Leatt Corporation - Exhibit 4.8 - Filed by newsfilecorp.com






Exhibit 4.8

 

STOCK OPTION AWARD AGREEMENT 

LEATT CORPORATION 2011 EQUITY INCENTIVE PLAN 

         
   Unless otherwise defined herein, the terms in the Stock Option
Award Agreement (the “Option Agreement”) have the same meanings as defined in
the Leatt Corporation 2011 Equity Incentive Plan (the “Plan”).

	I. 	
      NOTICE OF STOCK OPTION GRANT 

      Optionee:   PHIL
      DAVY                                                                                                                                                       
      

	 	 
		
      Address: 1546 Deodora Street, Simi Valley,
      California 93065
      USA                                                                                
      



     You have been granted an Option
to purchase Common Stock of the Company, subject to the terms and conditions of
the Plan and this Option Agreement, as follows: 

	 	Grant Date: 	February 1, 2012 
	 	 	 
	 	Vesting Commencement Date: 	February 1, 2012 
	 	 	 
	 	Exercise Price per Share: 	$0.04
    
	 	 	 
	 	Total Number of Shares Granted: 	975,000 
	 	 	 
	 	Total Exercise Price: 	$39,000 
	 	 	 
	 	Type of Option: 	Incentive Stock Option 
	 	 	 
	 	Expiration Date: 	Five
      (5) years after Grant Date 


Vesting Schedule:          
  40% of the Options shall vest immediately on the Grant Date, 20%
  of the Options will vest on December 31, 2012, another 20% of the Options will
  vest on December 31, 2013 and the remaining 20% of the Options will vest
  on December 31, 2014; provided that the Optionee is employed by the Company
  on each vesting date. 

Termination Period:           To
  the extent vested, this Option will be exercisable for twelve (12) months
  after the Optionee ceases to be an Employee as defined in the Plan. Notwithstanding
  the foregoing sentence, in no event may this Option be exercised after any
  termination of the Optionee as an Employee determined by the Company’s
  Board to be for Cause or after the Expiration Date as provided above
  and this Option may be subject to earlier termination as provided in
  the Plan. 




          
“Cause” has the meaning ascribed to such term or words of similar import in
Optionee’s written employment or service contract with the Company or its Parent
or any Subsidiary and, in the absence of such agreement or definition, means
Optionee’s (i) conviction of, or plea of nolo contendere to, a felony or any
other crime involving moral turpitude; (ii) fraud on or misappropriation of any
funds or property of the Company or its subsidiaries, or any affiliate, customer
or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with Optionee’s duties or willful failure
to perform Optionee’s responsibilities in the best interests of the Company or
its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of
any rule, regulation, procedure or policy of the Company or its subsidiaries; or
(vii) breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by
Optionee for the benefit of the Company or its subsidiaries, all as determined
by the Company’s Board, which determination will be conclusive.

II.     
AGREEMENT 

          1.     
Grant of Option. The Administrator grants to the Optionee named in the
Notice of Stock Option Grant in Part I of this Option Agreement, an Option to
purchase the number of Shares set forth in the Notice of Stock Option Grant, at
the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and this Option Agreement, the terms and conditions
of the Plan prevail. 

                    If
designated in the Notice of Stock Option Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option as defined in
Code section 422. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code section 422(d), this Option will be treated as a Nonstatutory Stock
Option. 

          2.      Exercise
of Option. 

                    (a)     
Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the applicable provisions of the Plan and this Option Agreement. 

                    (b)     
Method of Exercise. This Option is exercisable by (i) delivery of an
exercise notice in the form attached as Exhibit A (the “Exercise Notice”)
or in a manner and pursuant to procedures as the Administrator may determine,
which will state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and other representations and
agreements as may be required by the Company and (ii) paying the Company in full
the aggregate Exercise Price as to all Shares being acquired, together with any
applicable tax withholding.

                    This
Option will be deemed to be exercised upon receipt by the Company of a fully
executed Exercise Notice accompanied by the aggregate Exercise Price, together
with any applicable tax withholding.

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                         No
Shares will be issued pursuant to the exercise of an Option unless the issuance
and exercise of Shares complies with Applicable Laws. Assuming compliance, for
income tax purposes the Shares will be considered transferred to the Optionee on
the date on which the Option is exercised with respect to the Shares.

