Unassociated Document


    Exhibit
      10.14

    
 

    MODIFIED
      AND RESTATED

    STOCK
      OPTION AGREEMENT

    


     

    MODIFIED
      AND RESTATED STOCK OPTION AGREEMENT (the “Agreement”), dated as
      of August 29, 2007, between Global Music International, Inc.,  a
      Florida corporation (the “Company”), and [ ] (the
“Optionee”):

     

    WITNESSETH

     

    WHEREAS,
      the Company granted the Optionee on [], 2007 (the “Grant Date”) a
      non-qualified stock option (the “Original Option”) to acquire ___shares
      of the Company’s common stock  (the “Common Stock”) at an
      exercise price of $1.00 per share which was exercisable during the period
      commencing with the Grant Date through [ ], 2012;

     

    WHEREAS,
      to avoid the imposition of additional tax contemplated by Section 409A of the
      Internal Revenue  Code of 1986, as amended, the Company and the
      Optionee desire, in accordance with transition relief granted in Internal
      Revenue Service Notice 2005-1 as modified by Internal Revenue Service Notice
      2006-79 ,to modify the  Original Option so that its exercise price is
      $2.00 per share, representing the last reported sales price of a share of Common
      Stock on the Original Grant Date  and that as so modified, the
      exercise price shall be further modified in accordance with Treasury Regulation
      Section 1.409A-1(b)(5)(v)(B) (which defines this change as a "modification"
      of a stock right which is treated as a grant of a new stock right as of the
      date
      of the change that does not constitute a deferral of compensation within the
      meaning of Section 409A) so that the exercise price is $1.15 per share,
      reflecting the last reported sales price of a share of Common Stock on August
      29, 2007, the date the Board of Directors of the Company approved the
      modifications described above (the “Modifications”);

     

    WHEREAS,
      other than the Modifications, the terms and conditions of the Original
      Option as amended and restated by this Agreement are identical.

     

    NOW,
      THEREFORE, in consideration of the mutual promises set forth herein,
      and for other good and valuable consideration, the Company and the Optionee
      hereby agree as follows:

     

    1.      Grant.  The
      Company has granted to the Optionee as of the Grant Date a non-qualified stock
      option (the “Option”) to purchase all or any part of an aggregate of
      [__________] shares of the Common Stock  (the
“Shares”).

     

    2.      Number
      of Shares.  This Option shall be exercisable for an aggregate of
      ___________Shares.

     

    3.      Exercise
      Price.  The exercise price shall be $1.15 per share (the
“Exercise Price”).

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    4.      Medium
      and Time of Payment. The Option shall be exercised by a written notice
      signed by the Optionee which identifies this Agreement and states the number
      of
      Shares then being purchased (the “Exercise Notice”), delivered to the
      attention of the Company’s Secretary at the address for the Company as set forth
      in Section 15.  The exercise date shall be the date such notice is
      received by the Company.  The Exercise Notice shall be accompanied by
      the Exercise Price, which is payable either by: (a) cash payment, certified
      or bank check or money order, equal to the aggregate Exercise Price for the
      Shares being purchased;  (b) a certificate(s) representing Common
      Stock owned by the Optionee, if not subject to any restrictions, with a Fair
      Market Value equal to the aggregate Exercise Price for the Shares being
      purchased;  (c) a cashless exercise, pursuant to which
      the  Optionee shall be issued that number of Shares as is determined
      by multiplying the number of Shares being purchased hereunder by a fraction,
      the
      numerator of which shall be the difference between the then Fair Market Value
      of
      the Common Stock and the Exercise Price, and the denominator of which shall
      be
      the then Fair Market Value of the Common Stock; (d) such other manner as may
      be
      authorized by the Board and permitted under applicable law; or (e) by a
      combination of the methods described in clauses (a), (b, (c) and (d) above;
      provided, however, that in the event the Company determines at any time
      or from time to time that any of such exercise procedures may have an
      adverse  impact on  the Company’s financial statements, the
      Company may limit or prohibit the Optionee from using any such method of
      exercise, other than the procedure set forth in Section 4(a). The Exercise
      Notice shall state the method or methods being utilized by the Optionee to
      purchase Shares hereunder. “Fair Market Value” of a share of Common Stock as of
      a specified date shall mean the closing price of a share of  Common
      Stock on the principal securities exchange (including the Nasdaq Stock Market
      and the Over the Counter Bulletin Board) on which such shares are traded on
      the
      day immediately preceding the date as of which Fair Market Value is being
      determined, or on the next preceding date on which such shares are traded if
      no
      shares were traded on such immediately preceding day, or if the shares are
      not
      traded on a securities exchange, Fair Market Value shall be deemed to be the
      average of the high bid and low asked prices of the shares in the market on
      which such shares trade on the day immediately preceding the date as of which
      Fair Market Value is being determined or on the next preceding date on which
      such high bid and low asked prices were recorded.  In no case shall
      Fair Market Value be determined with regard to restrictions other than
      restrictions which, by their terms, will never lapse.  Upon acceptance
      of the Exercise Notice and receipt of payment in full, the Company shall cause
      to be issued a certificate representing the shares of Common Stock so
      purchased.

