Exhibit 10.4


 


Salty’s
Warehouse, Inc.


 


2004 INCENTIVE AND
NONSTATUTORY STOCK OPTION PLAN


 


1.             Purpose


 


This Incentive and Nonstatutory Stock Option Plan (the
“Plan”) is intended to further the growth and financial success of Salty’s
Warehouse, Inc., a Florida corporation (the “Corporation”) by providing
additional incentives to selected employees, directors, and consultants to the
Corporation or parent corporation or subsidiary corporation of the Corporation
as those terms are defined in Sections 424(e) and 424(f) of the Internal
Revenue Code of 1986, as amended (the “Code”) (such parent corporations and
subsidiary corporations hereinafter collectively referred to as “Affiliates”)
so that such employees and consultants may acquire or increase their proprietary
interest in the Corporation.  Stock
options granted under the Plan (hereinafter “Options”) may be either “Incentive
Stock Options,” as defined in Section 422A of the Code and any regulations
promulgated under said Section, or “Nonstatutory Options” at the discretion of
the Board of Directors of the Corporation (the “Board”) and as reflected in the
respective written stock option agreements granted pursuant hereto.


 


2.             Administration


 


The Plan shall be administered by the Board of
Directors of the Corporation; provided however, that the Board may delegate
such administration to a committee of not fewer than three (3) members (the “Committee”),
at least two (2) of whom are members of the Board and all of whom are
disinterested administrators, as contemplated by Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended (“Rule 16b-3”); and provided
further, that the foregoing requirement for disinterested administrators shall
not apply prior to the date of the first registration of any of the securities
of the Corporation under the Securities Act of 1933, as amended.


 


Subject to the provisions of the Plan, the Board
and/or the Committee shall have authority to (a) grant, in its discretion,
Incentive Stock Options in accordance with Section 422A of the Code or
Nonstatutory Options; (b) determine in good faith the fair market value of the
stock covered by an Option; (c) determine which eligible persons shall be
granted Options and the number of shares to be covered thereby and the term
thereof; (d) construe and interpret the Plan; (e) promulgate, amend and rescind
rules and regulations relating to its administration, and correct defects,
omissions, and inconsistencies in the Plan or any Option; (f) consistent with
the Plan and with the consent of the optionee, as appropriate, amend any
outstanding Option or amend the exercise date or dates thereof; (g) determine
the duration and purpose of leaves of absence which may be granted to
optionholders without constituting termination of their employment for the
purpose of the Plan; and (h) make all other determinations necessary or
advisable for the Plan’s administration. 
The interpretation and construction by the Board of any provisions of
the Plan or of any Option it shall be conclusive and final.  No member of the Board or the Committee shall
be liable for any action or determination made in good faith with respect to
the Plan or any Option.


 


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3.             Eligibility


 


The persons who shall be eligible to receive Options
shall be employees, directors, or consultants of the Corporation or any of its
Affiliates (“Optionees”).  The term
consultant shall mean any person who is engaged by the Corporation to render
services and is compensated for such services, and any director of the
Corporation whether or not compensated for such services; provided that, if the
Corporation registers any of its securities pursuant to the Securities Act of
1933, as amended (the “Act”), the term consultant shall thereafter not include
directors who are not compensated for their services or are paid only a
director fee by the Corporation.


 


(a)           Incentive
Stock Options.  Incentive Stock
Options may only be issued to employees of the Corporation or its
Affiliates.  Incentive Stock Options may
be granted to officers, whether or not they are directors, but a director shall
not be granted an Incentive Stock Option unless such director is also an
employee of the Corporation.  Payment of
a director fee shall not be sufficient to constitute employment by the
Corporation.  Any grant of option to an
officer or director of the Corporation subsequent to the first registration of
any of the securities of the Corporation under the Act shall comply with the
requirements of Rule 16b-3.  An optionee
may hold more than one Option.


 


The Corporation shall not grant an Incentive Stock
Option under the Plan to any employee if such grant would result in such
employee holding the right to exercise for the first time in any one calendar
year, under all options granted to such employee under the Plan or any other
stock option plan maintained by the Corporation or any Affiliate, with respect
to shares of stock having an aggregate fair market value, determined as of the
date of the Option is granted, in excess of one hundred thousand dollars
($100,000).  Should it be determined that
an Incentive Stock Option granted under the Plan exceeds such maximum for any
reason other than a failure in good faith to value the stock subject to such option,
the excess portion of such option shall be considered a Nonstatutory
Option.  If, for any reason, an entire
option does not qualify as an Incentive Stock Option by reason of exceeding
such maximum, such option shall be considered a Nonstatutory Option.


 


(b)           Nonstatutory
Option.  The provisions of the
foregoing Section 3(a) shall not apply to any option designated as a “Nonstatutory
Stock Option Agreement” or which sets forth the intention of the parties that
the option be a Nonstatutory Option.


 


4.             Stock


 


The stock subject to Options shall be the shares of
the Corporation’s authorized but unissued or reacquired Common Stock (the “Stock”).


 


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(a)           Number
of Shares.  Subject to adjustment as
provided in Paragraph 5(h) of this Plan, the total number of shares of Stock
which may be purchased through exercise of Options granted under this Plan
shall not exceed three million (3,000,000) shares.  If any Option shall for any reason terminate
or expire, any shares allocated thereto but remaining unpurchased upon such
expiration or termination shall again be available for the grant of Options
with respect thereto under this Plan as though no Option had been granted with
respect to such shares.


 


(b)           Reservation
of Shares.  The Corporation shall
reserve and keep available at all times during the term of the Plan such number
of shares as shall be sufficient to satisfy the requirements of the Plan.  If, after reasonable efforts, which efforts
shall not include the registration of the Plan or Options under the Act, the
Corporation is unable to obtain authority from any applicable regulatory body,
which authorization is deemed necessary by legal counsel for the Corporation
for the lawful issuance of shares hereunder, the Corporation shall be relieved
of any liability with respect to its failure to issue and sell the shares for
which such requisite authority was so deemed necessary unless and until such
authority is obtained.


