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MSH Entertainment Corp/CA – IPO: ‘S-1’ on 4/4/97 – EX-10.6

As of:  Friday, 4/4/97   ·   Accession #:  898430-97-1403   ·   File #:  333-24575

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/04/97  MSH Entertainment Corp/CA         S-1                   22:704K                                   Donnelley R R & S… 05/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         S-1/ Common Stock - $10,822,500                       95    448K 
 2: EX-1.1      Selling Group Agreement                                7     43K 
 3: EX-3.1      Articles of Incorporation - Msh Entertainment         14     65K 
 4: EX-3.2      Bylaws - Msh Entertainment Corp.                       6     32K 
 5: EX-4.1      Subscription Agreement                                 3     16K 
 6: EX-5.1      Opinion - Glenn Gearhart                               2±    11K 
 7: EX-10.1     Employment Agreement - Msh & Robert Maerz             12     48K 
16: EX-10.10    Cooperation Agreement - Msh & Happy Zone              16     61K 
17: EX-10.11    Promissory Note - Msh & Robert Maerz                   1     10K 
18: EX-10.12    Promissory Note - Msh & Alfred Morgan                  1     10K 
19: EX-10.13    Promissory Note - Msh & Rick Seibold                   1     10K 
20: EX-10.14    Promissory Note - Msh & Jonathan Stathakis             1     10K 
21: EX-10.15    Credit Agreement - Msh & Happy Zone                    3     17K 
 8: EX-10.2     Employment Agreement - Msh & Jonathan Stathakis       12     48K 
 9: EX-10.3     Employment Agreement - Msh & Christopher Haigh         9     47K 
10: EX-10.4     Employment Agreement - Msh & Fred Aurelio             10     43K 
11: EX-10.5     Promissory Note - Christopher Haigh                    2     14K 
12: EX-10.6     Msh - 1996 Stock Option Plan                          12     48K 
13: EX-10.7     Credit Agreement - Msh & Robert Posner                 5     25K 
14: EX-10.8     Cooperation & Warrant Agreement - Msh & Intel         37    160K 
15: EX-10.9     Production Agreement - Msh & Abrams/Gentle            19     75K 
22: EX-27       Financial Data Schedule                                2     10K 


EX-10.6   —   Msh – 1996 Stock Option Plan
Exhibit Table of Contents

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11st Page   -   Filing Submission
12Optionee
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EXHIBIT 10.6 MSH ENTERTAINMENT CORPORATION 1996 Stock Option Plan ---------------------- 1. PURPOSE. The Plan is intended to provide incentive to key employees and ------- directors of the Company, to encourage proprietary interest in the Company, to encourage such key employees to remain in the employ of the Company, and to attract new employees with outstanding qualifications. 2. DEFINITIONS. ----------- (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Committee" shall mean the committee, if any, appointed by the Board in accordance with Section 4 of the Plan. (d) "Common Stock" shall mean the Common Stock of the Company. (e) "Company" shall mean MSH Entertainment Corporation, a Utah corporation. (f) "Disability" shall mean the condition of an Employee who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. (g) "Employee" shall mean an individual who is employed (within the meaning of I.R.S. Code Section 3401 and the regulations thereunder) by the Company. (h) "Exercise Price" shall mean the price per Share of Common Stock, determined by the Board or the Committee, at which an Option may be exercised. (i) "Fair Market Value" shall mean the value of one Share of Common Stock, determined as follows: (1) If the Shares are traded on an exchange, the price at which Shares traded at the close of business on the date of valuation; (2) If the Shares are traded over-the-counter on the NASDAQ System, the closing price if one is available, or the mean between the bid and asked prices at the close of business on the date of valuation; and (3) If neither (1) nor (2) applies, the fair market value of the Shares as determined by the Board or the Committee in good faith. (j) "Option" shall mean any stock option granted pursuant to the Plan.
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(k) "Optionee" shall mean an employee who has received an Option. (l) "Plan" shall mean the MSH Entertainment Corporation. 1996 Stock Option Plan, as it may be amended from time to time. (m) "Purchase Price" shall mean the Exercise Price times the number of Shares with respect to which an Option is exercised. (n) "Retirement" shall mean the voluntary termination of employment by an Employee upon the attainment of age sixty-five and the completion of not less than twenty years of service with the Company. (o) "Share" shall mean one share of Common Stock, adjusted in accordance with Section 9 of the Plan (if applicable). 3. EFFECTIVE DATE. The Plan was adopted by the Board on June 1, 1996, which -------------- shall be the effective date of the Plan. 4. ADMINISTRATION. The Plan shall be administered by the Board, or by a -------------- committee appointed by the Board which shall consist of not less than three members (the "Committee"). The Board shall appoint one of the members of the Committee, if there be one, as Chairman of the Committee. If a Committee has been appointed, the Committee shall hold meetings at such times and places as it may determine. Acts of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The Board, or the Committee if there be one, shall from time to time at its discretion select the Employees or Directors who are to be granted Options, and determine the number of Shares to be granted to each Optionee. A member of the Board or a Committee member shall in no event participate in any determination relating to Options held by or to be granted to such Board or Committee member. The interpretation and construction by the Board, or by the Committee if there be one, of any provision of the Plan or of any Option granted thereunder shall be final. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted thereunder. 5. PARTICIPATION. The Optionees shall be such persons as the Board, or the ------------- Committee if there be one, may select from among the following classes of persons: (a) Employees of the Company (who may be officers, whether or not they are directors); and (b) Directors of the Company.