          3.     
Method of Payment. The aggregate Exercise Price may be paid by any of the
following, or a combination thereof, at the election of the Optionee: 

                    (a)      cash;


                    (b)     
check;

                    (c)      promissory
note; 

                    (d)     
other Shares, provided Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option will
be exercised;

                    (e)     
by asking the Company to withhold Shares from the total Shares to be delivered
upon exercise equal to the number of Shares having a value equal to the
aggregate Exercise Price of the Shares being acquired; 

                    (f)     
any combination of the foregoing methods of payment; or

                    (g)      such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws. 

          4.      Restrictions
on Exercise. This Option may not be exercised (a) until such time as the
Plan has been approved by the stockholders of the Company, or (b) if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Laws. The Company will be relieved of any liability with respect to any delayed
issuance of shares or its failure to issue shares if such delay or failure is
necessary to comply with Applicable Laws. 

          5.      Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than
by will or by the laws of descent or distribution and may be exercised during
the lifetime of Optionee only by Optionee. The terms of the Plan and this Option
Agreement are binding upon the executors, administrators, heirs, successors and
assigns of the Optionee. 

          6.      Term
of Option. This Option may be exercised only within the term set out in the
Notice of Stock Option Grant, and may be exercised during the term only in
accordance with the Plan and the terms of this Option. 

          7.      Tax
Obligations. 

                    (a)      Withholding
Taxes. Optionee agrees to arrange for the satisfaction of all Federal,
state, local and foreign income and employment tax withholding requirements
applicable to the Option exercise. Optionee acknowledges and agrees that the
Company may refuse to honor the 

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exercise and refuse to deliver the Shares if withholding
amounts are not delivered at the time of exercise. 

                    (b)     
Notice of Disqualifying Disposition of ISO Shares. If the Option granted
to Optionee is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (i) the date two
(2) years after the Grant Date, or (ii) the date one (1) year after the date of
exercise, the Optionee must immediately notify the Company of the disposition in
writing. Optionee agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by the Optionee.

                    (c)      Code
Section 409A. Under Code section 409A, an Option that vests after December
31, 2004 that was granted with a per Share exercise price that is determined by
the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value
of a Share on the Grant Date (a “discount option”) may be considered deferred
compensation. An Option that is a discount option may result in (i) income
recognition by the Optionee prior to the exercise of the Option, (ii) an
additional twenty percent (20%) tax, and (iii) potential penalty and interest
charges. Optionee acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the per Share Exercise Price of this Option equals
or exceeds Fair Market Value of a Share on the Grant Date in a later
examination. Optionee agrees that if the IRS determines that the Option was
granted with a per Share exercise price that was less than the Fair Market Value
of a Share on the Grant Date, Optionee will be solely responsible for any and
all resulting tax consequences.

          8.      No
Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 

          9.      Notices.
All notices or other communications which are required or permitted hereunder
will be in writing and sufficient if (i) personally delivered or sent by
telecopy, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows: 

          if
to the Optionee, to the address (or telecopy number) set forth on the Notice of
Stock Option Grant; and 

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if to the Company, to the attention of
the Chief Financial Officer at the address set forth below: 

Leatt® Corporation 
50 Kiepersol Crescent 
Atlas Gardens,
Contermanskloof 
Durbanville, 7550, Cape Town 

  Republic of South Africa 

or to any other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the fourth Business Day
following the date on which the piece of mail containing the communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open. 

          10.      Specific
Performance. Optionee expressly agrees that the Company will be irreparably
damaged if the provisions of this Option Agreement and the Plan are not
specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Option Agreement or the Plan by the
Optionee, the Company will, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, and/or
decree for specific performance, in accordance with the provisions hereof and
thereof. The Administrator has the power to determine what constitutes a breach
or threatened breach of this Option Agreement or the Plan. The Administrator’s
determinations will be final and conclusive and binding upon the Optionee. 

          11.      No
Waiver. No waiver of any breach or condition of this Option Agreement will
be deemed to be a waiver of any other or subsequent breach or condition, whether
of like or different nature. 

          12.      Optionee
Undertaking. The Optionee agrees to take whatever additional actions and
execute whatever additional documents the Company may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Optionee pursuant to the express
provisions of this Option Agreement. 

          13.     
Modification of Rights. The rights of the Optionee are subject to
modification and termination in certain events as provided in this Option
Agreement and the Plan. 