 


5.             Terms
and Conditions of Options


 


Options granted hereunder shall be evidenced by agreements
between the Corporation and the respective Optionees, in such form and
substance as the Board or Committee shall from time to time approve.  Such agreements need not be identical, and in
each case may include such provisions as the Board or Committee may determine,
but all such agreements shall be subject to and limited by the following terms
and conditions:


 


(a)           Number
of Shares:  Each Option shall state
the number of shares to which it pertains.


 


(b)           Option
Price:  Each Option shall state the
Option Price, which shall be determined as follows:


 


(i)            Any Option
granted to a person who at the time the Option is granted owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of value of all classes of
stock of the Corporation, or of any Affiliate, (“Ten Percent Holder”) shall
have an Option Price of no less than one hundred ten percent (110%) of the fair
market value of the common stock as of the date of grant; and


 


(ii)           Incentive
Stock Options granted to a person who at the time the Option is granted is not
a Ten Percent Holder shall have an Option price of no less than one hundred
percent (100%) of the fair market value of the common stock as of the date of
grant.


 


(iii)          Nonstatutory
Options granted to a person who at the time the Option is granted is not a Ten
Percent Holder shall have an Option Price determined by the Board as of the
date of grant.


 


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For the purposes of this paragraph 5(b), the fair
market value shall be as determined by the Board, in good faith, which
determination shall be conclusive and binding; provided however, that if there
is a public market for such stock, the fair market value per share shall be the
average of the bid and asked prices (or the closing price if such stock is
listed on the NASDAQ National Market System) on the date of grant of the
Option, or if listed on a stock exchange, the closing price on such exchange on
such date of grant.


 


(c)           Medium
and Time of Payment:  To the extent
permissible by applicable law, the Option price shall be paid, at the
discretion of the Board, at either the time of grant or the time of exercise of
the Option (i) in cash or by check, (ii) by delivery of other common stock of
the Corporation, provided such tendered stock was not acquired directly or
indirectly from the Corporation, or, if acquired from the Corporation, has been
held by the Optionee for more than six (6) months, (iii) by the Optionee’s
promissory note in a form satisfactory to the Corporation and bearing interest
at a rate determined by the Board, in its sole discretion, but in no event less
than 6% per annum, or (iv) such other form of legal consideration permitted by
State law as may be acceptable to the Board.


 


(d)           Term and
Exercise of Options:  Any Option
granted to an Employee of the Corporation shall become exercisable over a
period of no longer than ten (10) years, and no less than twenty percent (20%)
of the shares covered thereby shall become exercisable annually.  No Option shall be exercisable, in whole or
in part, prior to one (1) year from the date it is granted unless the Board
shall specifically determine otherwise, as provided herein.  In no event shall any Option be exercisable
after the expiration of ten (10) years from the date it is granted.  Unless otherwise specified by the Board or
the Committee in the resolution authorizing such option, the date of grant of
an Option shall be deemed to be the date upon which the Board or the Committee
authorizes the granting of such Option.


 


Each Option shall be exercisable to the nearest whole
share, in installments or otherwise, as the respective option agreements may
provide.  During the lifetime of an
Optionee, the Option shall be exercisable only by the Optionee and shall not be
assignable or transferable by the Optionee, and no other person shall acquire
any rights therein.  To the extent not
exercised, installments (if more than one) shall accumulate, but shall be
exercisable, in whole or in part, only during the period for exercise as stated
in the option agreement, whether or not other installments are then
exercisable.


 


(e)           Termination
of Status as Employee, Director, or Consultant:  If Optionee’s status as an employee, director,
or consultant shall terminate for any reason, then the Optionee (or if the
Optionee shall die after such termination, but prior to exercise, Optionee’s
personal representative or the person entitled to succeed to the Option) shall
have the right to exercise any vested Options, in whole or in part, at any time
after such termination during the remaining term of the Option; provided,
however, that the Board may specify a shorter period for exercise following
termination as the Board deems reasonable and appropriate, but not shorter than
six (6) months in the event Optionee’s termination was caused by permanent
disability within the meaning of Section 22(e)(3) of the Code.  The Option may be exercised only with respect
to installments that the Optionee could have exercised at the date of
termination of employment.  Nothing
contained herein or in any Option granted pursuant hereto shall be construed to
affect or restrict in any way the right of the Corporation


 


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to terminate the
employment of an Optionee with or without cause.


 


(f)            Death
of Optionee: If an Optionee dies while employed or engaged as a director or
consultant by the Corporation or an Affiliate, the portion of such Optionee’s
Option or Options which were exercisable at the date of death may be exercised,
in whole or in part, by the estate of the decedent or by a person succeeding to
the right to exercise such Option or Options, at any time within the remaining
term of the Option, but only to the extent, that Optionee could have exercised
the Option as of the date of Optionee’s death; provided, in any case, that the
Option may be so exercised only to the extent that the Option has not
previously been exercised by Optionee.


 


(g)           Nontransferability
of Option:  No Option shall be
transferable by the Optionee, except by will or by the laws of descent and
distribution.


 


(h)           Recapitalization:  Subject to any required action by the
stockholders, the number of shares of common stock covered by each outstanding
Option, and the price per share thereof set forth in each such Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock of the Corporation resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares affected without receipt of
consideration by the Corporation.