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6. STOCK. The stock subject to Options granted under the Plan shall be Shares ------ of the Company's authorized but unissued or reacquired Common Stock. The aggregate number of Shares which may be issued upon exercise of Options under the Plan shall not exceed 4,000,000 shares. The number of Shares subject to Options outstanding at any time shall not exceed the number of Shares remanding available for issuance under the Plan. In the event that any outstanding Option for any reason expires or is terminated, the Shares allocable to the unexercised portion of such Option may again be made subject to any Option. The limitations established by this Section 6 shall be subject to adjustment in the manner provided in Section 9 hereof upon the occurrence of an event specified therein. 7. TERMS AND CONDITIONS OF OPTIONS. -------------------------------- (a) Stock Option Agreements. Options shall be evidenced by written stock ------------------------ option agreements in such form as the Board, or the Committee if there be one, shall from time to time determine. Such agreements shall comply with and be subject to the terms and conditions set forth below. (b) Number of Shares. Each Option shall state the number of Shares to ----------------- which it pertains and shall provide for the adjustment thereof in accordance with the provisions of Section 9 hereof. (c) Exercise Price. Each Option shall state the Exercise Price. Except as --------------- otherwise determined by the Board or the Committee, the Exercise Price shall not be less than 85% of the Fair Market Value on the date of grant. (d) Medium and Time of Payment. The Purchase Price shall be payable in --------------------------- full in United States dollars upon the exercise of the Option; provided, however, that unless the applicable Option Agreement provides otherwise, the Purchase Price may be paid (i) by the surrender of Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, or in any combination of cash and Shares, as long as the sum of the cash so paid and the Fair Market Value of the Shares so surrendered equal the Purchase Price, (ii) by cancellation of indebtedness owed by the Company to the Optionee, or (iii) any combination of the foregoing. In the event the Company determines that it is required to withhold state or Federal income tax as a result of the exercise of an Option, as a condition to the exercise thereof, an Employee may be required to make arrangements satisfactory to the Company to enable it to satisfy such withholding requirements. (e) Term and Nontransferability of Options. Each Option shall state the --------------------------------------- time or times, and the conditions upon which, all or part thereof becomes exercisable. No Option shall be exercisable after the expiration of ten years from the date it was granted. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable. In the event of the Optionee's death, the Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution.
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(f) Termination of Employment, Except by Death, Disability or Retirement. --------------------------------------------------------------------- If an Optionee ceases to be an Employee for any reason other than his or her death, Disability or Retirement, such Optionee shall have the right to exercise the Option at any time within ninety days after termination of employment, but only to the extent that, at the date of termination of employment, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable option agreement and had not previously been exercised; provided, however, that if the Optionee was terminated for cause (as determined by the Board of Directors) any Option not exercised in full prior to such termination shall be canceled. For this purpose, the employment relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the sole discretion of the Committee). The foregoing notwithstanding, the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionee's employment. (g) Death of Optionee. If an Optionee dies while employed by the Company, ------------------ or after ceasing to be an Employee but during the period while he or she could have exercised the Option under this Section 7, and has not fully exercised the Option, then the Option may be exercised in full, subject to the restrictions of (e) above, at any time within twelve months after the Optionee's death, by the executors or administrators of his or her estate or by any person or persons who have acquired the Option directly from the Optionee by bequest or inheritance, but only to the extent that, at the date of death the Optionee's right to exercise such Option had accrued and had not been forfeited pursuant to the terms of the applicable Option Agreement and had not previously been exercised. The foregoing notwithstanding, the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionee's employment. (h) Disability of Optionee. If an Optionee ceases to be an Employee by ----------------------- reason of Disability, such Optionee shall have the right, subject to the restrictions of (f) above, to exercise the Option at any time within twelve months after termination of employment, but only to the extent that, at the date of termination of employment, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. The foregoing notwithstanding, the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionee's employment. (i) Retirement of Optionee. If an Optionee ceases to be an Employee by ----------------------- reason of Retirement, such Optionee shall have the right, subject to the restrictions of (e) above, to exercise the Option at any time within ninety days after the date of Retirement, but only to the extent that, at the date of Retirement, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. The foregoing notwithstanding, the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following Retirement of the Optionee.
