ex10-9.htm


    Exhibit
10.9

     

    MICHAEL
LAMBERT, INC.

    STOCK
OPTION AGREEMENT

    


    This
Stock Option Agreement (this “Agreement”) is effective as of ____________(the
“Option Grant Date”) by and between Michael Lambert, Inc., a Nevada corporation
(the “Company”) and _________________ an individual residing at
________________, San Antonio, TX _______ (the “Optionee”).  The
Optionee and the Company hereby agree as follows:

    


    1.           Grant.  The
Company hereby grants to the Optionee an option (the “Option”) to purchase up to
an aggregate of ______ shares of the Company’s common stock (the “Optioned
Shares”) at an exercise price of $0.375 per Optioned Share (the “Exercise
Price”).

    


    2.           Term.  The
Option granted hereby shall terminate no later than at the close of business on
_______ 2010 (the “Termination Date”).

    


                3.           Exercisability.  This
Option may be exercised in whole or in part, at any time from and after the
Option Grant Date until the Termination Date.

    


         
4.            Procedure for
Exercise.

    


    (a)           Notice.  The
Optionee may exercise the Option at any time with respect to all or any part of
the number of Optioned Shares by giving the Secretary of the Company written
notice of intent to exercise.  The notice of exercise shall specify
the number of Optioned Shares as to which the Option is to be exercised and the
date of exercise thereof, which date shall be at least five days after the
giving of such notice unless an earlier time shall have been mutually agreed
upon.

    


    (b)           Payment of Exercise
Price.  Full payment (in U.S. Dollars) by the Optionee of the
Exercise Price for the Optioned Shares purchased shall be made on or before the
exercise date specified in the notice of exercise in cash, or, with the prior
written consent of the Board, in whole or in part through the surrender of
previously acquired shares of common stock (valued at their fair market value on
the exercise date).  If the Optionee fails to pay for any of the
Optioned Shares specified in such notice or fails to accept delivery thereof,
the Optionee's right to purchase such Optioned Shares may be terminated by the
Company.  The date specified in the Optionee's notice as the date of
exercise shall be deemed the date of exercise of the Option, provided that
payment in full for the Optioned Shares to be purchased upon such exercise shall
have been received by such date.

    


    In
addition to the method of payment set forth above, provided that the Company’s
common stock is either registered on a national securities exchange or quoted by
the NASDAQ at the time of exercise, Optionee shall have the right to exercise
this Option in full or in part by delivering written notice to the Company, and
Optionee shall receive the number of Optioned Shares equal to the product of (x)
the number of Optioned Shares as to which this Option is being exercised,
multiplied by (y) a fraction, the numerator of which is the Market Price
(defined below) of the Company’s common stock minus the Exercise Price of the
Optioned Shares and the denominator of which is the Market Price of the
Company’s common stock.  (This method of exercise allows the Optionee
to use a portion of the shares issuable at the time of exercise as payment for
the shares to which the Option relates and is often referred to as a "cashless
exercise." For example, if the Optionee elects to exercise 1,000 shares at an
exercise price of $0.375 and the current Market Price of the shares on the date
of exercise is $1.00, the Optionee can use 375 of the 1,000 shares at $1.00 per
share to pay for the exercise of the entire Option (375 x $1.00 = $375.00) and
receive only the remaining 625 shares.)

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
 

    As used
in this Agreement, the phrase “Market Price” at any date shall be deemed to be
the last reported sale price, or, in case no such reported sale takes place on
such day, the average of the last reported sale prices for the last three (3)
trading days, in either case as officially reported by the principal securities
exchange on which the Company’s common stock is listed or admitted to trading,
or, if the common stock is not listed or admitted to trading on any exchange,
the average closing sale price as furnished by the NASD through The NASDAQ Stock
Market, Inc. (“NASDAQ”).