 


Subject to any required action by the stockholders, if
the Corporation shall be the surviving entity in any merger or consolidation,
each outstanding Option thereafter shall pertain to and apply to the securities
to which a holder of shares of common stock equal to the shares subject to the
Option would have been entitled by reason of such merger or consolidation.  A dissolution or liquidation of the
Corporation or a merger or consolidation in which the Corporation is not the
surviving entity shall cause each outstanding Option to terminate on the effective
date of such dissolution, liquidation, merger or consolidation.  In such event, if the entity which shall be
the surviving entity does not tender to Optionee an offer, for which it has no
obligation to do so, to substitute for any unexercised Option a stock option or
capital stock of such surviving entity, as applicable, which on an equitable
basis shall provide the Optionee with substantially the same economic benefit
as such unexercised Option, then the Board may grant to such Optionee, but
shall not be obligated to do so, the right for a period commencing thirty (30)
days prior to and ending immediately prior to such dissolution, liquidation,
merger or consolidation or during the remaining term of the Option, whichever
is the lesser, to exercise any unexpired Option or Options, without regard to
the installment provisions of Paragraph 5(d) of this Plan; provided, that any
such right granted shall be granted to all Optionees not receiving an offer to
substitute on a consistent basis, and provided further, that any such exercise
shall be subject to the consummation of such dissolution, liquidation, merger
or consolidation.


 


In the event of a change in the common stock of the
Corporation as presently constituted, which is limited to a change of all of
its authorized shares without par value into the same number of shares with a
par value, the shares resulting from any such change shall be deemed to be the
common stock within the meaning of this Plan.


 


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To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided
in this Paragraph 5(h), the Optionee shall have no rights by reason of any
subdivision or consolidation of shares of stock or any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and the number or price of shares of common stock subject
to any Option shall not be affected by, and no adjustment shall be made by
reason of, any dissolution, liquidation, merger or consolidation, or any issue
by the Corporation of shares of stock of any class or securities convertible
into shares of stock of any class.


 


The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Corporation to make any
adjustments, reclassifications, reorganizations or changes in its capital or
business structure or to merge, consolidate, dissolve, or liquidate or to sell
or transfer all or any part of its business or assets.


 


(i)            Rights
as a Stockholder:  An Optionee shall
have no rights as a stockholder with respect to any shares covered by an Option
until the date of the issuance of a stock certificate to Optionee for such
shares.  No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior
to the date such stock certificate is issued, except as expressly provided in
Paragraph 5(h) hereof.


 


(j)            Modification,
Acceleration, Extension, and Renewal of Options:  Subject to the terms and conditions and
within the limitations of the Plan, the Board may modify an Option, or once an
Option is exercisable, accelerate the rate at which it may be exercised, and
may extend or renew outstanding Options granted under the Plan or accept the
surrender of outstanding Options (to the extent not theretofore exercised) and
authorize the granting of new Options in substitution for such Options,
provided such action is permissible under Section 422A of the Code and state
law.


 


Notwithstanding the foregoing provisions of this
Paragraph 5(j), however, no modification of an Option shall, without the
consent of the Optionee, alter to the Optionee’s detriment or impair any rights
or obligations under any Option theretofore granted under the Plan.


 


(k)           Investment
Intent:  Unless and until the
issuance and sale of the shares subject to the Plan are registered under the
Act, each Option under the Plan shall provide that the purchases of stock
thereunder shall be for investment purposes and not with a view to, or for
resale in connection with, any distribution thereof.  Further, unless the issuance and sale of the
stock have been registered under the Act, each Option shall provide that no
shares shall be purchased upon the exercise of such Option unless and until (i)
any then applicable requirements of state and federal laws and regulatory agencies
shall have been fully complied with to the satisfaction of the Corporation and
its counsel, and (ii) if requested to do so by the Corporation, the person
exercising the Option shall (i) give written assurances as to knowledge and
experience of such person (or a representative employed by such person) in
financial and business matters and the ability of such person (or
representative) to evaluate the merits and risks of exercising the Option, and
(ii) execute and deliver to the Corporation a letter of investment intent, all
in such form and substance as the Corporation may require.  If shares are issued upon exercise of an
Option without registration under


 


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the Act, subsequent
registration of such shares shall relieve the purchaser thereof of any
investment restrictions or representations made upon the exercise of such
Options.


 


(l)            Exercise
Before Exercise Date:  At the
discretion of the Board, the Option may, but need not, include a provision
whereby the Optionee may elect to exercise all or any portion of the Option
prior to the stated exercise date of the Option or any installment
thereof.  Any shares so purchased prior
to the stated exercise date shall be subject to repurchase by the Corporation
upon termination of Optionee’s employment as contemplated by Paragraphs 5(e),
5(f) and 5(g) hereof prior to the exercise date stated in the Option and such
other restrictions and conditions as the Board or Committee may deem advisable.


 


(m)          Other
Provisions:  The Option agreements
authorized under this Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the Options, as the Board
or the Committee shall deem advisable.  Shares
shall not be issued pursuant to the exercise of an Option, if the exercise of
such Option or the issuance of shares thereunder would violate, in the opinion
of legal counsel for the Corporation, the provisions of any applicable law or
the rules or regulations of any applicable governmental or administrative
agency or body, such as the Act, the Securities Exchange Act of 1934, the rules
promulgated under the foregoing or the rules and regulations of any exchange
upon which the shares of the Corporation are listed.


 


6.             Availability
of Information


 


During the term of the Plan and any additional period
during which an Option granted pursuant to the Plan shall be exercisable, the
Corporation shall make available, not later than one hundred and twenty (120)
days following the close of each of its fiscal years, such financial and other
information regarding the Corporation as is required by the bylaws of the
Corporation and applicable law to be furnished in an annual report to the
stockholders of the Corporation.


 


7.             Effectiveness
of Plan; Expiration


 


Subject to approval by the stockholders of the
Corporation, this Plan shall be deemed effective as of the date it is adopted
by the Board.  The Plan shall expire on
July 1, 2013, but such expiration shall not affect the validity of outstanding
Options.