     

    5.      Term
      and Exercise of the Option.  The Option shall be exercisable
      beginning as of the Original Grant Date and continuing until 5:00 p.m., New
      York
      City time, on [__________] (such date referred to herein as the "Expiration
      Date").

     

    6.      Non-transferability.  The
      Option or any right or interest of the Optionee therein, may not be pledged,
      assigned, hypothecated, encumbered or otherwise transferred or assigned other
      than by will or the laws of descent and distribution and shall be exercisable
      during the lifetime of the Optionee only by the Optionee or his or her guardian
      or legal representative.

     

    7.      Representations
      and Warranties of Optionee.  

     

    (a)          
      Optionee represents and warrants that this Option is being acquired by Optionee
      for Optionee’s personal account, for investment purposes only, and not with a
      view to the distribution, resale or other disposition thereof.

     

    (b)           Optionee
      acknowledges that the Company may issue Shares upon the exercise of the Option
      without registering such Shares under the Securities Act of 1933, as amended
      (the “Securities Act”), on the basis of certain exemptions from such
      registration requirement.  Accordingly, Optionee agrees that his or
      her exercise of the Option may be expressly conditioned upon his or her delivery
      to the Company of an investment certificate including such representations
      and
      undertakings as the Company may reasonably require in order to assure the
      availability of such exemptions, including a representation that Optionee is
      acquiring the Shares for investment and not with a present intention of selling
      or otherwise disposing thereof and an agreement by Optionee that the
      certificates evidencing the Shares may bear a legend indicating such
      non-registration under the Securities Act and the resulting restrictions on
      transfer.  Optionee acknowledges that, because Shares received upon
      exercise of an Option may be unregistered, Optionee may be required to hold
      the
      Shares indefinitely unless they are subsequently registered for resale under
      the
      Securities Act or an exemption from such registration is available.

     

    (c)           Optionee
      hereby acknowledges that, in addition to certain restrictive legends that the
      securities laws of the state in which Optionee resides may require, each
      certificate representing the Shares may be endorsed with the following
      legend:

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”); THEY HAVE BEEN ACQUIRED BY THE
      HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED
      IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      AND ANY APPLICABLE STATE SECURITIES LAW OF RECEIPT BY THE ISSUER OF AN OPINION
      OF COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE ACT AND
      APPLICABLE STATE LAW IS NOT REQUIRED.

     

    8.      Adjustment
      in the Shares and Exercise Price.  If the Shares, as presently
      constituted, shall be changed into or exchanged for a different number or kind
      of shares or other securities of the Company or of another entity (whether
      by
      reason of merger, consolidation, recapitalization, reclassification, split,
      reverse split, combination of shares, or otherwise) or if the number of Shares
      shall be increased through the payment of a share dividend, the Optionee shall
      receive upon exercise of the Option the number and kind of shares or other
      securities into which each outstanding Share shall be so changed, or for which
      each such Share shall be exchanged, or to which each such Share shall be
      entitled, as the case may be.  The exercise price and other terms of
      the Option shall be appropriately amended to reflect the foregoing
      events.  If there shall be any other change in the number or kind of
      the outstanding Shares, or of any shares or other securities into which the
      Shares shall have been changed, or for which the Shares shall have been
      exchanged, then, if the Board of Directors shall, in its sole discretion,
      determine that such change equitably requires an adjustment in the Option,
      such
      adjustment shall be made in accordance with that
      determination.  Notice of any adjustment shall be given by the Company
      to the Optionee.

     

    9.      Stop-Transfer
      Notices.  Optionee understands and agrees that, in order to ensure
      compliance with the restrictions referred to herein, the Company may issue
      appropriate “stop-transfer” instructions to its transfer agent, if any, and
      that, if the Company transfers its own securities, it may make appropriate
      notations to the same effect in its own records.

     

    10.           No
      Limitation on Rights of the Company.  The grant of this Option
      shall not in any way affect the right or power of the Company to make
      adjustments, reclassifications, or changes in its capital or business structure
      or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any
      part
      of its business or assets.

     

    11.           Rights
      as a Shareholder.  The Optionee shall have the rights of a
      shareholder with respect to the Shares covered by the Option only upon becoming
      the holder of record of those Shares.

     

    12.           
      Compliance with Applicable Law; Interpretation of
      Agreement.  

     

    (a)  Notwithstanding
      anything herein to the contrary, the Company shall not be obligated to cause
      to
      be issued or delivered any Shares or certificates evidencing Shares pursuant
      to
      the exercise of the Option, unless and until the Company is advised by its
      counsel that the issuance and delivery of such certificates is in compliance
      with all applicable laws, regulations of governmental authority, and the
      requirements of any exchange upon which Shares are traded.  The
      Company shall in no event be obligated to register any securities pursuant
      to
      the Securities Act (as now in effect or as hereafter amended) or to take any
      other action in order to cause the issuance and delivery of such Shares or
      certificates evidencing Shares to comply with any such law, regulation or
      requirement.  The Board may require, as a condition of the issuance
      and delivery of such Shares and certificates evidencing such Shares and in
      order
      to ensure compliance with such laws, regulations, and requirements, that the
      Optionee make such covenants, agreements, and representations as the Board,
      in
      its sole discretion, considers necessary or desirable.

