Unassociated Document


    [FORM
      OF]

    


    WORLD
      AM, INC.

    Stock
      Option Agreement

    Under
      2008 Non-Qualified Company Stock Grant and Option Plan

    


     

    THIS
      STOCK OPTION AGREEMENT is entered into the ____ day of _____________, 20___,
      between World Am, Inc., a Nevada corporation (the “Corporation” or “Grantor”)
      and _____________________________ (the “Grantee”), with respect to the following
      facts:

     

    Pursuant
      and subject to the Corporation’s 2008 Non-Qualified Company Stock Grant and
      Option Plan, a copy of which is attached hereto as Exhibit
      A
      and
      incorporated herein by this reference (the “Plan”), the Corporation’s Board of
      Directors, or authorized committee thereof, has determined that it is to the
      advantage and interest of the Corporation and its stockholders to grant the
      option provided for herein to Grantee. The parties agree as
      follows:

     

    1. GRANT
      OF OPTION:
      For
      value received, the Corporation hereby grants to Grantee the right and option
      to
      purchase, on the terms and conditions hereinafter set forth, an aggregate of
      ____________ shares of the Corporation’s Common Stock. The exercise price shall
      be $___________ per share.

     

    2. TIME
      AND MANNER OF EXERCISE:
      From
      and after __________________, and during each of the ________ (__) succeeding
      one-year periods commencing on the anniversary thereof, Grantee shall have
      the
      right to purchase from Grantor ______ percent (__%) of the aggregate number
      of
      shares of Common Stock of Grantor subject to this Option, on a cumulative basis
      (total ____________ shares). The purchase shall be made upon delivery to Grantor
      of a notice of exercise accompanied by a certified or cashier’s check in payment
      of the aggregate option price. Promptly upon receipt of such material, Grantor
      will deliver to Grantee stock certificate(s) representing the number of shares
      purchased in accordance with the foregoing and during Grantee’s lifetime, duly
      registered in the name(s) of Grantee and, at Grantee’s election, his or her
      spouse. The failure to exercise an option with respect to any shares of
      Grantor’s Common Stock for which the right has accrued during any one-year
      period shall not result in the termination of the option with respect to such
      shares of Stock; rather the same shall cumulate and be eligible for exercise
      during the remainder of the option term.

     

    3. ANTIDILUTION
      PROVISIONS:
      The
      number of shares that Grantee is entitled to purchase upon the exercise of
      this
      Option and the purchase price of those shares are subject only to the
      adjustments set forth in Section 5.6 of the Plan.

     

    4. INVESTMENT
      UNDERTAKING; NONASSIGNABILITY:
      This
      Option may be exercised only by Grantee during his or her lifetime. Grantee
      will
      hold this Option and the rights arising hereunder for investment and not with
      a
      view to distribution, and upon exercise will deliver a letter confirming
      Grantee’s nondistributive intent with respect to the shares of Common Stock
      received. Grantee will not transfer or assign this Option, except by will or
      the
      laws of intestate succession.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    5. EXPIRATION:
      This
      Option shall terminate and expire at midnight on the date that is __________
      (__) years after the date of this Agreement, or three (3) months after the
      date
      that Grantee ceases to be eligible to participate in the Plan in accordance
      with
      Section 3 of the Plan, whichever is earlier. However, if Grantee dies while
      still eligible to participate in the Plan, his or her executor(s) or
      administrator(s), or any person or persons who acquired the Option from the
      Grantee by bequest or inheritance, shall, during the 12-month period commencing
      on the date of the Grantee’s death, have the right to exercise this Option with
      respect to the shares that remain subject to this Option on that date, subject
      to the conditions that this Option (i) shall in no event be exercisable after
      its expiration in accordance with this Section 5 and (ii) it shall be
      exercisable by such representative(s) or successor(s) only to the extent that
      the Grantee’s right to exercise this Option had accrued pursuant to Paragraph 2
      hereof at the time of the Grantee’s death and had not previously been exercised.
      Any options not exercisable or not exercised prior to the end of such 12-month
      period shall be automatically null and void.

     

    6. REPRESENTATIONS
      OF GRANTOR:
      So long
      as this Option remains outstanding and unexpired, Grantor will reserve for
      issuance upon the exercise of this Option the number of shares of Grantor’s
      Common Stock that are subject to this Option. The shares of Common Stock of
      Grantor subject to this Option shall, when issued, be validly issued, fully
      paid
      and nonassessable. Grantor will pay, when due and payable, any and all federal
      and state taxes or fees that may be payable by Grantor with respect to the
      grant
      of this Option or the issuance of any shares of Common Stock or certificates
      therefore subject to this Option. However, this does not include any federal,
      state or other personal income tax payable by the Grantee by virtue of
      (i) the grant of this Option; (ii) the issuance of any share of Common
      Stock upon exercise thereof; or (iii) any subsequent disposition of such shares
      which shall remain the obligation of the Grantee.

     

    7. WITHHOLDING
      TAXES:
      If the
      Corporation determines that it is required to withhold federal, state or local
      tax as a result of the exercise of this Option, the Grantee, as a condition
      to
      the exercise of this Option, shall make arrangements satisfactory to the
      Corporation to enable it to satisfy such withholding requirements.

     

    8. NOTICE:
      Any
      notice, request, or instructions given in connection with this Option shall
      be
      in writing and shall be delivered in person during normal business hours, by
      facsimile, or by overnight mail against a receipt for delivery, to the following
      addresses:

     

    If
      to
      Grantor:
      

    


    World
      Am,
      Inc.

    4340
      Von
      Karman Avenue, Suite 200

    Newport
      Beach, CA 92660

    Attn:
      President

    Facsimile
      No. (949) 955-2739

    


    If
      to
      Grantee:

     

    
      	 	 
	 	 
	 	 
	Facsimile
              No.   (___) 	 



     

    or
      at
      such other address as either of the parties shall have given notice to the
      other
      in accordance with the provisions hereof.

     

    9. COMMITTEE
      DETERMINATION FINAL:
      The
      interpretation and construction of the Plan and this Stock Option Agreement,
      including any inconsistency between the two documents, shall be reserved to
      and
      made by the Committee of the Board of Directors provided for under the Plan.
      The
      Committee’s determinations shall be final as between the parties hereto unless
      otherwise determined by the Board of Directors of Grantor.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    10. GOVERNING
      LAW:
      This
      Option is granted and delivered in the State of California and is intended
      to be
      construed and enforced under the laws thereof.

     

     

    IN
      WITNESS WHEREOF, this Option is executed on behalf of Grantor and its duly
      authorized officers and by Grantee as of this ___ day of _____________,
      20___.

     

    
      	 	 	 
	 	GRANTOR
	 	 
	 	World
              Am, Inc.,
              a
                Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	Its:	 
	 	 	 
	 	 	 
	 	GRANTEE
	 	 	 
	 	 	 
	 	  	 



    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      A

    


    


    World
      Am, Inc.

    2008
      Non-Qualified Company

    Stock
      Grant and Option Plan