Exhibit 4.6
THEGLOBE.COM, INC.
NON QUALIFIED STOCK OPTION AGREEMENT
I. NOTICE OF STOCK OPTION GRANT
Robin M. Segaul
110 E. Broward Blvd., 14th Floor
Ft. Lauderdale, FL 33301
You ("Optionee") have been granted an option to purchase Common Stock
of The company, subject to the terms and conditions of this Stock Option
Agreement. The terms of your grant are set forth below:
Date of Grant: August 12, 2002
Vesting Date: August 12, 2002
Exercise Price per Share 0.02 per Share
Total Number of Shares Granted 500,000
Total Exercise Price: $10,000.00
Type of Option: Non-Qualified
Stock Option
Term/Expiration Date: August 12,
2012 (Tenth
anniversary of
date of
grant.)-Exercise
period shall not
be reduced by
termination of
employment.
Exercise and Vesting Schedule:
------------------------------
This option shall vest and become exercisable immediately upon grant.
Termination Period:
-------------------
This Option may be exercised to the extent vested, at any time
prior to the term/expiration date provided above.
II. AGREEMENT:
1. Grant of Option. The Company hereby grants the Optionee an option to
purchase the number of Shares set forth in the Notice of Stock Option
Grant (the "Notice of Grant"), at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"). This Option is not
intended to, and does not qualify as an Incentive stock Option as
defined in Section 422 of the Code.
2. Exercise of Option. This Option is exercisable as follows:
(a) Right to exercise.
(i) This option shall be exercisable cumulatively
according to the vesting schedule set out in the
Notice of Grant.
(ii) This Option may not be exercised for a fraction
of a Share.
(iii) In the event of Optionee's termination of
Continuous Status as an Employee or Consultant, the
exercisability of the Option is governed by Section 5
below.
(iv) In no event may this Option be exercised after
the date of expiration of the term of this Option as
set forth in the Notice of Grant.
(b) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached as Exhibit A). The notice
must state the number of Shares for which the Option is being
exercised, and such other representations and agreements with
respect to such shares of Common Stock as may be required by
the Company pursuant to the provisions of the plan or as may
be necessary in order for the Company to comply with
Applicable Laws. The notice must be signed by the Optionee and
shall be delivered in person or by certified mail to the
Secretary of the company. The notice must be accompanied by
payment of the Exercise Price, including payment of any
applicable withholding tax. This option shall be deemed to be
exercised upon receipt by the company of such written Notice
accompanied by the Exercise Price and payment of any
applicable withholding tax.
No Shares shall be issued pursuant to the exercise of
an Option unless such issuance and such exercise comply with
Applicable Laws and the requirements of any stock exchange
upon which the Shares may then be listed. Assuming such
compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which
the option is exercised with respect to such Shares.
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3. Method of Payment. Payment of the Exercise Price shall be any of the
following, or a combination thereof, at the election of the Optionee:
(a) cash;
(b) check;
(c) with the consent of the Administrator, other share of
Common Stock that (i) in the case of shares acquired upon
exercise of an option granted by the company either have been
owned by the Optionee for more than six months on the date of
surrender or were not acquired, directly or indirectly, from
the Company, and (ii) have a fair market value on the date of
surrender equal to the aggregate exercise price of the shares
as to which said option shall be exercised;
(d) with the consent of the Administrator in its sole and
absolute discretion, authorization from the company to retain
the total number of shares as to which the option is exercised
that number of shares having a Fair Market Value on the date
of exercise equal to the exercise price for the total number
of shares as to which the Option is exercised;
(e) with the consent of the Administrator, delivery of a
properly executed exercise notice together with irrevocable
instructions to a broker to deliver promptly to the company
the amount of sale or loan proceeds required to pay the
exercise price;
(f) with the consent of the Administrator a combination of any
of the foregoing methods of payment;
(g) with the consent of the Administrator, a combination of
any of the foregoing methods of payment at least equal in
value to the stated capital represented by the shares to be
issued, plus a promissory note for the balance of the exercise
price; or
(h) with the consent of the administrator, such other
consideration and method of payment for the issuance of shares
to the extent permitted under Applicable Laws.
4. Restrictions on Exercise. If the issuance of Shares upon such
exercise or if the method of payment for such shares would constitute a
violation of any applicable federal or state securities or other law or
regulation, then the Option may also not be exercised. The Company may
require Optionee to make any representation and warranty to the Company
as may be required by any applicable law or regulation before allowing
the Option to be exercised.
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5. Effect of Certain Transactions.
