Exhibit No. 10.11
BLACKHAWK CAPITAL GROUP BDC
INC.
STOCK OPTION PLAN
INCENTIVE STOCK OPTION
AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT
dated February 1, 2009, by and
between Blackhawk Capital Group BDC Inc., a Delaware corporation
having its principal place of business at 14 Wall Street, 11
th Floor, New York, New York 10005 (the
"Corporation"), and Craig A. Zabala, an individual with an address
at 14 Wall Street, 11 th Floor, New York, New York 10005 (the
"Optionee").
WHEREAS , the Corporation's Board of Directors, in
December 2008, and, the Corporation's stockholders on December 15,
2008, adopted the Stock Option Plan (such Stock Option Plan, as the
same may be amended from time to time, is herein referred to as the
"Plan"), pursuant to which the Corporation is authorized to issue
incentive stock options under Section 422 of the Internal Revenue
Code (as the same may be amended from time to time, the
"Code");
WHEREAS , Optionee is Founder, Chairman, President and
Chief Executive Officer of the Corporation, and acting Chief
Financial Officer and acting Chief Compliance Officer of the
Corporation; and
WHEREAS , the Corporation desires to grant to Optionee
an incentive stock option in accordance with the terms of the Plan
and this Agreement.
NOW, THEREFORE , in consideration of the premises and the
mutual promises and agreements set forth herein, it is agreed as
follows:
6.
Option Grant and Exercise Period .
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The Corporation
hereby grants to the Optionee an incentive stock option under
Section 422 of the Code (the "Option") to purchase, pursuant to the
terms and conditions of the Plan, and upon the terms and conditions
therein and hereinafter set forth, an aggregate of up to 600,000
shares of the Corporation's common stock (the "Option
Shares"). The Optionee may purchase such Option Shares
no earlier than the dates set forth in subsection 1(b) below
(except upon the happening of the events set forth in paragraph 5
hereof), and no later than ten (10) years from the date of this
Agreement.
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The Option
Shares may be purchased commencing on the date hereof, subject to
the terms of section 5 hereof.
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7.
Option Exercise Price . During the Exercise
Period, Optionee shall be entitled to purchase the Option Shares at
$.40 per share, which is a price (hereinafter called the "Option
Price") equal to at least one hundred (100%) percent of the fair
market value of the one share of the Corporation’s common
stock on the date of this Agreement as determined by the
Corporation’s Board of Directors and the
Committee.
8.
Method of Exercise of the Option . The Option
hereby granted may be exercised in whole or in part by giving
written notice of exercise to the Corporation at its principal
office, in substantially the form of the notice annexed hereto as
Annex I , specifying the number of shares to be
purchased. The effective date of exercise is the date on
which such notice is received by the Corporation, which must be
prior to the date of expiration of this Option. The
notice must be accompanied by payment in full for the Option Shares
purchased. Payment shall be made in cash, which may be
in the form of a check payable to the Corporation, or made in such
other fashion as is permitted by the Committee in accordance with
the Plan. Within thirty (30) days of receipt of such
payment, subject to a check having cleared collection, the
Corporation shall issue a certificate or certificates evidencing
authorized fully-paid and nonassessable shares of common stock of
the Corporation in the amount of which payment is so
made. Optionee shall have no rights as a stockholder
with respect to the Option Shares until payment of the Option Price
and delivery of the Option Shares as herein provided.
9.
Non-transferability of the Option . This
Option shall be personal to Optionee, shall be exercisable during
Optionee's lifetime only by him, and may not be assigned or
transferred, in whole or in part, except by Optionee's will or in
accordance with the applicable laws of descent and distribution, as
more particularly described in paragraph 5 below.
10.
Termination of Employment, Death or Disability
. If the Optionee's employment is terminated with cause,
then all of the Optionee’s rights existing hereunder shall
immediately be null and void, and any options granted shall be
forfeited, and the Optionee shall have no further right to purchase
any Option Shares. If the Optionee dies or ceases to be
an employee of the Corporation due to a non-cause termination or
resignation or retirement after t
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