01222001 S8 Grant





EXHIBIT 4.2

STOCK GRANT AGREEMENT

Pursuant to

American Champion Entertainment, Inc.

2000 Stock Incentive Plan

 

This Stock Grant Agreement (the "Agreement"), dated ________________,
2000, is made by and between American Champion Entertainment, Inc., a Delaware
corporation (the "Company"), and ___________________________________ (the "Grantee").

The Grantee is a _______________________________________________ of the Company.

For Grantee's service to the Company including___________________________________________________________________,
the Compensation Committee (the "Committee") of the Board of Directors has
determined that it is in the best interests of the Company to issue to the
Grantee restricted common stock of the Company as compensation for said services
that the Grantee has rendered and will continue to render to the Company, on the
terms and conditions set forth herein.

In consideration of the premises and the mutual agreements set forth below,
the parties hereto agree as follows:

1.Grant of Stock. Pursuant to the terms and conditions set forth herein,
the Company hereby grants and issues to the Grantee (the "Grant") as of the date
hereof (the "Grant Date"), up to an aggregate of _________________________ shares (the
"Shares") of common stock, par value $.0001 per share, of the Company (the
"Common Stock") as hereinafter provided.

2.Non-transferability. Until the Shares hereunder shall vest in
accordance with Section 3 hereof, the Shares and any other rights granted
hereunder shall not be transferable or assignable by the Grantee (whether by
operation of law or otherwise) except by will or the laws of descent and
distribution or, if then permitted under Rule 16b-3, pursuant to a qualified
domestic relations order as defined under the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.


3.Vesting of Shares. Subject to the other terms set forth herein, the
Shares will vest with the Grantee in full on _________________________________, 2000.

4.Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any distribution of Shares amounts of withholding and other taxes
due in connection with any transaction involving the Grant, and to take such
other action as the Committee may deem advisable to enable the Company or such
Subsidiary or Affiliate and the Grantee to satisfy obligations for the payment
of withholding taxes and other tax obligations relating to the Grant, if any.
This authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of the
Grantee's tax obligations.

5.Termination of Employment. Upon termination of Grantee's employment for
any reason, including the breach by the Grantee of the employment agreement
among the Grantee and the Company or its subsidiaries, if any, any Shares not
already vested in accordance with Section 3 hereof, shall be subject to
immediate forfeiture in all respects and Grantee shall have no right or claim to
any such unvested Shares.

6.Adjustments. In the event that the Committee shall determine, in its
sole discretion, that any dividend or other distribution (whether in the form of
cash, shares of Common Stock or other property), recapitalization, stock split,
reverse split, any reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, license arrangement, strategic alliance or other
similar corporate transaction or event affects the Shares such that an
adjustment is appropriate to prevent dilution or enlargement of the rights of
the Grantee, then the Committee shall make such equitable changes or adjustments
as it deems necessary or appropriate to any or all of the number and kind of
Shares which may thereafter be issued in connection herewith.


7.No Rights as Stockholder. The Grantee shall have no rights as a
stockholder with respect to any Shares subject to the Grant prior to the date on
which such Shares shall vest in accordance with Section 3 hereof.



8.Representations of the Company.

a. Organization and Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.

b. Corporate Power. The Company has all necessary corporate power and
authority to execute, deliver and perform this Agreement and the transactions
contemplated hereby, and has all requisite corporate power and authority to
issue the Shares hereunder and to carry out the transactions contemplated
hereby.

c. Shares. Upon issuance, the Shares will be duly authorized, validly
issued, fully paid and nonassessable, and issued in accordance with applicable
laws.



9. Representations of the Grantee.

a. Authority. The Grantee has duly executed and delivered this Agreement to
the Company, and its obligations hereunder are the legal, valid and binding
obligations of the Grantee and are enforceable in accordance with their
terms.

b. Restriction on Transfer; Risk of Forfeiture. The Grantee hereby
acknowledges and agrees that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), or qualified with the securities
regulatory agency of any state and may not be resold or otherwise disposed of
unless registered under the Act or qualified with the securities regulatory
agency of any state which has jurisdiction over any such transfer or unless an
exemption from such registration or qualification is available. The Grantee will
transfer the Shares only in accordance with the applicable requirements of all
federal and state securities laws. The Grantee acknowledges that the
certificate(s) evidencing the Shares will bear a legend regarding restriction on
transfer. The Grantee further acknowledges that the Shares are subject to a
substantial risk of forfeiture as set forth in Section 5 hereof.

c. Investment. The Grantee is receiving the Shares for its own account, for
investment purposes only, and not for the account of any other person, and not
with a view to, or for offer or sale in connection with, any distribution,
assignment or resale to others or to fractionalization in whole or in
part.



10.No Rights to Continued Employment. Nothing in the Grant or this
Agreement shall confer upon the Grantee the right to continue in service or be
entitled to any remuneration or benefits not set forth in this Agreement or to
interfere with or limit in any way the right of the Company or any Subsidiary or
Affiliate to terminate the Grantee's service as an officer of the Company or any
Subsidiary or Affiliate.

11.Compliance with Legal and Exchange Requirements. The granting,
issuance
and delivery of the Shares pursuant to the terms of this Agreement and the
other obligations of the Company hereunder shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Shares hereunder until
completion of such stock exchange listing or registration or qualification of
such Shares or other required action under any state, federal or foreign law,
rule or regulation as the Company may consider appropriate, and may require the
Grantee to make such

representations and furnish such information as it may consider appropriate
in connection with the issuance or delivery of Shares in compliance with
applicable laws, rules and regulations.

12.Change in Control Provisions. In the event of a Change in Control, as
defined in the 2000 Stock Incentive Plan (the "Plan"), the Shares shall become
fully vested, whether or not theretofore vested as forth herein, as more fully
described within the Plan.

13.Notices. All notices or any other communications hereunder shall be in
writing and delivered personally or by registered or certified mail or overnight
courier, addressed, if to the Company, to American Champion Entertainment, Inc.,
1694 The Alameda, Suite 100, San Jose, California 95126, Attention: Secretary;
and if to the Grantee, at the address set forth on the signature page hereof,
subject to the right of either party to designate at any time hereafter in
writing some other address.

14.Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without giving effect to the
conflict of laws principles thereof.

15.No Assignment. Neither this Agreement nor any of the rights or
obligations of the Grantee hereunder may be transferred or assigned by the
Grantee except as set forth in paragraph 2 hereof.

16.Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties hereto. This Agreement is for the sole benefit of the
parties hereto and not for the benefit of any other party.

17.Severability. If any provision of this Agreement shall be determined
to be illegal and unenforceable by any court of law, the remaining provisions
shall be severable and enforceable in accordance with their terms.

18.Amendments. No modification, amendment or waiver or any provision of
this Agreement shall be effective unless it is in writing and signed by the
parties hereto.

19.Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
the Chief Executive Officer, and Grantee has executed this Agreement, both as of
the day and year first above written.

 

AMERICAN CHAMPION ENTERTAINMENT, INC.

 

By:__________________________________________________

Anthony K. Chan, President & CEO

 

GRANTEE

 

By:__________________________________________________

Name in print: _________________________________________

Address: _________________________________________________

__________________________________________________________