<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>11
<FILENAME>doc10.txt
<TEXT>
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.
STAR E MEDIA CORP.
2002 OMNIBUS SECURITIES PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Star E Media Corp. (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 2002 Omnibus Securities Plan (the "Plan").
Date of Grant:
Name of Optionee:
Optionee's Social Security Number:
Number of Shares Covered by Option:
Exercise Price per Share: $
Vesting Start Date:
[must be at least 85% fair market value on Date of Grant]
___ Check here if Optionee is a 10% owner (so that exercise price must be
110% of fair market value and term will not exceed 5 years).
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:---------------------------
(Signature)
Company:----------------------------
(Signature)
Title:----------------------
<PAGE>
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.
STAR E MEDIA CORP.
2002 OMNIBUS SECURITIES PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
NONSTATUTORY STOCK OPTION This Option is not intended to be an incentive
stock option under section 422 of the Internal
Revenue Code and will be interpreted accordingly.
VESTING 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. There-
after, 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.
TERM Your Option will expire in any event at the
close of business at Company headquarters on the
day before the tenth anniversary (fifth anniver-
sary for a 10% owner) of the Date of Grant,
as shown on the cover sheet. (It will expire
earlier if your Service terminates, as described
below.)
REGULAR TERMINATION 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 n he 30th day after your termi-
nation date. During such 30-day period, you may
<PAGE>
exercise that portion of your Option that was
vested on your termination date.
DEATH 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.
DISABILITY 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.
LEAVES OF ABSENCE 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 termi-
nating 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.
NOTICE OF EXERCISE 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.
FORM OF PAYMENT 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:
- Your personal check, a cashier's check or a
money order.
- Shares which you have owned for six months and
which are surrendered to the Company. The
value of the Shares, determined as of the
effective date of the Option exercise, will
be applied to the Exercise Price.
<PAGE>
- To the extent that a public market for the
Shares exists as determined by the Company,
by delivery (on a form prescribed by the
Committee) of an irrevocable direction to a
securities broker to sell Shares and to deliver
all or part of the sale proceeds to the Company
in payment of the aggregate Exercise Price.
- Any other form of legal consideration approved
by the Committee.
WITHHOLDING TAXES You will not be allowed to exercise this Option
unless you make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the Option exercise or the sale of
Shares acquired upon exercise of this Option.
RESTRICTIONS ON RESALE By signing this Agreement, you agree not to
exercise this Option or sell any Shares acquired
upon exercise of this Option at a time when
applicable laws, regulations or Company or under-
writer trading policies prohibit exercise or sale.
In particular, the Company shall have the right to
designate one or more periods of time, each of
which shall not exceed 180 days in length, during
which this Option shall not be exercisable if the
Company determines (in its sole discretion) that
such limitation on exercise could in any way
facilitate a lessening of any restriction on
transfer pursuant to the Securities Act or any
state securities laws with respect to any issuance
of securities by the Company, facilitate the
registration or qualification of any securities by
the Company under the Securities Act or any state
securities laws, or facilitate the perfection of
any exemption from the registration or quali-
fication requirements of the Securities Act or
any applicable state securities laws for the
issuance or transfer of any securities. Such
limitation on exercise shall not alter the vesting
schedule set forth in this Agreement other than to
limit the periods during which this Option shall
be exercisable
Furthermore, in respect of any underwritten public
offering by the Company, you agree that you will
not sell or otherwise transfer or dispose of any
Shares covered by this Option during a reasonable
and customary period of time as agreed to by the
Company and the underwriters, not to exceed the
greater of (a) 180 days following the effective
date of the registration statement of the Company
filed under the Securities Act in respect of such
offering and (b) such other period of time as
agreed to by holders of a majority of the then
outstanding Shares. By signing this Agreement you
agree to execute and deliver such other agreements
as may be reasonably requested by the Company or
the underwriter which are consistent with the
foregoing or which are necessary to give further
effect thereto. The Company may impose stop-
transfer instructions with respect to the Shares
subject to the foregoing restriction until the end
of such period.
If he sale of Shares under the Plan is not
registered under the Securities Act of 1933, as
<PAGE>
amended (the "Securities Act"), but an exemption
is available which requires an investment or other
representation, you shall represent and agree
at the time of exercise that the Shares being
acquired upon exercise of this Option are being
acquired for investment, and not with a view to
the sale or distribution thereof, and shall make
such other representations as are deemed necessary
or appropriate by the Company and its counsel.
THE COMPANY'S RIGHT OF In the event that you propose to sell, pledge or
FIRST REFUSAL otherwise transfer to a third party any Shares
acquired under this Agreement, or any interest in
such Shares, the Company shall have the "Right of
First Refusal" with respect to all (and not less
than all) of such Shares. If you desire to
transfer Shares acquired under this Agreement, you
must give a written "Transfer Notice" to the
Company describing fully the proposed transfer,
including the number of Shares proposed to be
transferred, the proposed transfer price and the
name and address of the proposed transferee. The
Transfer Notice shall be signed both by you and by
the proposed transferee and must constitute a
binding commitment of both parties to the transfer
of the Shares.
