Grant: January 18, 1997.
THIS GRANT, dated as of the date of grant first stated above (the
"Date of Grant"), is delivered by Casino Airlink, Inc. a Nevada
corporation (the "Company") to William E. Forhan (the "Grantee"),
who is an employee or officer of the Company or one of its
subsidiaries (the Grantee's employer is sometimes referred to
herein as the "Employer").
WHEREAS, the Board of Directors of the Company (the "Board")
January 17, 1997, adopted, with subsequent stockholder approval,
the Company's 1996 Stock Option Plan (the "Plan");
WHEREAS, the Plan provides for the granting of incentive stock
options by the Board to directors, officers and key employees of
the Company or any subsidiary of (excluding directors and
officers who are not employees) to purchase, or to exercise
certain rights with respect to, shares of the Common Stock of the
Company, $0.10 par value (the "Stock"), in accordance with the
terms and provisions thereof; and
WHEREAS, the Board considers the Grantee to be a person who is
eligible for a grant of incentive stock options under the Pian,
and has determined that it would be in the best interest of the
Company to grant the incentive stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter set forth, the
Company, with the approval and at the direction of the Board,
hereby grants to the Grantee, as of the Date of Grant, an option
to purchase up to two million (2,000,000) shares of Stock at a
price of $0.30 per share, the fair market value of such shares on
the date of grant. Such option is hereinafter referred to as the
"Option" and the shares of stock purchasable upon exercise of the
Option are hereinafter sometimes referred to as the "Option
Shares." The Option is intended by the parties hereto to be, and
shall be treated as, an incentive stock option (as such term is
defined under section 422 of the Internal Revenue Code of 1986).
2. Installment Exercise.
Subject to such further limitations as are provided herein, the
Option shall become exercisable in five (5) installments, the
Grantee having the right hereunder to purchase from the Company
the following number of Option Shares upon exercise of the
Option, on and after the following dates, in cumulative fashion:
(a) on and after the Date of Grant, up to one-fifth (ignoring
fractional shares) of the total number of Option Shares;
(b) on and after the first anniversary of the Date of Grant, up
to an additional one-fifth (ignoring fractional shares) of the
total number of Option Shares;
(c) on and after the second anniversary of the Date of Grant, up
to an additional one-fifth (ignoring fractional shares) of the
total number of Option Shares; and
(d) on and after the third anniversary of the Date of Grant, up
to an additional one-fifth (ignoring fractional shares) of the
total number of Option Shares; and
(e) on and after the fourth anniversary of the Date of Grant,
the remaining Option Shares.
3. Termination of Option.
(a) The Option and all rights hereunder with respect thereto, to
the extent
such rights shall not have been exercised, shall terminate and
become null and void after the expiration of ten (10) years from
the Date of Grant (the "Option Term").
(b) Upon the Occurrence of the Grantee's ceasing for any reason
to be employed by the Employer (such occurrence being a
"termination of the Grantee's employment"), the Option, to the
extent not previously exercised, shall terminate and become null
and void at the close of business on the thirtieth (30") day
following the date of termination of Grantee's employment, except
in a case where the termination of the Grantee's employment is by
reason of retirement, disability or death.
Upon a termination of the Grantee's employment by reason of
retirement, disability or death, the Option i-nay be exercised
during the following periods, but only to the extent that the
Option was outstanding and exercisable on any such date of
retirement, disability or death: (i) the one-year period
following the date of such termination of the Grantee's
employment in the case of a disability (within the meaning of
Section 22(e) (3) of the Code); (ii) the six-month period
following the date of issuance of letters testamentary or letters
of administration to the executor or administrator of a deceased
Grantee, in the case of Grantee's death during his employment by
the Employer, but not later than one year after the Grantee's
death; and (iii) the three-month period following the date of
such termination in the case of retirement on or after attainment
of age 65, or in the case of disability other than as described
in (i) above. In no event, however, shall any such period extend
beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be
exercised by the Grantee's legal representative(s), but only to
the extent that the Option would otherwise have been exercisable
by the grantee.
(d) A transfer of the Grantee's employment between the Company
and any subsidiary of the Company, or between any subsidiaries of
the Company, shall not be deemed to be a termination of the
Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in
the Plan, if the grantee shall (i) commit any act of malfeasance
or wrongdoing affecting the Company or any subsidiary of the
Company, (ii) breach any covenant not to compete, or employment
contract, with the Company or any subsidiary of the Company, or
(iii) engage in conduct that would warrant the Grantee's
discharge for cause (excluding general dissatisfaction with the
performance of the Grantee's duties, but including any act of
disloyalty or any conduct clearly tending to bring discredit upon
the Company or any subsidiary of the Company) any unexercised
portion of the Option shall immediately terminate and be void.
4. Exercise of Option.
(a) The Grantee may exercise the Option with respect to all or
any part of the number of Option Shares then exercisable
hereunder by giving the Secretary of the Company written notice
of intent to exercise. The notice of exercise shall specify the
number of Option Shares as to which the Option is to be exercised
and the date of exercise thereof, which date shall be at least
five (5) days after the giving of such notice unless an earlier
time shall have been mutually agreed upon.
