EXHIBIT 99.1
Matrixx Initiatives, Inc. 2001 Long-Term
Incentive Plan
Grant of Incentive Stock Option
THIS GRANT, dated
as of ___, 200_, is between Matrixx Initiatives, Inc., a Delaware
corporation (“Company”), and ___(the
“Grantee”).
WHEREAS, the Board
of Directors of Gum Tech International, Inc. (the predecessor to
the Company), Previously adopted the Gum Tech International, Inc.
Long-Term Incentive Plan;
WHEREAS, on
June 18, 2002, Gum Tech International, Inc. merged with the
Company and the name was changed to Matrixx Initiatives, Inc. and
by operation of law, the Gum Tech International, Inc. Long-Term
Incentive Plan, as amended became the Matrixx Initiatives, Inc.
Long-Term Incentive Plan (“Plan”);
WHEREAS, the Plan
provides for the granting of incentive stock options by a committee
to be appointed by the Company’s Board (the
“Committee”) to selected employees of the Company to
purchase or to exercise certain rights with respect to, shares of
the Common Stock of the Company, no par value per share (the
“Stock”), in accordance with the terms and provisions
thereof; and
WHEREAS, the
Committee considers the Grantee to be a person who is eligible for
a grant of stock options under the Plan, and has determined that it
would be in the best interest of the Company to grant the stock
options documented herein.
NOW, THEREFORE,
the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Grant of Option;
Vesting
Subject to the
terms and conditions hereinafter set forth, the Company, with the
approval and at the direction of the Committee, hereby grants to
the Grantee, as of the Date of Grant but subject to the vesting
described in this Section 1, an option to purchase up to
___shares of Stock at a price of $
per share, the fair
market value of such shares at the time of the 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 “the Option
Shares.” Subject to the limitations set forth in
Section 2, the Option shall become vested and exercisable in
accordance with the following schedule:___. Notwithstanding the
foregoing, all then unvested Options shall become vested and
exercisable upon the date on which a Change of Control, as defined
by the Plan, occurs.
The
vesting shall occur only if the Grantee remains employed by the
Company on the date of the vesting and has continuously remained an
employee since the Date of Grant.
The
Option granted under this Agreement is intended to be an
“incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended
(“Code”).
Section 2. Termination of Option
2.1
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 on ___(the “Option
Term”).
2.2
In the event of the death or disability of the Grantee, the Option
may be exercised by the Grantee or the Grantee’s legal
representative(s) at any time within the one year anniversary date
of the Grantee’s death or disability, but only to the extent
that the Option is exercisable by the Grantee at the date of death
or disability, provided that the Option must be exercised before
the last day of the Option Term.
2.3
In the event that Grantee is no longer an employee of the Company,
the Option may be exercised by the Grantee or the Grantee’s
legal representative(s) at any time within 90 days after the
Grantee is no longer an employee but only to the extent that the
Option is exercisable at the date the Grantee terminates employment
with the Company, provided that the Option must be exercised before
the last day of the Option Term.
2.4
Notwithstanding any other provisions set forth herein or in the
Plan, if the Grantee (i) commits any act of malfeasance or
wrongdoing affecting Company, (ii) breaches any covenant not
to compete, or employment contract, with the Company or any
subsidiary of the Company, or (iii) engages 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), any
unexercised portion of the Option shall immediately terminate and
be void.
Section 3. Procedures for Exercise of
Options
3.1
The Grantee may exercise the Option with respect to all or any part
of the number of Options then exercisable and vested hereunder by
giving the Secretary of the Company written notice of intent to
exercise. The notice of exercise shall specify the number of
Options to be exercised and the date of exercise, which date shall
be at least five days after the giving of such notice, unless an
earlier time shall have been mutually agreed upon.
3.2
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 Committee, in whole or in part
through the surrender of previously acquired shares of Stock at
their fair market value on the ex