 


8.             Amendment
and Termination of the Plan


 


The Board may, insofar as permitted by law, from time
to time, with respect to any shares at the time not subject to Options, suspend
or terminate the Plan or revise or amend it in any respect whatsoever, except that
without the approval of the stockholders of the Corporation, no such revision
or amendment shall (i) increase the number of shares subject to the Plan, (ii)
decrease the price at which Options may be granted, (iii) materially increase
the benefits to Optionees, or (iv) change the class of persons eligible to
receive Options under this Plan; provided, however, no such action shall alter
or impair the rights and obligations under any Option outstanding as of the
date thereof without the written consent of the Optionee thereunder.  No Option may be granted while the Plan is
suspended or after it is terminated, but the rights and obligations under any
Option granted while the Plan is in effect shall not be impaired by suspension
or termination of the Plan.


 


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9.             Indemnification
of Board


 


In addition to such other rights or indemnifications
as they may have as directors or otherwise, and to the extent allowed by
applicable law, the members of the Board and the Committee shall be indemnified
by the Corporation against the reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any claim,
action, suit or proceeding, or in connection with any appeal thereof, to which
they or any of them may be a party by reason of any action taken, or failure to
act, under or in connection with the Plan or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such claim,
action, suit or proceeding, except in any case in relation to matters as to
which it shall be adjudged in such claim, action, suit or proceeding that such
Board member is liable for negligence or misconduct in the performance of his
or her duties; provided that within sixty (60) days after institution of any
such action, suit or Board proceeding the member involved shall offer the
Corporation, in writing, the opportunity, at its own expense, to handle and
defend the same.


 


10.           Application
of Funds


 


The proceeds received by the Corporation from the sale
of common stock pursuant to the exercise of Options will be used for general corporate
purposes.


 


11.           No
Obligation to Exercise Option


 


The granting of an Option shall impose no obligation
upon the Optionee to exercise such Option.


 


12.           Notices


 


All notice, requests, demand, and other communications
pursuant this Plan shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice
is to be given, or on the third day following the mailing thereof to the party
to whom notice is to be given, by first class mail, registered or certified,
postage prepaid.


 


13.           Financial
Statements


 


Optionees under this Plan have the right to receive,
upon request, annual financial statements regarding the Corporation during the
period the options are outstanding.


 


The foregoing Incentive and Nonstatutory Stock Option
Plan was duly adopted and approved by the Board of Directors on July 1, 2004,
and approved by the shareholders of the Corporation on July 1, 2004.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Earl T. Shannon, Secretary

  



 


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Salty’s Warehouse, Inc.


 


NONSTATUTORY
STOCK OPTION AGREEMENT


 


THIS STOCK OPTION AGREEMENT is made and entered into
as of this          day of                          ,
         , by and between Salty’s
Warehouse, Inc., a Florida corporation (“Company”), and                                                       
(referred to herein as the “Optionee”), with reference to the following
recitals of facts:


 


WHEREAS, the Board has authorized the granting to
Optionee of a nonstatutory stock option (“Option”) to purchase shares of common
stock of the Company (the “Shares”) upon the terms and conditions hereinafter
stated; and


 


WHEREAS, the Board and stockholders of the Company
have heretofore adopted a 2004 Incentive and Nonstatutory Stock Option Plan (the
“Plan”), pursuant to which this Option is being granted;


 


WHEREAS, it is the intention of the parties that this
Option be a Nonstatutory Stock Option;


 


NOW, THEREFORE, in consideration of the covenants
herein set forth, the parties hereto agree as follows:


 


1.             Shares;
Price.  The Company hereby grants to
Optionee the right to purchase, upon and subject to the terms and conditions
herein stated,                         
Shares for cash (or other consideration acceptable to the Board of Directors of
the Company, in their sole and absolute discretion) at the price of $          
per Share, such price being determined in accordance with the Plan.


 


2.             Term
of Option; Continuation of Employment. 
This Option shall expire, and all rights hereunder to purchase the
Shares shall terminate, ten (10) years from the date hereof.  This Option shall earlier terminate as set
forth in Paragraphs 5 and 6 hereof. 
Nothing contained herein shall be construed to interfere in any way with
the right of the Company to terminate the employment or engagement, as
applicable, of Optionee or to increase or decrease the compensation of Optionee
from the rate in existence at the date hereof.


 


3.             Vesting
of Option.  Subject to the provisions
of Paragraphs 5 and 6 hereof, this Option shall vest and become exercisable
during the term of Optionee’s employment or engagement in whole or in part
beginning on the date of this Agreement.


 


4.             Exercise.  In order to exercise this Option with respect
to all or any part of the Shares for which this Option is at the time
exercisable, Optionee must take the following actions:


 


(a)   Execute
and deliver to the Company a written notice of exercise stating the number of
Shares being purchased (in whole shares only) and such other information set
forth on the form of Notice of Exercise attached hereto as Appendix A; and


 


(b)   Pay
the aggregate Exercise Price for the purchased shares in one or more of the
following forms:


 


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(i)            Cash
or check made payable to the Company; or


 


(ii)           A
promissory note payable to the Company, but only to the extent authorized by
the Company.


 


Should the Common
Stock be registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) at the time the Option is exercised, then the
Exercise Price may also be paid as follows:


 


(iii)          In
shares of Common Stock held by Optionee for the requisite period necessary to
avoid a charge to the Company’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date; or


 


(iv)          To the extent
the Option is exercised for vested Shares, through a special sale and
remittance procedure pursuant to which Optionee shall concurrently provide
irrevocable instructions (a) to a Company-approved brokerage firm to effect the
immediate sale of the purchased shares and remit to the Company, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all applicable Federal,
State and local income and employment taxes required to be withheld by the
Company by reason of such exercise; and (b) to the Company to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale (a “cashless exercise transaction”).


