exv10w2






Exhibit 10.2




PREMIER EXHIBITIONS, INC.

2009 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




Notice of Stock Option Grant




     Premier Exhibitions, Inc., a Florida corporation (the “Company”), grants to the Participant
named below, in accordance with the terms of the Premier Exhibitions, Inc. 2009 Equity Incentive
Plan (the “Plan”) and this Nonqualified Stock Option Agreement (the “Agreement”), an option (the
“Option”) to purchase the number of Shares at the exercise price per share (“Exercise Price”) as
follows:



	 	 	 
	Name of Participant:

	 	Christopher J. Davino
	 
	 	 
	Number of Shares:

	 	1,170,000 Shares
	 
	 	 
	Exercise Price:

	 	$0.69 per share
	 
	 	 
	Date of Grant:

	 	September 3, 2009






Terms of Agreement




     1. Grant of Option. Subject to and upon the terms, conditions and restrictions set forth in
this Agreement and in the Plan, the Company hereby grants to the Participant as of the Date of
Grant the Option to purchase the number of Shares at the Exercise Price as set forth above. This
Option is intended to be a nonqualified stock option and shall not be treated as an “incentive
stock option” within the meaning of that term under Section 422 of the Code.



     2. Vesting of Option.



          (a) Unless and until terminated as hereinafter provided, the Option shall vest and become
exercisable if the Participant shall have remained in the continuous employ of the Company or a
Subsidiary through the vesting dates set forth below with respect to the portion of Shares set
forth next to such date:




	 	 	 
	 	 	Portion of Shares Vested
	Vesting Date	 	and Exercisable
	August 28, 2010
	 	1/3
	 
	 	 
	August 28, 2011
	 	1/3
	 
	 	 
	August 28, 2012
	 	1/3






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          (b) Notwithstanding the provisions of Section 2(a), the Option will become immediately
exercisable in full if, prior to the date the Stock Option becomes fully vested and exercisable
pursuant to Section 2(a), and while the Participant is in the employ of the Company and its
Subsidiaries, the Participant dies or becomes disabled (defined by reference to the Employment
Agreement between the Participant and the Company dated as of September 3, 2009, as the same may be
amended from time to time by the parties (the “Employment Agreement”)) or a Change in Control
occurs.




          (c) In addition, the Option will vest in accordance with the terms of Section 5(a) of the
Employment Agreement, if and to the extent the applicable provisions under Section 5(a) of the
Employment Agreement are triggered.




          (d) For purposes of this Agreement, the continuous employment of the Participant with the
Company and its Subsidiaries shall not be deemed to have been interrupted, and the Participant
shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason
of the transfer of his employment among the Company and its Subsidiaries or a leave of absence or
layoff approved by the Committee.




     3. Forfeiture of Option. To the extent that the Option has not yet vested pursuant to Section
2 above, it shall be forfeited automatically without further action or notice if the Participant
ceases to be employed by the Company and its Subsidiaries prior to the Vesting Date other than as
provided in Section 2(b) or (c).



     4. Exercise of Option.



          (a) To the extent that the Option becomes vested and exercisable in accordance with this
Agreement, it may be exercised in whole or in part from time to time by written notice to the
Company or its designee stating the number of Shares for which the Option is being exercised (which
number must be a whole number), the intended manner of payment, and such other provisions as may be
required by the Company or its designee. The Option may be exercised, during the lifetime of the
Participant, only by the Participant, or in the event of his legal incapacity, by his guardian or
legal representative acting on behalf of the Participant in a fiduciary capacity under state law
and court supervision. If the Participant dies before the expiration of the Option, all or part of
this Option may be exercised (prior to expiration) by the personal representative of the
Participant or by any person who has acquired this Option directly from the Participant by will,
bequest or inheritance, but only to the extent that the Option was vested and exercisable upon the
Participant’s death.




          (b) The Exercise Price is payable (i) in cash or by certified or cashier’s check or other cash
equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of
Shares (including by attestation) owned by the Participant having an aggregate Fair Market Value at
the time of exercise equal to the total Exercise Price, (iii) a cashless broker-assisted exercise
that complies with all Applicable Laws, or (iv) by a combination of the foregoing methods.




     5. Term of Option. The Option will terminate on the earliest of the following dates:



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          (a) One year after the Participant ceases to be an employee of the Company or any Subsidiary
as a result of his death or permanent disability (defined by reference to the Company’s long-term
disability plan covering the Participant);




          (b) Two years after the Participant’s employment terminates under the circumstances described
in Section 5(a) of the Employment Agreement (such period to be tolled pending final determination
of any controversy, dispute, disagreement, difference or claim arising out of, under, in connection
with or related to the Employment Agreement);




          (c) Ninety days after the Participant ceases to be an employee of the Company or any
Subsidiary for any reason other than as described in Section 5(a) or 5(b) herein (such period to be
tolled pending final determination of any controversy, dispute, disagreement, difference or claim
arising out of, under, in connection with or related to the Employment Agreement); or




          (d) The tenth anniversary of the Date of Grant.




          Notwithstanding the foregoing provisions of this Section 5, the period during which the Option
can be exercised after a termination of employment subject to Sections 5(a), (b), or (c) above will
automatically be extended if, on the scheduled expiration date of such Option as set forth above,
the Participant cannot exercise the Option because such an exercise would violate an applicable
Federal, state, local, or foreign law; provided, however, that such period shall not extend beyond
the earlier of (i) thirty days after the exercise of the Option first would no longer violate an
applicable Federal, state, local, and foreign law, or (ii) the tenth anniversary of the Date of
Grant.




