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Exhibit
10.12
[FORM
OF] STOCK OPTION AGREEMENT
This
Stock Option Agreement,
made
effective as of _____________, is by and between Spectre Gaming, Inc. (the
“Company”), and _____________, an ____________ of the Company
(the “Optionee”).
The
parties hereto agree as follows:
1. Grant
of Option.
The
Company hereby grants to Optionee the right and option, hereinafter called
the
“Option,” to purchase all or any part of an aggregate of ______________shares of
the common stock, $.01 par value, of the Company (the “Shares”) subject to the
terms and conditions herein set forth.
2. Purchase
Price.
The
purchase price of the Shares covered by the Option shall be ______ per
Share.
3. Exercise
and Vesting of Option.
Subject
to Section 1 above, the Option shall vest as follows: ________ Shares on
____________; ________ Shares on ____________; and ________ Shares on
____________.
4. Term
of Option.
Except
as otherwise provided in this Agreement, the Option shall be exercisable for
______ (___) years from the date of this Agreement; provided,
however,
that in
the event that Optionee ceases to be an employee of the Company, Optionee or
his
or her legal representative shall have three (3) months from the date of such
termination to exercise any part of the Option that is vested pursuant to
Section 3
of this
Agreement. Upon the expiration of such three (3) month period, or, if earlier,
upon the expiration date of the Option as set forth above, the Option shall
terminate and become null and void.
5. Method
of Exercising Option.
Subject
to the terms and conditions of this Agreement, the Option may be exercised
by
written notice to the Company. Such notice shall state the election to exercise
the Option and the number of Shares in respect of which it is being exercised,
and shall be signed by the person or persons so exercising the Option. Such
notice shall either: (a) be accompanied by payment of the full purchase price
of
such Shares, in which event the Company shall deliver a certificate or
certificates representing such Shares as soon as practicable after the notice
shall be received; or (b) fix a date not less than five (5) nor more than ten
(10) business days from the date such notice shall be received by the Company
for the payment of the full purchase price of such Shares against delivery
of a
certificate or certificates representing such Shares. Payment of such purchase
price may take the form of cash, shares of stock of the Company, the total
market value of which equals the total purchase price, or any combination of
cash and shares of the Company, the total market value of which equals the
total
purchase price. Any such notice shall be deemed given when received by the
Company at its principal place of business. All Shares that shall be purchased
upon the exercise of the Option as provided herein shall be fully paid and
non-assessable.
6. Rights
of Option Holder.
Optionee, as holder of the Option, shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option except to the
extent that one or more certificates for such Shares shall be delivered to
him
or her upon the due exercise of all or any part of the Option.
7. Non-Transferability.
The
Option shall not be transferable and the Company shall not be required to
recognize any attempted assignment of such rights by any participant except:
(i)
in the event of the Optionee’s death, by will or the laws of descent and
distribution to the limited extent provided in this Option Agreement; (ii)
or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended; or (iii) pursuant to Title I of the Employee
Retirement Income Security Act, or the rules thereunder (if applicable).
Notwithstanding the preceding sentence, the Option may be transferred by the
holder thereof to family members, trusts or charities. During the Optionee’s
lifetime, the Option may be exercised only by him or her, by his or her guardian
or legal representative or by the transferees permitted by the preceding
sentence. Except as set forth above, the Option may not be assigned,
transferred, pledged, or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge, hypothecation, or other
disposition of the Option contrary to the provisions hereof, and the levy of
any
execution, attachment, or similar process upon the Option shall be null and
void
and without effect.
8. General.
The
Option is issued under the Spectre Gaming 2006 Stock Option Plan. The Company
shall at all times during the term of the Option keep available such number
of
Shares as will be sufficient to satisfy the requirements of this Option
Agreement.
In
Witness Whereof,
the
undersigned have executed this Stock Option Agreement as of the date first
written above.
SPECTRE
GAMING, INC.:
By:
