- IFLY is paying with options (which generates money for IFLY)
- obviously, the consultants believe in the Company
- the options are exericisable from $3.00 to $10.00; and I think it's 125,000 for the consultant
"... WHEREAS, Consultant and the Company have entered into a letter agreement,
dated as of July 16, 1998 (the "Engagement Agreement"), pursuant to which the
Company has engaged Consultant to create the Company's interactive web-site;
WHEREAS, as a result of cost overruns and time delays the parties have
renegotiated the compensation to be paid to Consultant and, as part of such
remuneration the Company has agreed to issue to Consultant options to purchase
up to One Hundred Twenty-Five Thousand (125,000) shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), as more fully described
herein;
NOW, THEREFORE, in consideration of the premises and the covenants and
conditions contained herein, the parties hereto agree as follows:
3. Grant of Options. The Company hereby grants to Consultant the right and
option, but not the obligation, to purchase an aggregate of up to One Hundred
Twenty-Five Thousand (125,000) shares of Common Stock, subject to adjustment as
provided herein, on the terms and conditions set forth herein (the "Options").
The Options are intended to be non-statutory options and not incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
4. Exercise Periods; Exercise Prices. The Option shall become exercisable
cumulatively as follows:
a. The "Initial Options": as to 50,000 shares (the "Initial Option
Shares"), upon the execution of this Agreement for a period of three (3) years
from the date first set forth above (the "Initial Options Exercise Period"), at
an exercise price of $3.00 per share (the "Initial Options Exercise Price");
b. The "Additional Options": as to 50,000 shares (the "Additional
Option Shares"), upon the execution of this Agreement for a period of three (3)
years from the date first set forth above (the "Additional Options Exercise
Period"), at an exercise price of $4.00 per share (the "Additional Options
Exercise Price");
c. The "Contingent Options": as to 25,000 shares (the "Contingent
Option Shares"), upon the execution of this Agreement for a period of three (3)
years from the date first set forth above (the "Contingent Options Exercise
Period" and collectively, with the Initial Options Exercise Period and the
Additional Options Exercise Period, the "Exercise Periods"), at an exercise
price of $10.00 per share (the "Contingent Options Exercise Price" and
collectively, with the Initial Options Exercise Price and the Additional Options
Exercise Price, the "Exercise Prices"); provided, however, that the right to
exercise the Contingent Options shall vest only if the closing bid price of the
Common Stock (the "Closing Price") is at least $10.00 per share for any ten (10)
consecutive trading days during the period beginning the date |