(b) Full payment (in U.S. dollars) by the Grantee of the option
price for the Option Shares purchased shall be made on or before
the exercise date specified in the notice of exercise in cash,
or, with the prior written consent of the Board, in whole or in
part through the surrender of previously acquired shares of Stock
at their fair market value on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, the Company shall cause to be
delivered to the Grantee, a certificate or certificates for the
Option Shares then being purchased (out of theretofore unissued
Stock or reacquired Stock, as the Company may elect) upon full
payment for such Option Shares. The obligation of the Company to
deliver Stock shall, however, be subject to the condition that if
at any time the Board shall determine in its discretion that the
listing, registration or qualification of the Option or the
Option Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or
in connection with, the Option or the issuance or purchase of
Stock thereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board.
(c) If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the
Grantee's right to purchase such Option Shares may be terminated
by the Company. The date specified in the Grantee's notice as
the date of exercise shall be deemed the date of exercise of the
Option, provided that payment in full for the Option Shares to be
purchased upon such exercise shall have been received by such
date.
5. Adjustment of and Changes in Stock of the Company.
In the event of a reorganization, recapitalization, change of
shares, stock split, spin-off, stock dividend, reclassification,
subdivision or combination of shares, merger, consolidation,
rights offering, or any other change in the corporate structure
or shares of capital stock of the Company, the Board shall make
such adjustment as it deems appropriate in the number and kind of
shares of Stock subject to the Option or in the option price;
provided, however, that no such adjustment shall give the Grantee
any additional benefits under the Option.
6. Fair Market Value.
As used herein, the "fair market value" of a share of Stock shall
be the average of the high and low sale prices per share of Stock
on the stock exchange, composite tape or other recognized market
source, as determined by the Board, on the applicable date of
reference hereunder, or if there is no sale on such date, then
the average of such high and low sale prices on the last previous
day on which a sale is reported. In the event there is no
established trading market for the Stock on any date as to which
fair market value must be established, the Board shall determine
the fair market value in the exercise of its good faith business
judgment, and such determination shall be final and binding for
all purposes hereunder.
7. No Rights of Stockholders.
Neither the Grantee nor any personal representative shall be, or
shall have any of the rights and privileges of, a stockholder of
the Company with respect to any shares of Stock purchasable or
issuable upon the exercise of the Option, in whole or in part,
prior to the date of exercise of the Option.
8. Non-Transferability of Option.
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal
representative of the Grantee, and the Option shall not be
transferable except, in case of the death of the Grantee, by will
or the laws of descent and distribution, nor shall the Option be
subject to attachment, execution or other similar process. In
the event of (a) any attempt by the Grantee to alienate, assign,
pledge, hypothecate or otherwise dispose of the Option, except as
provided for herein, or (b) the levy of any attachment, execution
or similar process upon the rights or interest hereby conferred,
the Company may terminate the Option by notice to the Grantee and
it shall thereupon become null and void.
9. Employment Not Affected.
Neither the granting of the Option nor its exercise shall not be
construed as granting to the Grantee any right with respect to
continuance of employment of the Employer. Except as may
otherwise be limited by a written agreement between the Employer
and the Grantee, the right of the Employer to terminate at will
the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by
the Company, as the Employer or on behalf of the Employer
(whichever the case may be). Such right is hereby acknowledged
by the Grantee.
10. Amendment of Option.
The Option may be amended by the Board at any time (i) if the
Board determines, in its sole discretion, that amendment is
necessary or advisable in the light of any addition to or change
in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law
or regulation, which change occurs after the Date of Grant and by
its terms applies to the Option; or (ii) other than in the
circumstances described in clause (i), with the consent of the
Grantee.
11. Notice.
Any notice to the Company provided for in this instrument shall
be addressed to it in care of its Secretary at its executive
offices at 888 E. Las Olas Blvd., Suite 700, Fort Lauderdale, FL
33301, and any notice to the Grantee shall be addressed to the
Grantee at the current address shown on the payroll records of
the Employer. Any notice shall be deemed to be duly given if and
when properly addressed and posted by registered or certified
mail, postage prepaid.
12. Incorporation of Plan by Reference.
The Option is granted pursuant to the terms of the Plan, the
terms of which are incorporated herein by reference, and the
Option shall in all respects be interpreted in accordance with
the Plan. The Board shall interpret and construe the Plan and
this instrument, and its interpretations and determinations shall
be conclusive and binding on the parties hereto and any other
person claiming an interest hereunder, with respect to any issue
arising hereunder or thereunder.
13. Governing, Law.
The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in
accordance with the law of the State of Nevada, except to the
extent preempted by federal law.
IN WITNESS WHEREOF, the Company has caused its duly authorized
officers to execute and attest this Grant of Incentive Stock
Option, and to apply the corporate seal hereto, and the Grantee
has placed his or her signature hereon, effective as of the Date
of Grant.
CASINO AIRLINK, INC.
By: /s/ William Forhan
William Forhan
President
Attest:
By: /s/ Ellen Forhan
Secretary
ACCEPTED AND AGREED TO:
By: /s/ William Forhan
Grantee