Exhibit 10.5
August 11, 2005
{Optionee Name}
{Optionee Address}
{Optionee City, State and Zip}
Re: Stock Option Grant
Dear {Name}
A few weeks ago we gave you some
good news- on May 16, 2005 the Board of Directors approved a
grant of stock options to you under the Tully’s Coffee
Corporation 2004 Stock Option Plan (the “Plan”). As you
may recall, we advised you that we would be sending you the actual
stock option agreement and some related documents at a later time.
I am pleased that we are now doing so with this letter.
We enclose the following documents
with this letter:
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1.
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Two copies of
the stock option agreement for these stock options;
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2.
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A copy of the
prospectus, dated December 17, 2004, relating to the common
stock issuable upon exercise of options granted under the
Plan;
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3.
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A copy of the
Plan, which is Exhibit A to the prospectus;
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4.
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A copy of our
Fiscal 2005 Annual Report on Form 10-K.
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Please execute one copy of the
stock option agreement and return the executed agreement to Mark
Dringenberg in our Accounting Dept. (telephone: 206-233-2070)
within 30 days after you receive these materials.
You should retain the other
documents for your records. Stock option grants are effective only
upon the execution of a stock option agreement between
Tully’s and you, and are subject to cancellation if the stock
option agreement enclosed herein is not executed and returned to
Tully’s.
If you have any questions regarding
these materials or your stock options, please contact Kris Galvin,
our CFO, or Kathy Hasegawa, our controller.
On behalf of the Board of Directors,
I am pleased to provide you this opportunity to become a
shareholder of Tully’s Coffee Corporation.
Sincerely,
John D. Dresel
President and Chief Operating Officer
TULLY’S COFFEE
CORPORATION
(the “Company”)
INCENTIVE STOCK OPTION AGREEMENT
FOR PURCHASE OF STOCK
We are pleased to inform you that
the Company has granted to you (the “Optionee”) an
option to purchase shares of the Company’s common stock
(“Option”) under the Company’s 2004 Stock Option
Plan (the “Plan”) on the terms and subject to the
conditions set forth in this Stock Option Agreement. The Option is
intended to be an Incentive Stock Option as defined in
Section 422 of the Internal Revenue Code of 1986, as
amended.
This Stock Option Agreement is made
and entered into pursuant to a specific grant of options approved
by the Company’s Board of Directors or the Compensation
Committee thereof as of the Date of Option Grant set forth below.
This Stock Option Agreement cancels, supercedes, and replaces any
other oral or written agreement, letter or other document between
the parties related to this Option.
FOR VALUABLE CONSIDERATION, the
Company does hereby grant to the Optionee, in accordance with the
terms and conditions hereof, as of the Date of Option Grant, the
right and option to purchase the number of shares of common stock
of the Company (the “Option Shares”) for the Exercise
Price Per Share as set forth below, which right and option shall
vest and become exercisable according to the Vesting Schedule set
forth below:
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Name of
Optionee:
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Number of
Option Shares:
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Exercise Price
Per Share:
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Date of Option
Grant:
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May 16,
2005
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Expiration
Date:
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Vesting
Schedule:
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EXECUTED as of August 11,
2005.
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TULLY’S COFFEE CORPORATION
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By
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Kristopher S.
Galvin
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Executive Vice
President and CFO
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By signing below and entering into
this Stock Option Agreement, Optionee agrees to the terms hereof,
and all obligations and responsibilities as described in the Plan
and the attached Terms and Conditions, which shall constitute part
of this Stock Option Agreement.
TERMS AND CONDITIONS OF INCENTIVE
STOCK OPTION AGREEMENT
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS
COVERING SECURITIES THAT HAVE
BEEN REGISTERED
UNDER THE SECURITIES ACT OF
1933.
Capitalized Terms used in this Stock
Option Agreement (the “Agreement”), if not
otherwise
defined, have the meanings given them in the
Plan.
1. Time of Exercise of
Option. Until it expires
or is terminated as provided in Section 2 hereof, the Option
may be exercised from time to time to purchase the number of whole
shares of common stock as to which it has become exercisable.
Section 2.6 of the Plan sets forth provisions affecting the
exercise and termination of the Option in connection with certain
circumstances, including Merger, Consolidation, Tender Offer,
Takeover Bid, Sale of Assets or Dissolution as set forth
therein.
2. Termination of Employment or
Service.
2.1 General Rule.
Except as provided in this
Section 2, the Option may not be exercised unless at the time
of exercise the Optionee is employed by the Company, and shall have
been so employed continuously since the Date of Option Grant. For
purposes of this Agreement, the Optionee is considered to be
employed by the Company if the Optionee is employed by the Company
or any subsidiary of the Company (each, an
“Employer”).
2.2 Termination
Generally . If the
Optionee’s employment by the Company terminates for any
reason other than for cause, resignation in lieu of dismissal,
total disability, death or due to a Change of Control Event, as
provided in Sections 2.3, 2.4, 2.5, 2.6 or 2.7 hereof, then the
Option may be exercised at any time before the earliest of
(a) the Expiration Date, (b) the date that is three
months after the date of termination, and (c) ten years after
the Date of Option Grant, but only if and to the extent the
Optionee was entitled to exercise the Option at the date of
termination (provided that all other conditions to exercise set
forth herein shall have been met at the date of exercise of the
Option).
2.3 Termination for Cause or
Resignation in Lieu of Dismissal.
(a) If the Optionee is terminated
for cause or resigns in lieu of dismissal, the Option shall be
deemed to have terminated as of the time of the first act that led
or would have led to the termination for cause or resignation in
lieu of dismissal, and the Optionee shall thereupon have no right
to purchase any shares of common stock pursuant to the exercise of
the Option, and any such exercise shall be null and
void.
(b) Termination for
“cause” shall include (i) the violation by the
Optionee of any reasonable rule or policy of the Company;
(ii) any willful misconduct or gross negligence by the
Optionee in the responsibilities assigned to him or her;
(iii) any willful failure to perform his or her job as
required to meet the objectives of the Company; (iv) any
wrongful conduct of an Optionee that has an adverse impact on the
Company or that constitutes a misappropriation
of the assets of the Company;
(v) unauthorized disclosure of confidential information; or
(vi) the Optionee’s performing services for any other
company or person that competes with the Company while he or she is
employed by the Company, without the written approval of the
president or chief executive officer of the Company.
(c) “Resignation in lieu of
dismissal” shall mean a resignation by the Optionee as an
employee if (i) the Company has given prior notice to the
Optionee of its intent to dismiss the Optionee for circumstances
that constitute cause, or (ii) within two months of the
Optionee’s resignation, the Board of Directors of the Company
or the president or chief executive officer of the Company
determines that such resignation was related to an act that would
have led to a termination for cause.
2.4 Resignation
. If the Optionee resigns as an
employee of the Company, the Optionee’s right to exercise his
or her option shall be suspended for a period of two months from
the date of resignation, unless the president or chief executive
officer of the Company or the Board of Directors determines
otherwise in writing. Thereafter, unless there is a determination
that the Optionee resigned in lieu of dismissal, the option may be
exercised at any time before the earlier of (a) the Expiration
Date (which shall have been extended for the period during which
the Option has been suspended) or (b) the date that is three
months after the date on which the suspension of the right to
exercise ended, to the extent the Optionee was entitled to exercise
the Option at the date of resignation (provided all other
conditions to exercise set forth herein shall have been met at the
date of exercise of the Option).
2.5 Te