    


    
      	 	
              (c)

            	
              Other Limitations on
      Exercise.  The obligation of the Company to deliver
      shares of common stock upon the exercise hereof shall be subject to the
      condition that if at any time the Company’s Board of Directors shall
      determine in its sole discretion that the listing, registration or
      qualification of the Option or the Optioned Shares upon any securities
      exchange or under any state or federal law, or the consent or approval of
      any governmental regulatory body, is necessary or desirable as a condition
      of, or in connection with, the grant of this Option or the issuance or
      purchase of stock hereunder, then this Option may not be exercised in
      whole or in part unless such listing, registration, qualification, consent
      or approval shall have been effected or obtained free of any conditions
      not acceptable to the Board of
Directors.

            


    

    


    5.           Adjustment of and Changes in
Stock of Company.   If the Company at any time after the
Option Grant Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision will be proportionately reduced and the
number of shares of Common Stock obtainable upon exercise of this Option will be
proportionately increased.  If the Company at any time after the
Option Grant Date combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Optioned Shares
issuable upon exercise of this Option will be proportionately
decreased.  Any adjustment under this Section 5 shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

    


    6.           Non-Transferability of
Option.  During the Optionee's lifetime, this Option shall be
exercisable only by the Optionee or any guardian or legal representative of the
Optionee, and the Option shall not be transferable except, in case of the death
of the Optionee, by will or the laws of descent and distribution, nor shall the
Option be subject to attachment, execution or other similar process. In the
event of (a) any attempt by the Optionee to alienate, assign, pledge,
hypothecate or otherwise dispose of this Option, except as provided for herein,
or (b) the levy of any attachment, execution or similar process upon the
rights or interest hereby conferred, the Company may terminate the Option by
notice to the Optionee and it shall thereupon become null and void.

    


    7.           Restrictions on Underlying
Stock.  The shares of common stock issuable upon exercise of
this Option may not be sold, pledged, hypothecated, transferred or assigned in
the absence of an effective registration statement for the securities under the
applicable federal and state securities laws or an opinion of counsel
satisfactory to the Company to the effect that such registration is not required
thereunder.

    


    8.           “Piggy-Back” Registration
Rights.  If at any time commencing on the first anniversary of
the date hereof and expiring five (5) years hereafter, the Company proposes to
register any of its securities under the Securities Act of 1933 (other than in
connection with an initial public offering or in connection with a Form S-8),
then the Company shall afford the Optionee the opportunity to include for sale
in such registration statement, shares of common stock acquired by the Optionee
upon the exercise of this Option, provided however, that if the Company’s
underwriter shall advise the Company in writing that in its opinion the number
of shares to be included in such registration is too large, then the Company
will include only such number of Optioned Shares as such underwriter shall so
advise.

    


    9.           Nonqualified
Option.  The Option granted hereby shall be treated as a
nonqualified stock option and not as an incentive stock option under the
Internal Revenue Code.

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    


    10.           No Rights as
Stockholder.  Neither the Optionee nor any personal
representatives shall be, or shall have any of the rights and privileges of, a
stockholder of the Company with respect to any shares of common stock
purchasable or issuable upon the exercise of this Option, in whole or in part,
prior to the date of exercise of this Option in accordance with the provisions
hereof.

    


    11.           Successors and
Assigns.    This Option shall not be assignable by
the Optionee without the prior consent of the Company, which shall not be
unreasonably withheld. This Option shall be binding upon the successors and
assigns of the Company, and shall be expressly assumed by any successor to the
Company pursuant to a merger in which the Company is not the surviving
entity.

    


    12.           Miscellaneous.  This
Option and any term hereof may be changed, waived, discharged or terminated only
by an instrument in writing signed by the party against which enforcement of
such change, waiver, discharge or termination is sought.  This
certificate is deemed to have been delivered in the State of New York and shall
be construed and enforced in accordance with and governed by the laws of such
State.  The headings in this Stock Option Agreement are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.

    


    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized representative and the Optionee has hereunto set his hand as of the
Option Grant Date.

    


     


      
        	 
      	
                MICHAEL
      LAMBERT, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By
      :________________________________

              
	 
      	
                      
      Robert Kremer, President & CEO

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                ___________________________________

              
	 
      	
                       Optionee