          14.     
Governing Law. This Agreement is governed by, and construed in accordance
with, the laws of the State of Nevada, without giving effect to its conflict or
choice of law principles that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.

          15.      Counterparts;
Facsimile Execution. This Option Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
together 

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constitute one and the same instrument. Facsimile execution and
delivery of this Option Agreement is legal, valid and binding execution and
delivery for all purposes. 

          16.     
Entire Agreement. The Plan, this Option Agreement, and upon execution,
the Exercise Notice, constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee. 

          17.      Severability.
In the event one or more of the provisions of this Option Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provisions
of this Option Agreement, and this Option Agreement will be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


          18.      WAIVER
OF JURY TRIAL. THE OPTIONEE EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS OPTION
AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 

(Remainder of Page Left Blank Intentionally)

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          Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and accepts this Option subject
to all of the terms and provisions thereof. Optionee has reviewed the Plan and
this Option in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option and fully understands all provisions of
the Option. Optionee agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated below. 

	OPTIONEE 	 	LEATT CORPORATION, INC. 
	 	 	 
	 	 	 
	Signature 	 	By 
	 	 	 
	Phil Davy 	 	Sean
      MacDonald 
	Print Name 	 	Print Name 
	 	 	 
	See Notice Page
	 	Chief
      Executive Officer 
	Residence Address 	 	Title 






EXHIBIT A 

2011 EQUITY INCENTIVE PLAN 

EXERCISE NOTICE 

Leatt® Corporation 
50 Kiepersol Crescent 
Atlas Gardens,
Contermanskloof 
Durbanville, 7550, Cape Town 

  Republic of South Africa 

Attention: _______________, _________________

          1.     
Exercise of Option. Effective as of today, _____________, _____, the
undersigned (“Optionee”) elects to exercise Optionee’s option to purchase
_________ shares of the Common Stock (the “Shares”) of Leatt Corporation (the
“Company”) under and pursuant to the Leatt Corporation 2011 Equity Incentive
Plan (the “Plan”) and the Stock Option Agreement dated ____________, ____ (the
“Option Agreement”). 

          2.      Delivery
of Payment. Optionee herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Option Agreement, and any and all
withholding taxes due in connection with the exercise of the Option. 

          3.     
Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions. 

          4.      Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder exists with respect to the Optioned Stock, notwithstanding the
exercise of the Option. Subject to the requirements of Section 6 below, the
Shares will be issued to the Optionee as soon as practicable after the Option is
exercised in accordance with the Option Agreement. No adjustment will be made
for a dividend or other right for which the record date is prior to the date of
issuance except as provided in the Plan. 

          5.      Tax
Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares.
Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice. 

          6.     
Refusal to Transfer. The Company will not (i) transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Exercise Notice, 




or (ii) be required to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares have been so transferred. 

          7.      Successors
and Assigns. The Company may assign any of its rights under this Exercise
Notice to single or multiple assignees, and this Exercise Notice inures to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Exercise Notice is binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns. 

          8.     
Interpretation. Any dispute regarding the interpretation of this Exercise
Notice will be submitted by Optionee or by the Company forthwith to the
Administrator for review at its next regular meeting. The resolution of disputes
by the Administrator will be final and binding on all parties. 

          9.     
Governing Law; Severability. This Exercise Notice is be governed by, and
construed in accordance with, the laws of the State of Nevada, without giving
effect to its conflict or choice of law principles that might otherwise refer
construction or interpretation of this Exercise to the substantive law of
another jurisdiction. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Exercise Notice will continue in full force and effect. 

          10.     
Notices. Any notice required or permitted hereunder will be provided in
writing and deemed effective if provided in the manner specified in the Option
Agreement. 

          11.      Further
Instruments. The parties agree to execute any further instruments and to
take any further action as may be reasonably necessary to carry out the purposes
and intent of the Option Agreement and this Exercise Notice. 

          12.     
Entire Agreement. The Plan and Option Agreement are incorporated herein
by reference. This Exercise Notice, the Plan, and the Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee. 

[Signature Page Follows] 

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	Submitted by: 	 	Accepted by: 
	 	 	 
	 	 	 
	OPTIONEE 	 	LEATT CORPORATION, INC. 
	 	 	 
	 	 	 
	Signature 	 	By 
	 	 	 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	 	 	 
	  	 	Title 
	 	 	 
	 	 	 
	Residence Address 	 	Date Received