EXHIBIT
4.2
LEGACY WINE & SPIRITS
INTERNATIONAL LTD.
INCENTIVE STOCK OPTION AGREEMENT
Agreement dated ____________, between
Legacy Wine & Spirits International Ltd., a Nevada Corporation
(the "Company"), with its principal office at 719 30 th
Avenue, Pointe-Calumet, Quebec, J0N 1G1 and
______________________, residing at
____________________________________________________________
("Optionee").
1. Grant of Option . The Company hereby grants to Optionee
effective as of ________________, ("Grant Date"), the right and
option ("Option") to purchase from the Company, for a price equal
to the exercise price determined as described below ("Exercise
Price"), up to _______ shares of the Company's common stock
("Shares"), as a qualified incentive stock option ("Option"), which
Option shall be subject to the applicable terms and conditions set
forth below and is being granted pursuant to the 2009 Legacy Wine
& Spirits International Ltd. Incentive Stock Option Plan
("Plan").
2. Terms and Conditions of Option . The Option evidenced by
this Agreement is subject to the following terms and conditions, as
well as the terms and conditions of Section 3 hereof.
a. Exercise Price . The Exercise Price is $________ per
Share, which is the fair market value per Share on the Grant
Date.
b. Term of Option . The term of the Option over which the
Option may be exercised shall commence on the Grant Date and,
subject to the provisions of Section 3(b) below, shall terminate
five years thereafter.
c. Exercisability of Option . As to the total number of
Shares with respect to which the Option is granted, the Option
shall be exercisable [on and after the first anniversary of the
Grant Date] [as follows: (i) _____% of the Option in the aggregate
may be exercised on or after __________; (ii) _____% of the Option
in the aggregate may be exercised on or after __________; (iii) . .
.]
However, the right of Optionee to exercise the Option shall be
deferred to the extent that the Option otherwise would not be
treated as a qualified incentive stock option by reason of the
$100,000 annual limitation under Section 422(d) of the Internal
Revenue Code of 1986, as amended (the "Code").
3. Additional Terms and Conditions
.
a.
Exercise of Option; Payments for Shares . An Option may be
exercised from time to time with respect to all or any portion of
the number of Shares with respect to which the Option has become
exercisable, in whole or in part, by written notice to the Company
at the Company's then principal office, to the attention of the
Administrative Committee for the 2009 Legacy Wine & Spirits
International Ltd. Incentive Stock Option Plan (the "Committee"),
substantially in the form of Exhibit A attached hereto.
Notwithstanding anything in this Agreement to the contrary, no
Option may be exercised prior to the date on which the Plan is
approved by the Company's shareholders. Any notice of exercise of
the Option shall be accompanied by payment of the full Exercise
Price for the Shares being purchased by certified or bank check
payable to the order of Legacy Wine & Spirits International
Ltd. or, as may be allowed by the Committee, by delivery to the
Company of a number of Shares already owned by Optionee having a
fair market value equal to such Exercise Price. In addition, with
the consent of the Committee, the Company may cooperate with
Optionee in arranging a "cashless exercise" of the Option through a
broker approved by the Committee. The Option shall not be exercised
for any fractional Shares and no fractional Shares shall be issued
or delivered. The date of actual receipt by the Company of the
notice of exercise shall be treated as the date of exercise of the
Option for the Shares being purchased. To enforce any restrictions
on a Participant’s Shares, the Board may require the
Participant to deposit all certificates representing Shares,
together with stock powers or other instruments of transfer
approved by the Board appropriately endorsed in blank, with the
Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Board
may cause a legend or legends referencing such restrictions to be
placed on the certificates. Any Participant who is permitted to
execute a promissory note as partial or full consideration for the
purchase of Shares under this Plan will be required to pledge and
deposit with the Company all or part of the Shares so purchased as
collateral to secure the payment of Participant’s obligation
to the Company under the promissory note; provided, however, that
the Board may require or accept other or additional forms of
collateral to secure the payment of such obligation and, in any
event, the Company will have full recourse against the Participant
under the promissory note notwithstanding any pledge of the
Participant’s Shares or other collateral. In connection with
any pledge of the Shares, Participant will be required to execute
and deliver a written pledge agreement in such form as the Board
will from time to time approve. The Shares purchased with the
promissory note may be released from the pledge on a pro rata basis
as the promissory note is paid.
b. Termination of Option . If
Optionee's employment with the Company or any Subsidiary
terminates, the Option shall continue to be exercisable, to the
extent it is exercisable on the date such employment terminated,
for three (3) months after such termination, but in no event after
the date the Option otherwise terminates. However, if Optionee's
employment terminates because of Optionee's death or disability,
the Option shall continue to be exercisable, to the extent it is
exercisable on the date such employment terminated, for twelve (12)
months after such termination, but in no event after the date the
Option otherwise terminates.
c.
Continued Employment . The Option granted hereunder shall
confer no right on Optionee to continue in the employ of the
Company or any Subsidiary, or limit in any respect the right of the
Company or any Subsidiary (in the absence of a specific agreement
to the contrary) to terminate Optionee's employment at any
time.
d. Optionee Acknowledgement .
Optionee acknowledges that none of the Shares issuable pursuant to
this Agreement are being issued for services in connectio