     

    (b)  The
      Board of Directors shall have full and final authority to construe and interpret
      this Agreement and correct defects, supply omissions and to make all other
      determinations with respect as the Board deems advisable for the administration
      of this Agreement and Option.  The term “Board” as used in this
      Agreement shall include any committee of the Board that is charged with
      administering this Agreement and the Option.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    13.           Agreement
      Not a Contract of Employment.  This Agreement is not a contract of
      employment, and the terms of the engagement of the Optionee or the relationship
      of the Optionee with the Company shall not be affected in any way by this
      Agreement except as specifically provided herein.  The execution of
      this Agreement shall not be construed as conferring any legal rights upon the
      Optionee for a continuation of engagement or relationship with the Company,
      nor
      shall it interfere with the right of the Company or any subsidiary thereof
      to
      discharge the Optionee and to treat him without regard to the effect which
      that
      treatment might have upon him as a Optionee.

     

    14.           Withholding.  The
      Company shall have the right to deduct and withhold from payments or
      distributions of any kind otherwise due to the Optionee any federal, state
      or
      local taxes of any kind required by law to be so deducted and withheld with
      respect to any shares issued upon exercise of the Option.  Subject to
      the prior approval of the Company, which may be withheld by the Company in
      its
      sole discretion, the Optionee may elect to satisfy such obligations, in whole
      or
      in part by (i) causing the Company to withhold Shares  otherwise
      issuable pursuant to the exercise of the Option, (ii) delivering to the Company
      shares of common stock already owned by the Optionee, or (iii) delivering to
      the
      Company cash or a check to the order of the Company in an amount equal to the
      amount required to be so deducted and withheld.  The shares delivered
      in accordance with method (ii) above or withheld in accordance with method
      (i)
      above shall have a Fair Market Value equal to such withholding obligation as
      of
      the date that the amount of tax to be withheld is to be
      determined.  The Optionee who has made (with the Company’s approval)
      an election pursuant to method (i) or (ii) of this Section 14 may only satisfy
      his or her  withholding obligation with shares of Common Stock which
      are not subject to any repurchase, forfeiture, unfulfilled vesting or other
      similar requirements.

     

    15.           Notices.
      All notices, requests and demands given to or made upon the respective parties
      hereto shall be deemed to have been given or made three business days after
      the
      date of mailing when mailed by registered or certified mail, postage prepaid,
      or
      on the date of delivery if delivered by hand, or on the date of delivery by
      facsimile or by Federal Express or other reputable overnight delivery service,
      addressed to the parties at their addresses set forth below (and in the case
      of
      delivery by facsimile transmission, the facsimile number set forth below) or
      to
      such other addresses or facsimile number furnished by notice given in accordance
      with this Section 15:  (a) if to the Company, to Global
      Music International, Inc., 30 Grassy Plain Street, Suite 7, Bethel, CT 06801,
      Attention: Chief Executive Officer, (fax # 203.730.0883) (b) if to the
      Optionee, to [ ].

     

    16.           Governing
      Law.  Except to the extent preempted by Federal law, this
      Agreement shall be construed and enforced in accordance with, and governed
      by,
      Florida law, without regard to the choice of  laws of such
      state.

     

    17.           Entire
      Agreement.  This Agreement contains all of the understandings and
      agreements between the Company and the Optionee concerning this Option and
      supersedes all earlier negotiations and understandings, written or oral, between
      the parties with respect thereto. The Company and the Optionee have made no
      promises, agreements, conditions or understandings either orally or in writing,
      that are not included in the Agreement.

     

    18.           Headings.  The
      headings of Sections and subsections herein are included solely for convenience
      of reference and shall not affect the meaning of any of the provisions of the
      Agreement.

     

    19.           Amendments.
      The Agreement may be amended or modified at any time by an instrument in writing
      signed by the parties hereto.

     

    20.           Counterparts.  This
      Agreement may be signed in any number of counterparts (which may be transmitted
      by facsimile), each of which shall be an original, with the same effect as
      if
      the signatures thereto and hereto were upon the same instrument.  This
      Agreement shall become effective when each party hereto shall have received
      counterparts hereof signed by the other party hereto.

     

    [The
      remainder of this page is intentionally left
      blank.]          

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     IN
      WITNESS WHEREOF, the Company and the Optionee have duly executed this
      Modified and Restated Stock Option Agreement as of the date first written
      above.

     

    GLOBAL
      MUSIC INTERNATIONAL, INC.

    


    By:   __________________________

    James
      Fallacaro, President
      and

          Chief
      Executive Officer

     

         __________________________

    


    
      
         

      

      
        -5-