 


For purposes of Rule 144 and
sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged
that the Common Stock issuable upon exercise of this Option in a cashless
exercise transaction shall be deemed to have been acquired at the time this
Option was issued.  Moreover, it is
intended, understood and acknowledged that the holding period for the Common
Stock issuable upon exercise of this Option in a cashless exercise transaction
shall be deemed to have commenced on the date this Option was issued.


 


(v)           Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share of
the Company’s Common Stock is greater than the Exercise Price (at the date of
calculation as set forth below), in lieu of exercising this Option by payment
of cash, the Optionee may elect to receive shares equal to the value (as
determined below) of this Option (or the portion thereof being canceled) by
surrender of this Option at the principal office of the Company together with
the properly endorsed Notice of Exercise in which event the Company shall issue
to the Optionee a number of shares of Common Stock computed using the following
formula:


 


X = Y (A-B)


A


 


Where    X
=          the
number of shares of Common Stock to be issued to the Optionee


 


Y =          the
number of shares of Common Stock purchasable under the Option or,


 


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if only a portion of the Option is being exercised,
the portion of the Option being canceled (at the date of such calculation)


 


A =         the
Fair Market Value of one share of the Company’s Common Stock (at the date of
such calculation)


 


B =          Exercise
Price (as adjusted to the date of such calculation)


 


(c)           Execute and deliver to the Company such written
representations as may be requested by the Company in order for it to comply
with the applicable requirements of Federal and State securities laws.


 


(d)           Make appropriate arrangements with the Company (or
Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all Federal, State and local income and employment tax withholding requirements
applicable to the Option exercise, if any.


 


(e)           If requested, execute and deliver to the Company a
written statement as provided for in Paragraph 11 hereof.


 


5.             Termination
of Employment or Engagement.  If
Optionee shall cease to serve as an employee, director, or consultant of the
Company for any reason, whether voluntarily or involuntarily, Optionee shall
have the right, during the remaining term of the Option, to exercise in whole
or in part this Option to the extent, but only to the extent, that this Option
was exercisable as of the last day of employment or engagement, as applicable,
and had not previously been exercised; provided, however, that the Board may specify
a shorter period for exercise following termination as the Board deems
reasonable and appropriate, but not shorter than six (6) months in the event
Optionee’s termination was caused by permanent disability within the meaning of
Section 22(e)(3) of the Code.  The Option
may be exercised only with respect to installments that the Optionee could have
exercised at the date of termination of employment or engagement.


 


Notwithstanding anything herein to the contrary, all
rights under this Option shall expire in any event on the date specified in
Paragraph 2 hereof.


 


6.             Death
of Optionee.  If the Optionee shall
die while an employee, director, or consultant of the Company, Optionee’s
personal representative or the person entitled to Optionee’s rights hereunder
may at any time during the remaining term of this Option, exercise this Option
and purchase Shares to the extent, but only to the extent, that Optionee could
have exercised this Option as of the date of Optionee’s death; provided, in any
case, that this Option may be so exercised only to the extent that this Option
has not previously been exercised by Optionee.


 


7.             No
Rights as Stockholder.  Optionee
shall have no rights as a stockholder with respect to the Shares covered by any
installment of this Option until the date of the issuance of a stock
certificate to Optionee, and no adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock certificate or
certificates are issued except as provided in Paragraph 8 hereof.


 


8.             Recapitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares covered by this Option, and
the price per Share thereof, shall be proportionately


 


11





















 


adjusted for any increase
or decrease in the number of issued Shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares affected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been “effected
without receipt of consideration by the Company.”


 


In the event of a proposed dissolution or liquidation of
the Company, a merger or consolidation in which the Company is not the
surviving entity, or a sale of all or substantially all of the assets of the
Company, this Option shall terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board.  The Board may, at its sole and absolute
discretion and without obligation, declare that this Option shall terminate as
of a date fixed by the Board and grant Optionee the right for a period
commencing thirty (30) days prior to and ending immediately prior to such date,
or during the remaining term of this Option, whichever occurs sooner, to
exercise this Option as to all or any part of the Shares, without regard to the
installment provision of Paragraph 3; provided, however, that such exercise
shall be subject to the consummation of such dissolution, liquidation, merger,
consolidation or sale.


 


Subject to any required action by the stockholders of
the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a
holder of Shares equal to the Shares subject to this Option would have been
entitled by reason of such merger or consolidation, and the vesting provisions
of Section 3 shall continue to apply.


 


In the event of a change in the Shares of the Company
as presently constituted, which is limited to a change of all of its authorized
Shares without par value into the same number of Shares with a par value, the
Shares resulting from any such change shall be deemed to be the Shares within
the meaning of this Agreement.


 


To the extent that the foregoing adjustments relate to
shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.  Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of share of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger or consolidation, or any issue by the Company of shares of
stock of any class or securities convertible into shares of stock of any class.


 


The grant of this Option shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any part of
its business or assets.


 


9.             Taxation
upon Exercise of Option.  Optionee
understands that, upon exercise of this Option, Optionee may recognize income,
for federal and state income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, determined as of the date of
exercise, exceeds the exercise price. 
The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes.  Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from Optionee’s
then current compensation, or, if such current compensation is


 


12





















 


insufficient to satisfy
withholding tax liability, the Company may require Optionee to make cash
payment to cover such liability as a condition of the exercise of this Option.


 


10.           Modification,
Extension and Renewal of Options. 
The Board may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefore (to the extent not
theretofore exercised), subject at all times to the Plan.  Notwithstanding the foregoing provisions of
this Paragraph 10, no modification shall, without the consent of the Optionee,
alter to the Optionee’s detriment or impair any rights of Optionee hereunder.