     6. Delivery of Shares. Subject to the terms and conditions of this Agreement, Shares shall be
issuable to the Participant as soon as administratively practicable following the date the
Participant (a) exercises the Option in accordance with Section 4 hereof, (b) makes full payment to
the Company or its designee of the Exercise Price and (c) makes arrangements satisfactory to the
Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes
related to the exercise of the Option. The Participant shall not possess any incidents of
ownership (including, without limitation, dividend and voting rights) in the Shares until such
Shares have been issued to the Participant in accordance with this Section 6.



     7. Transferability. The Option may not be sold, exchanged, assigned, transferred, pledged,
encumbered or otherwise disposed of by the Participant; provided, however, that the
Participant’s rights with respect to such Option may be transferred by will or pursuant to the laws
of descent and distribution. Any purported transfer or encumbrance in violation of the provisions
of this Section 7 shall be void, and the other party to any such purported transaction shall not
obtain any rights to or interest in such Option.



     8. Taxes and Withholding. The Participant is responsible for payment of any federal, state,
local or other taxes which must be withheld upon the exercise of the Option, and the Participant
must promptly pay to the Company (or a Subsidiary, if applicable) any such
taxes. The Company and its Subsidiaries are authorized to deduct from any payment owed to the
Participant any taxes required to be withheld with respect to the exercise of the Option, including



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social security and Medicare (FICA) taxes and federal, state, local or other income tax with
respect to income arising from the exercise of the Option. The Company shall have the right to
require the payment of any such taxes before issuing any Shares pursuant to an exercise of the
Option. In lieu of all or any part of a cash payment, the Participant may elect, in accordance
with procedures established by the Company, to have the Company withhold a portion of the Shares
that otherwise would be issued to the Participant upon exercise of the Option having a Fair Market
Value equal to the minimum amount required to be withheld. Any fractional Share amount due
relating to such tax withholding will be rounded up to the nearest whole Share and the additional
amount will be added to the Participant’s federal withholding.



     9. Compliance with Law. The Company shall comply with all applicable federal and state
securities laws and listing requirements of the NASDAQ Global Market or any other national
securities exchange, as applicable, with respect to the Option.



     10. Adjustments. The Exercise Price and the number and kind of shares of stock covered by
this Agreement shall be subject to adjustment as provided in Section 15 of the Plan.



     11. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement
upon written notice to the Participant. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding
the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the
Participant under this Agreement without the Participant’s consent unless otherwise provided in the
Plan.



     12. Severability. In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall
be deemed to be separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.



     13. Relation to Plan. The Option granted under this Agreement and all the terms and
conditions hereof are subject to the terms and conditions of the Plan and the Employment Agreement.
This Agreement, the Employment Agreement and the Plan contain the entire agreement and
understanding of the parties with respect to the subject matter contained in this Agreement, and
supersede all prior written or oral communications, representations and negotiations in respect
thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan,
the Plan shall govern (and in the event of any inconsistency between this Agreement or the Plan and
the Employment Agreement, the Employment Agreement shall govern). Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan. The Committee acting
pursuant to the Plan, as constituted from time to time, shall, except as expressly provided
otherwise herein or in the Plan, have the right to determine any questions which arise in
connection with the grant or exercise of the Option. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all
persons.



     14. Successors and Assigns. Without limiting Section 7 hereof, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors, administrators,
heirs, legal representatives and assigns of the Participant, and the successors and assigns of the
Company.



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     15. Governing Law. The interpretation, performance, and enforcement of this Agreement shall
be governed by the laws of the State of Georgia, without giving effect to the principles of
conflict of laws thereof.



     16. Relation to Other Benefits. Any economic or other benefit to the Participant under this
Agreement or the Plan shall not be taken into account in determining any benefits to which the
Participant may be entitled under any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan covering employees of
the Company or a Subsidiary.



     17. Use of Participant’s Information. Information about the Participant and the Participant’s
participation in the Plan may be collected, recorded and held, used and disclosed for any purpose
related to the administration of the Plan. The Participant understands that such processing of
this information may need to be carried out by the Company and its Subsidiaries and by third party
administrators whether such persons are located within the Participant’s country or elsewhere,
including the United States of America. The Participant consents to the processing of information
relating to the Participant and the Participant’s participation in the Plan in any one or more of
the ways referred to above.



     18. Electronic Delivery. The Participant hereby consents and agrees to electronic delivery of
any documents that the Company may elect to deliver (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account statements, annual and
quarterly reports, and all other forms of communications) in connection with this and any other
award made or offered under the Plan; provided that written copies of any and all materials
referred to above will be delivered to the Participant in accordance with the provisions of Section
14 of the Employment Agreement at no charge. The Participant hereby consents to any and all
procedures the Company has established or may establish for an electronic signature system for
delivery and acceptance of any such documents that the Company may elect to deliver, and agrees
that his or her electronic signature is the same as, and shall have the same force and effect as,
his or her manual signature. The Participant consents and agrees that any such procedures and
delivery may be effected by a third party engaged by the Company to provide administrative services
related to the Plan.



(Signatures are on the following page)




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and the Participant has also executed this Agreement, as of the Date of
Grant.



	 	 	 	 	 	 	 
	 	 	PREMIER EXHIBITIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John A. Stone
 

John A. Stone
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






     The undersigned hereby acknowledges receipt of a copy of the Plan Summary and Prospectus, and
the Company’s most recent Annual Report and Proxy Statement (the “Prospectus Information”). The
Participant represents that he or she is familiar with the terms and provisions of the Prospectus
Information and hereby accepts the Option on the terms and conditions set forth herein and in the
Plan.



	 	 	 	 	 
	 

	 	/s/ Christopher J. Davino
 

Participant
	 	 
	 
	 	 	 	 
	 

	 	Date: September 3, 2009	 	 







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