EXHIBIT
4.2
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES
LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION
UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED.
SPEEDEMISSIONS,
INC.
2005 Omnibus Stock Grant and
Option Plan
INCENTIVE STOCK OPTION
AGREEMENT
Speedemissions, Inc. (the
“Company”), hereby grants an Option to purchase shares
of its common stock (“Shares”) to the Optionee named
below. The terms and conditions of the Option are set forth in this
cover sheet, in the attachment and in the Company’s 2005
Omnibus Stock Grant and Option Plan (the
“Plan”).
Date of
Grant:_____________________________
Name of
Optionee:_____________________________
Optionee’s Social Security
Number:_______________________________
Number of
Shares Covered by Option:_____________________________
Exercise Price
per Share: $_______________________
[must be at
least 100% fair market value on Date of Grant]
Vesting Start
Date:______________________
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Check here if
Optionee is a 10% owner (so that exercise price must be 110% of
fair market value).
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By
signing this cover sheet, you agree to all of the terms and
conditions described in the attached Agreement and in the Plan, a
copy of which is also attached.
Optionee:______________________________________
Company:______________________________________
Title:____________________________
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES
LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION
UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED.
SPEEDEMISSIONS,
INC.
2005 Omnibus Stock Grant and
Option Plan
INCENTIVE STOCK OPTION
AGREEMENT
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Incentive Stock Option
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This Option is
intended to be an incentive stock option under section 422 of the
Internal Revenue Code and will be interpreted
accordingly.
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Vesting
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No Shares will
vest until you have performed _________ (____) months of Service
from the commencement of your employment with the Company. Your
Option shall vest as to ________ of the Shares on the date _______
(____) months from the Vesting Start Date as shown on the cover
sheet. Thereafter, Shares shall vest at the rate of _______ of the
Shares at the end of each full month thereafter. After you have
completed _________ (____) months of Service, the number of Shares
which vest under this Option at the Exercise Price shall be equal
to the product of the number of full months of your continuous
employment with the Company (“Service”) (including any
approved leaves of absence) from the Vesting Start Date times the
number of Shares covered by this Option times ________. The
resulting number of Shares will be rounded to the nearest whole
number. No additional Shares will vest after your Service has
terminated for any reason.
You should note
that you may exercise the Option prior to vesting. In that case,
the Company has a right to repurchase the unvested shares at the
original exercise price if you terminate employment before vesting
in all shares you purchased. Also, if you exercise before vesting,
you should consider making an 83(b) election. Please see the
attached Tax Summary. The 83(b) election must be filed within 30
days of the date you exercise.
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Term
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Your Option
will expire in any event at the close of business at Company
headquarters on the day before the tenth anniversary of the Date of
Grant, as shown on the cover sheet. (It will expire earlier if your
Service terminates, as described below.)
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Regular
Termination
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If your Service
terminates for any reason except death, Disability or for
“Cause,” your Option will expire at the close of
business at Company headquarters on the 30th day after your
termination date. During that 30-day period, you may exercise that
portion of your Option that was vested on your termination
date.
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Death
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If you die
while in Service with the Company, your Option will expire at the
close of business at Company headquarters on the date six months
after the date of death. During that six-month period, your estate
or heirs may exercise that portion of your Option that was vested
on the date of death.
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Disability
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If your Service
terminates because of your Disability, your Option will expire at
the close of business at Company headquarters on the date
six months after your termination date. (However, if your
Disability is not expected to result in death or to last for a
continuous period of at least 12 months, your Option will be
eligible for ISO tax treatment only if it is exercised within three
months following the termination of your Service.) During that
six-month period, you may exercise that portion of your Option that
was vested on the date of your Disability.
“Disability” means that you are
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental
impairment.
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Leaves
of Absence
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For purposes of
this Option, your Service does not terminate when you go on a
bona fide leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued
service crediting, or when continued service crediting is required
by applicable law. However, your Service will be treated as
terminating 30 days after you went on leave, unless your right to
return to active work is guaranteed by law or by a contract. Your
Service terminates in any event when the approved leave ends unless
you immediately return to active work. The Company determines which
leaves count for this purpose, and when your Service terminates for
all purposes under the Plan. The Company also determines the extent
to which you may exercise the vested portion of your Option during
a leave of absence.
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Notice
of Exercise
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When you wish
to exercise this Option, you must execute Exhibit A (and, if
exercise is prior to vesting, you must also execute Exhibits B and
D). Your exercise will be effective when it is received by the
Company. If someone else wants to exercise this Option after your
death, that person must prove to the Company’s satisfaction
that he or she is entitled to do so.
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Form of
Payment
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When you submit
Exhibit A, you must include payment of the Exercise Price for the
Shares you are purchasing. Payment may be made in one (or a
combination) of the following forms at the discretion of the
committee:
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Your personal
check, a cashier’s check or a money order.
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Shares which
you have owned for six months and which are surrendered to the
Company. The value of the Shar
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