 


11.           Investment
Intent; Restrictions on Transfer. 
Optionee represents and agrees that if Optionee exercises this Option in
whole or in part, Optionee will in each case acquire the Shares upon such
exercise for the purpose of investment and not with a view to, or for resale in
connection with, any distribution thereof; and that upon such exercise of this
Option in whole or in part, Optionee (or any person or persons entitled to
exercise this Option under the provisions of Paragraphs 5 and 6 hereof) shall
furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance.  The
Company, at its option, may include a legend on each certificate representing
Shares issued pursuant to any exercise of this Option, stating in effect that
such Shares have not been registered under the Securities Act of 1933, as
amended (the “Act”), and that the transferability thereof is restricted.  If the Shares represented by this Option are
registered under the Act, either before or after the exercise of this Option in
whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.


 


Optionee further represents that Optionee has had
access to the financial statements or books and records of the Company, has had
the opportunity to ask questions of the Company concerning its business,
operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information, and further
represents that Optionee has either such experience and knowledge in
investment, financial and business matters or has investments similar to the
stock of the Company such that Optionee is capable of evaluating the merits and
risks thereof and has the capacity to protect his or her own interest in
connection therewith.


 


12.           Notices.  Any notice required to be given pursuant to
this Option or the Plan shall be in writing and shall be deemed to be delivered
upon receipt or, in the case of notices by the Company, five (5) days after
deposit in the US. mail, postage prepaid, addressed to Optionee at the address
last provided to the Company by Optionee for his or her employee records.


 


13.           Agreement
Subject to Plan; Applicable Law. 
This Agreement is made pursuant to the Plan and shall be interpreted to
comply therewith.  A copy of such Plan is
available to Optionee, at no charge, at the principal office of the
Company.  Any provision of this Agreement
inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan.  This
Agreement has been granted, executed and delivered in the State of Florida, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE
PAGE FOLLOWS]


 


13





















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	
   

  	
  Salty’s Warehouse, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY: Earl T. Shannon

  	
   

  
	
   

  	
  ITS: President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  , Optionee   

  	
   

  



 


14





















 


Appendix A


 


NOTICE OF
EXERCISE


 


Salty’s Warehouse, Inc.


1080 S.E. 3rd Avenue


Ft. Lauderdale, FL  33316


 


(1)           o            The
undersigned hereby elects to purchase                  
shares of the Common Stock of Salty’s Warehouse, Inc. (the “Company”) pursuant
to the terms of the attached Option and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.


 


o            The undersigned hereby
elects to purchase                  
shares of the Common Stock of the Company pursuant to the terms of the net
exercise provisions set forth in Section 4(b)(iv) of the attached Option, and
shall tender payment of all applicable transfer taxes, if any.


 


(2)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


(3)           The
undersigned represents that (i) the aforesaid shares of Common Stock are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares;
(ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision regarding its investment in the Company;
(iii) the undersigned is experienced in making investments of this type and has
such knowledge and background in financial and business matters that the
undersigned is capable of evaluating the merits and risks of this investment
and protecting the undersigned’s own interests; (iv) the undersigned
understands that the shares of Common Stock issuable upon exercise of this
Option have not been registered under the Securities Act of 1933, as amended
(the “Act”), by reason of a specific exemption from the registration provisions
of the Act, which exemption depends upon, among other things, the bona fide
nature of the investment intent as expressed herein, and, because such
securities have not been registered under the Act, they must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available; (v) the undersigned is aware that the aforesaid
shares of Common Stock may not be sold pursuant to Rule 144 adopted under the
Act unless certain conditions are met and until the


 


15





















 


undersigned has
held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the availability of current information to
the public about the Company and the Company has not made such information
available and has no present plans to do so; and (vi) the undersigned agrees
not to make any disposition of all or any part of the aforesaid shares of
Common Stock unless and until there is then in effect a registration statement
under the Act covering such proposed disposition and such disposition is made
in accordance with said registration statement, or the undersigned has provided
the Company with an opinion of counsel satisfactory to the Company, stating that
such registration is not required.


 


	
   

  	
   

  	
   

  
	
   (Date)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print name)

  



 


16





















 


Salty’s
Warehouse, Inc.


 


INCENTIVE
STOCK OPTION AGREEMENT


 


THIS INCENTIVE STOCK OPTION AGREEMENT is made and
entered into as of this          
day of                            ,
        , by and between Salty’s
Warehouse, Inc., a Florida corporation (“Company”), and                                                        
(referred to herein as the “Optionee”), with reference to the following
recitals of facts:


 


WHEREAS, the Board has authorized the granting to
Optionee of an incentive stock option (“Option”) to purchase shares of common
stock of the Company (the “Shares”) upon the terms and conditions hereinafter
stated; and


 


WHEREAS, the Board and stockholders of the Company
have heretofore adopted a 2004 Incentive and Nonstatutory Stock Option Plan
(the “Plan”), pursuant to which this Option is being granted;


 


WHEREAS, it is the intention of the parties that this
Option be an Incentive Stock Option (a “Qualified Stock Option”);


 


NOW, THEREFORE, in consideration of the covenants
herein set forth, the parties hereto agree as follows:


 


1.             Shares;
Price.  The Company hereby grants to
Optionee the right to purchase, upon and subject to the terms and conditions
herein stated,                
Shares for cash (or other consideration acceptable to the Board of Directors of
the Company, in their sole and absolute discretion) at the price of $        
per Share, such price being not less than the fair market value per share of
the Shares covered by these Options as of the date hereof and as determined by
the Board of Directors of the Company.


 


2.             Term
of Option; Continuation of Employment. 
This Option shall expire, and all rights hereunder to purchase the
Shares shall terminate, ten (10) years from the date hereof.  This Option shall earlier terminate as set
forth in Paragraphs 5 and 6 hereof. 
Nothing contained herein shall be construed to interfere in any way with
the right of the Company to terminate the employment or engagement, as
applicable, of Optionee or to increase or decrease the compensation of Optionee
from the rate in existence at the date hereof.


