EXHIBIT 10.2
NON-QUALIFIED STOCK OPTION AGREEMENT OF
LAS VEGAS GAMING, INC.
A Nevada Corporation
This
AGREEMENT is made between Las Vegas Gaming, Inc., having its
principal place of business at 4000 W Ali Baba Lane, Ste D,
Las Vegas, Nevada 89118 (hereinafter referred to as
"Company"), and _____________ (hereinafter referred to as
"Optionee").
1. Option Granted
Company
hereby grants Optionee an option to purchase __________
Non-Qualified Shares of Las Vegas Gaming, Inc. Common Stock at
a purchase price of $_____ per share. Optionee
shall be entitled to exercise this option ____% immediately
and ____% thereafter for each year through _____
. Upon termination of employment, for any
reason, any unexercised portion of this option, other than
shares that Optionee would have been entitled to purchase at
the time of such termination, shall be cancelled and not
available for purchase by Optionee.
2. Time of Exercise of Option
Optionee
may exercise the option granted herein at any time, and from
time to time, until termination of the option as provided
herein, so long as at all times, beginning with the date of
the grant of this option and ending 3 months prior to the date
of exercise, or 12 months prior to the date of exercise if the
Optionee is disabled within the meaning of Internal Revenue
Code Section 22(e)(3), Optionee remains employed. For purposes
of this agreement, "employment" means that Optionee is
employed by Company, a parent or subsidiary corporation of
Company, or a corporation, or a parent or subsidiary
corporation of such a corporation issuing or assuming a stock
option in a transaction to which Internal Revenue Code Section
425(a) applies.
3. Method of Exercise
This
option shall be exercised by written notice delivered to
Company at its principal place of business, stating the number
of shares for which the option is being exercised. The notice
must be accompanied by a check or other method of payment
acceptable to Company for the amount of the purchase
price.
4. Capital Adjustments
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(a)
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The
existence of this option shall not affect in any way the right or
power of Company or its stockholders to: (1) make or authorize any
or all adjustments, recapitalizations, reorganizations, or other
changes in Company's capital structure or its
business; (2) enter into any merger or consolidation;
(3) issue any bonds, debentures, preferred or prior preference
stocks ahead of or affecting the common stock or the rights
thereof, (4) issue any securities convertible into any common
stock, (5) issue any rights, options, or warrants to purchase any
common stock, (6) dissolve or liquidate Company, (7) s
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