In the event of a merger or consolidation of the Company with
or into another corporation, or the sale of substantially all of the
assets of the Company (a "Transaction"), the Option shall be assumed,
or an equivalent option shall be substituted, by the Successor
Corporation; provided, however, that, unless otherwise determined by
the Committee, the Option shall remain subject to all of the conditions
and restrictions which were applicable to the Option prior to such
assumption or substitution. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of
assets, the option confers the right to purchase or receive upon
exercise, for each Share subject to the Option immediately prior to the
Transaction, the consideration (whether stock, cash, or other
securities or property) received in the Transaction for each Share held
on the effective date of the Transaction (and if holders were offered a
choice of consideration, the type of such consideration as determined
by the Board).
6. Termination of Relationship. If Optionee terminates Continuous
Status as an Employee or Consultant for any reason, Optionee may
exercise this option during the Termination Period set out in the
Notice of Grant, to the extent the Option was vested at the date of
such termination. To the extent that Optionee was not vested in this
option at the date on which Optionee terminates Continuous Status as an
Employee or Consultant, or if Optionee does not exercise this option
within the time specified herein, the Optionee shall terminate.
7. Non-Transferability of Option. This option may not be transferred in
any manner except by will or by the laws of descent or distribution. It
may be exercised during the lifetime of Optionee only by Optionee. The
terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
8. Term of Option. This Option may be exercised only within the terms
set out in the Notice of Grant.
9. Registration. Theglobe.com will take all steps necessary to register
this option grant on form S-8 or any other form necessary as soon as
practical, following execution of this agreement.
(SIGNATURE PAGE FOLLOWS)
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This agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall constitute one
document.
theglobe.com
By:_________________________________
Name:______________________________
Title:______________________________
Optionee hereby accepts this Option subject to all of the terms and
provisions hereof. Optionee has reviewed this Option in it's entirety,
had an opportunity to obtain the advice of counsel prior to executing
this Option and full understands all provisions of the Option. Optionee
hereby agrees to accept as binding conclusive and final all decisions
or interpretations of the Administrator upon any questions arising
under the Plan or this Option. Optionee further agrees to notify the
Company upon any changes in the residence address indicated below.
Dated: ______________, 2002
____________________________________
ROBIN M. SEGAUL
Address:
110 E. Broward Blvd., 14th Floor
Ft. Lauderdale, FL 33301
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EXHIBIT A
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THEGLOBE.COM
EXERCISE NOTICE
theglobe.com, Inc.
Attention: Secretary
1. Exercise of Option. Effective as of today, __________, ______, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to
purchase _________ shares of the Common Stock (the "Shares") of
theglobe.com, Inc. (the "Company") under and pursuant to the
Non-Qualified Stock Option Agreement dated __________, __________, (the
"Option Agreement")
2. Representations of Optionee. Optionee acknowledges that Optionee has
received read and understood the Plan and the Option Agreement.
Optionee agrees to abide by and be bound by their terms and conditions.
3. Rights as Stockholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to Shares subject to the Option,
notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is
issued, except as provided in Section IV of Article One of the Plan.
Optionee shall enjoy rights as a stockholder until such time as
Optionee disposes of the Shares.
4. Tax Consultation. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has
consulted with any tax consultants Optionee deems advisable in
connection with the purchase or disposition of the Shares and that
Optionee is not relying on the Company for any tax advice.
5. Restrictive Legends.
(a) Legends. Optionee understands and agrees that the Company
shall cause any other legends that may be required by state or
federal securities laws to be placed upon any certificate(s)
evidencing ownership of the Shares.
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(b) Refusal to Transfer. The Company shall not be required (I)
to transfer on its books any shares that have been sold or
otherwise transferred in violation of any of the provisions of
this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so
transferred.
6. Successors and Assigns. The Company may assign any of its rights
under this agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns of
the Company. Subject to the restrictions on transfer herein set forth,
this agreement shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.
7. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to
the Administrator, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Administrator shall be
final and binding on the Company and the Optionee.
8. Governing Law; Severability. This Agreement shall be governed by and
constructed in accordance with the laws of the State of Delaware
excluding that body of law pertaining to conflicts of law. Should any
provision of this agreement be determined by a court of law to be
illegal or unenforceable, the other provisions shall nevertheless
remain effective and shall remain enforceable.
9. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United States mail by certified mail, with
postage and fees prepaid, addressed to the other party at its address
shown below beneath its signature, or to such other addresses as such
party may designate in writing from time to time with the other party.
10. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
11. Delivery of Payment. Optionee herewith delivers to the Company the
full Exercise Price for the Shares, as well as any applicable
withholding tax.
12. Entire Agreement. The Plan and Option Agreement are incorporated
herein by reference. This Agreement, the Plan and the Option Agreement
constitute the entire agreement if the parties and supersede in their
entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof.
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Submitted by: Accepted by:
Optionee: theglobe.com, Inc.
_______________________________ By:__________________________
Its:_________________________
Address:
__________________________
__________________________
__________________________
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