 


3.             Vesting
of Option.  Subject to the provisions
of Paragraphs 5 and 6 hereof, this Option shall vest and become exercisable
during the term of Optionee’s employment or engagement in whole or in part
beginning on the date of this Agreement.


 


4.             Exercise.  In order to exercise this Option with respect
to all or any part of the Shares for which this Option is at the time
exercisable, Optionee must take the following actions:


 


1





















 


(a)           Execute
and deliver to the Company a written notice of exercise stating the number of
Shares being purchased (in whole shares only) and such other information set
forth on the form of Notice of Exercise attached hereto as Appendix A; and


 


(b)           Pay the
aggregate Exercise Price for the purchased shares in one or more of the
following forms:


 


(i)            Cash
or check made payable to the Company; or


 


(ii)           A
promissory note payable to the Company, but only to the extent authorized by
the Company.


 


Should the Common Stock be registered under Section 12
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) at the
time the Option is exercised, then the Exercise Price may also be paid as
follows:


 


(iii)          In
shares of Common Stock held by Optionee for the requisite period necessary to
avoid a charge to the Company’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date; or


 


(iv)          To the
extent the Option is exercised for vested Shares, through a special sale and
remittance procedure pursuant to which Optionee shall concurrently provide
irrevocable instructions (a) to a Company-approved brokerage firm to effect the
immediate sale of the purchased shares and remit to the Company, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all applicable
Federal, State and local income and employment taxes required to be withheld by
the Company by reason of such exercise; and (b) to the Company to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale (a “cashless exercise transaction”).


 


For purposes of Rule 144 and
sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged
that the Common Stock issuable upon exercise of this Option in a cashless
exercise transaction shall be deemed to have been acquired at the time this
Option was issued.  Moreover, it is
intended, understood and acknowledged that the holding period for the Common
Stock issuable upon exercise of this Option in a cashless exercise transaction shall
be deemed to have commenced on the date this Option was issued.


 


(v)           Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share of
the Company’s Common Stock is greater than the Exercise Price (at the date of
calculation as set forth below), in lieu of exercising this Option by payment
of cash, the Optionee may elect to receive shares equal to the value (as
determined below) of this Option (or the portion thereof being canceled) by
surrender of this Option at the principal office of the Company together with
the properly endorsed Notice of Exercise in which event the Company shall issue
to the Optionee a number of shares of Common Stock computed using the following
formula:


 


2





















 


X = Y (A-B)


A


Where    X
=          the
number of shares of Common Stock to be issued to the Optionee


 


Y =          the
number of shares of Common Stock purchasable under the Option or, if only a
portion of the Option is being exercised, the portion of the Option being canceled
(at the date of such calculation)


 


A =         the
Fair Market Value of one share of the Company’s Common Stock (at the date of
such calculation)


 


B =          Exercise
Price (as adjusted to the date of such calculation)


 


(f)            Execute and deliver to the Company such written
representations as may be requested by the Company in order for it to comply
with the applicable requirements of Federal and State securities laws.


 


(g)           Make appropriate arrangements with the Company (or
Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all Federal, State and local income and employment tax withholding requirements
applicable to the Option exercise, if any.


 


(h)           If requested, execute and deliver to the Company a
written statement as provided for in Paragraph 11 hereof.


 


5.             Termination
of Employment or Engagement.  If
Optionee shall cease to serve as an employee of the Company for any reason,
whether voluntarily or involuntarily, Optionee shall have the right, during the
remaining term of the Option, to exercise in whole or in part this Option to
the extent, but only to the extent, that this Option was exercisable as of the
last day of employment, and had not previously been exercised; provided,
however, that the Board may specify a shorter period for exercise following
termination as the Board deems reasonable and appropriate, but not shorter than
six (6) months in the event Optionee’s termination was caused by permanent
disability within the meaning of Section 22(e)(3) of the Code.  The Option may be exercised only with respect
to installments that the Optionee could have exercised at the date of
termination of employment.


 


Notwithstanding anything herein to the contrary, all
rights under this Option shall expire in any event on the date specified in
Paragraph 2 hereof.


 


6.             Death
of Optionee.  If the Optionee shall
die while an employee of the Company, Optionee’s personal representative or the
person entitled to Optionee’s rights hereunder may at any time during the
remaining term of this Option, exercise this Option and purchase Shares to the
extent, but only to the extent, that Optionee could have exercised this Option
as of the date of Optionee’s death; provided, in any case, that this Option may
be so exercised only to the extent that this option has not previously been
exercised by Optionee.


 


7.             No
Rights as Stockholder.  Optionee
shall have no rights as a stockholder with respect to the Shares covered by any
installment of this Option until the date of the issuance of a stock


 


3





















 


certificate to Optionee,
and no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificate or certificates are
issued except as provided in Paragraph 8 hereof.


 


8.             Recapitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares covered by this Option, and
the price per Share thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued Shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares affected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been “effected
without receipt of consideration by the Company.”


 


In the event of a proposed dissolution or liquidation
of the Company, a merger or consolidation in which the Company is not the
surviving entity, or a sale of all or substantially all of the assets of the
Company, this Option shall terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board.  The Board may, at its sole and absolute
discretion and without obligation, declare that this Option shall terminate as
of a date fixed by the Board and grant Optionee the right for a period
commencing thirty (30) days prior to and ending immediately prior to such date,
or during the remaining term of this Option, whichever occurs sooner, to
exercise this Option as to all or any part of the Shares, without regard to the
installment provision of Paragraph 3; provided, however, that such exercise
shall be subject to the consummation of such dissolution, liquidation, merger,
consolidation or sale.