The Company and its assignees shall have the right
to purchase all, and not less than all, of the
Shares on the terms described in the Transfer
Notice (subject, however, to any change in such
terms permitted in the next paragraph) by delivery
of a Notice of Exercise of the Right of First
Refusal within 30 days after the date when the
Transfer Notice was received by the Company. The
Company's rights under this Subsection shall be
freely assignable, in whole or in part.
If the Company fails to exercise its Right of
First Refusal within 30 days after the date when
it received the Transfer Notice, you may, not
later than 60 days following receipt of the
Transfer Notice by the Company conclude a transfer
of the Shares subject to the Transfer Notice on
the terms and conditions described in the Transfer
Notice. Any proposed transfer on terms and
conditions different from those described in the
Transfer Notice, as well as any subsequent
proposed transfer by you, shall again be subject
to the Right of First Refusal and shall require
compliance with the procedure described in the
paragraph above. If the Company exercises its
Right of First Refusal, you and the Company (or
its assignees) shall consummate the sale of the
Shares on the terms set forth in the Transfer
Notice.
The Company's Right of First Refusal shall termi-
nate upon the Company's initial public offering.
The Company's Right of First Refusal shall inure
to the benefit of its successors and assigns and
shall be binding upon any transferee of the
Shares.
<PAGE>
RIGHT OF REPURCHASE Following termination of your Service for any
reason, the Company shall have the right to
purchase all of those vested Shares that you have
or will acquire under this Option (unvested Shares
which have been exercised are subject to a
Repurchase Option set forth in Exhibit A). If the
Company fails to provide you with written notice
of its intention to purchase such Shares before or
within 30 days of the date the Company receives
written notice from you of your termination of
Service, the Company's right to purchase such
Shares shall terminate. If the Company exercises
its right to purchase such Shares, the Company
will consummate the purchase of such Shares within
60 days of the date of its written notice to you.
The purchase price for any Shares repurchased
shall be the higher of the fair market value of
the Shares on the date of purchase or the
aggregate Exercise Price for such Shares and shall
be paid in cash. The Company's right of repurchase
shall terminate in the event that Stock is listed
on an established stock exchange or is quoted
regularly on the Nasdaq National Market. The fair
market value shall be determined by the Board of
Directors in its sole discretion.
TRANSFER OF OPTION Prior to your death, only you may exercise this
Option. You cannot transfer or assign this Option.
For instance, you may not sell this Option or use
it as security for a loan. If you attempt to do
any of these things, this Option will immediately
become invalid. You may, however, dispose of this
Option in your will.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
Notice of Exercise from your spouse or former
spouse, nor is the Company obligated to recognize
such individual's interest in your Option in any
other way.
RETENTION RIGHTS This Agreement does not give you the right to be
retained by the Company in any capacity. The
Company reserves the right to terminate your
Service at any time and for any reason.
SHAREHOLDER RIGHTS Neither you, nor your estate or heirs, have any
rights as a shareholder of the Company until a
certificate for the Shares acquired upon exercise
of this Option has been issued. No adjustments are
made for dividends or other rights if the
applicable record date occurs before your stock
certificate is issued, except as described in the
Plan.
ADJUSTMENTS In the event of a stock split, a stock dividend
or a similar change in the Company's Stock, the
number of Shares covered by this Option and the
Exercise Price per share may be adjusted pursuant
to the Plan. Your Option shall be subject to the
terms of the agreement of merger, liquidation or
reorganization in the event the Company is subject
to such corporate activity.
LEGENDS All certificates representing the Shares issued
upon exercise of this Option shall, where
applicable, have endorsed thereon the following
legends:
<PAGE>
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN
INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER
RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS
TO THE COMPANY (OR ITS ASSIGNS) UPON THE SALE OF
THE SHARES OR UPON TERMINATION OF SERVICE WITH THE
COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF
THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY
THIS CERTIFICATE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED 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, SATIS-
FACTORY TO THE COMPANY AND ITS COUNSEL, THAT
REGISTRATION AND QUALIFICATION UNDER FEDERAL AND
STATE SECURITIES LAWS IS NOT REQUIRED."
APPLICABLE LAW This Agreement will be interpreted and enforced
under the laws of the State of Nevada (without
regard to their choice of law provisions).
THE PLAN AND OTHER The text of the Plan is incorporated in this
AGREEMENTS Agreement by reference. Certain capitalized terms
used in this Agreement are defined in the Plan.
This Agreement, including its attachments, and the
Plan constitute the entire understanding between
you and the Company regarding this Option. Any
prior agreements, commitments or negotiations
concerning this Option are superseded.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ SECTION 11, "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT YOU CAN AND HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT OF THIS OPTION
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