 


Subject to any required action by the stockholders of
the Company, if the Company shall be the surviving entity in any merger or
consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Shares equal to the Shares subject to this
Option would have been entitled by reason of such merger or consolidation, and
the vesting provisions of Section 3 shall continue to apply.


 


In the event of a change in the Shares of the Company
as presently constituted, which is limited to a change of all of its authorized
Shares without par value into the same number of Shares with a par value, the
Shares resulting from any such change shall be deemed to be the Shares within the
meaning of this Agreement.


 


To the extent that the foregoing adjustments relate to
shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.  Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of share of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger or consolidation, or any issue by the Company of shares of
stock of any class or securities convertible into shares of stock of any class.


 


The grant of this Option shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or


 


4





















 


to merge, consolidate,
dissolve or liquidate or to sell or transfer all or any part of its business or
assets.


 


9.             Taxation
upon Exercise of Option.  Optionee
understands that, upon exercise of this Option, Optionee may recognize income,
for federal and state income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, determined as of the date of
exercise, exceeds the exercise price.  The
acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate
with Company in establishing the amount of such income and corresponding
deduction to the Company for its income tax purposes.  Withholding for federal or state income and
employment tax purposes will be made, if and as required by law, from
Optionee’s then current compensation, or, if such current compensation is
insufficient to satisfy withholding tax liability, the Company may require Optionee
to make cash payment to cover such liability as a condition of the exercise of
this Option.


 


5





















 


10.           Modification,
Extension and Renewal of Options. 
The Board may modify, extend or renew this Option or accept the
surrender thereof (to the extent not theretofore exercised) and authorize the
granting of a new option in substitution therefore (to the extent not
theretofore exercised), subject at all times to the Plan.  Notwithstanding the foregoing provisions of
this Paragraph 10, no modification shall, without the consent of the Optionee,
alter to the Optionee’s detriment or impair any rights of Optionee hereunder.


 


11.           Investment
Intent; Restrictions on Transfer. 
Optionee represents and agrees that if Optionee exercises this Option in
whole or in part, Optionee will in each case acquire the Shares upon such
exercise for the purpose of investment and not with a view to, or for resale in
connection with, any distribution thereof; and that upon such exercise of this
Option in whole or in part, Optionee (or any person or persons entitled to
exercise this Option under the provisions of Paragraphs 5 and 6 hereof) shall
furnish to the Company a written statement to such effect, satisfactory to the
Company in form and substance.  The
Company, at its option, may include a legend on each certificate representing
Shares issued pursuant to any exercise of this Option, stating in effect that
such Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”), and that the transferability thereof is restricted.  If the Shares represented by this Option are
registered under the Act, either before or after the exercise of this Option in
whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.


 


Optionee further represents that optionee has had
access to the financial statements or books and records of the Company, has had
the opportunity to ask questions of the Company concerning its business,
operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information, and further
represents that Optionee (either such experience and knowledge in investment,
financial and business matters in investments similar to the stock of the
Company that Optionee is capable of evaluating the merits and risks thereof and
has the capacity to protect his or her own interest in connection therewith.


 


12.           Notices.  Any notice required to be given pursuant to
this Option or the Plan shall be in writing and shall be deemed to be delivered
upon receipt or, in the case of notices by the Company, five (5) days after
deposit in the US. mail, postage prepaid, addressed to Optionee at the address
last provided to the Company by Optionee for his or her employee records.


 


13.           Agreement
Subject to Plan; Applicable Law. 
This Agreement is made pursuant to the Plan and shall be interpreted to
comply therewith.  A copy of such Plan is
available to Optionee, at no charge, at the principal office of the
Company.  Any provision of this Agreement
inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan.  This
Agreement has been granted, executed and delivered in the State of Florida, and
the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.


 


6





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


	
   

  	
  Salty’s Warehouse, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY: Earl T. Shannon

  
	
   

  	
  ITS: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  , Optionee

  	
   

  



 


7





















 


Appendix A


 


NOTICE OF
EXERCISE


 


Salty’s Warehouse, Inc.


1080 S.E. 3rd Avenue


Ft. Lauderdale, FL  33316


 


(1)           o            The
undersigned hereby elects to purchase               
shares of the Common Stock of Salty’s Warehouse, Inc. (the “Company”) pursuant
to the terms of the attached Option and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.


 


o            The undersigned hereby
elects to purchase             
shares of the Common Stock of the Company pursuant to the terms of the net
exercise provisions set forth in Section 4(b)(iv) of the attached Option, and
shall tender payment of all applicable transfer taxes, if any.


 


(2)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


(3)           The
undersigned represents that (i) the aforesaid shares of Common Stock are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares;
(ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision regarding its investment in the Company;
(iii) the undersigned is experienced in making investments of this type and has
such knowledge and background in financial and business matters that the
undersigned is capable of evaluating the merits and risks of this investment
and protecting the undersigned’s own interests; (iv) the undersigned
understands that the shares of Common Stock issuable upon exercise of this
Option have not been registered under the Securities Act of 1933, as amended
(the “Act”), by reason of a specific exemption from the registration provisions
of the Act, which exemption depends upon, among other things, the bona fide
nature of the investment intent as expressed herein, and, because such
securities have not been registered under the Act, they must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available; (v) the undersigned is aware that the aforesaid
shares of Common Stock may not be sold pursuant to Rule 144 adopted under the
Act unless certain conditions are met and until the undersigned has held the
shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the availability of current information to
the public about the Company and the Company has not made such information
available and has no present plans to do so; and (vi) the undersigned agrees
not to make any disposition of all or any part of the aforesaid shares of
Common Stock unless and until there is then in effect a registration statement
under the Act covering such proposed disposition and such disposition is made
in accordance


 


8





















 


with said
registration statement, or the undersigned has provided the Company with an
opinion of counsel satisfactory to the Company, stating that such registration
is not required.


 


	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print name)

  



 


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