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(j) Rights as a Stockholder. An Optionee, or a transferee of an Optionee, ------------------------ shall have no rights as a stockholder with respect to any Shares covered by his or her Option until the date of the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 9 hereof. (k) Modification, Extension and Renewal of Option. Within the limitations ---------------------------------------------- of the Plan, the Board, or the Committee if there be one, may modify, extend or renew outstanding Options or accept the cancellation of outstanding Options (to the extent not previously exercised) for the granting of new Options in substitution therefor. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted. (l) Other Provisions. The stock option agreements authorized under the ----------------- Plan may contain such other provisions not inconsistent with the terms of the Plan (including, without limitation, restrictions upon the exercise of the Option) as the Board, or the Committee if there be one, shall deem advisable. 8. TERM OF PLAN. Options may be granted pursuant to the Plan until the ------------ expiration of ten years from the effective date of the Plan. 9. RECAPITALIZATIONS. The number of Shares covered by the Plan as provided in ----------------- Section 6 hereof, the number of Shares covered by each outstanding Option and the Exercise Price thereof shall be proportionately adjusted for any increase of decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Subject to any required action by stockholders, if the Company is the surviving Company in any merger or consolidation, each outstanding Option shall pertain and apply to the securities to which a holder of the number of Shares subject to the Option would have been entitled. In the event of a merger or consolidation in which the Company is not the surviving Company, the date of exercisability of each outstanding Option shall be accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation provides for the assumption of the Option by the successor to the Company. To the extent that the foregoing adjustments relate to securities of the Company, such adjustments shall be made by the Board, or the Committee if there be one, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 9, the Optionee shall have no rights by reason of subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another Company, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option.
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The grant of an Option pursuant to the Plan shall not affect in any way the right or power to the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business assets. 10. SECURITIES LAW REQUIREMENTS. --------------------------- (a) Legality of Issuance. The issuance of any Shares upon the exercise of --------------------- any Option and the grant of any Option shall be contingent upon the following: (1) the Company and the Optionee shall have taken all actions required to register the Shares under the Securities Act of 1933, as amended (the "Act"), and to qualify the Option and the Shares under any and all applicable state securities or "blue sky" laws or regulations, or to perfect an exemption from the respective registration and qualification requirements thereof; (2) any applicable listing requirement of any stock exchange on which the Common Stock is listed shall have been satisfied; and (3) any other applicable provision of state of Federal law shall have been satisfied. (b) Restrictions on Transfer. Regardless of whether the offering and sale ------------------------- of Shares under the plan has been registered under the Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In the event that the sale of Shares under the Plan is not registered under the Act but an exemption is available which required an investment representation or other representation, each Optionee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section shall be conclusive and binding on all persons. Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law. "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."
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(c) Registration or Qualification of Securities. The Company may, but -------------------------------------------- shall not be obligated to register or qualify the issuance of Options and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the issuance of Options or the sale of Shares under the plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its ------------------------- counsel, any legend placed on a stock certificate representing shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. 11. AMENDMENT OF THE PLAN. The Board may from time to time, with respect to --------------------- any Shares at the time not subject to Options, suspend or discontinue the plan or revise or amend it in any respect whatsoever accept that, without the approval of the Company's stockholders, no such revision or amendment shall: (a) Increase the number of Shares subject to the Plan; (b) Change the designation in Section 6 hereof with respect to the classes of persons eligible to receive Options; or (c) Amend this Section to defeat its purpose. 12. EXECUTION. To record the adoption of the Plan in the form set forth above --------- by the Board effective as of the Effective Date, the Company has caused this Plan to be executed in the name and on behalf of the Company where provided below by officers of the Company, thereunto duly authorized. MSH ENTERTAINMENT CORPORATION By: /s/ ROBERT MAERZ ----------------------- Robert Maerz, Chairman By: /s/ ROBERT MAERZ ----------------------- Robert Maerz, Secretary
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MSH ENTERTAINMENT CORPORATION 1996 Stock Option Plan ---------------------- Stock Option Agreement ---------------------- This Agreement is made as of the ____ day of _______ , 1996, by and between MSH Entertainment Corporation, a Utah corporation (the "Company"), and (the "Optionee"). --------------------------------------------------------------- Recitals A. The Board of Directors of the Company has adopted the MSH Entertainment Corporation 1996 Stock Option Plan (the "Plan"); and B. The Plan is to be administered by the Company's Board of Directors or a duly appointed committee of such Board (such committee, or the Board acting in such capacity, being referred to herein as the "Stock Option Committee"); and C. The Stock Option Committee, at a meeting duly held, determined that Optionee should be granted an option under the Plan for the purchase of that number of shares of the Company's Common Stock specified in Section 1 hereof at the price specified in Section 2 hereof, subject to the terms and conditions set forth in the Plan and in this Agreement; NOW, THEREFORE, IT IS AGREED: Section 1. Grant of Option The Company hereby grants to Optionee the right and option to purchase all or any part of an aggregate of __________________ shares of the Company's capital stock, as presently constituted, subject to the terms and conditions of the Plan and as hereinafter set forth. A copy of the Plan has been delivered to Optionee, receipt of which is hereby acknowledged. Except as otherwise expressly provided herein, all of the terms, provisions and conditions of the Plan are hereby made a part hereof for all purposes. To the extent that any provisions of this Agreement are inconsistent with those set forth in the Plan, the provisions of the Plan shall be deemed to be controlling. Section 2. Option Price The option price shall be $________ per share, being at least eighty-five percent (85 %) of the fair market value per share as of the date of this Agreement as determined in the sole discretion of the Stock Option Committee.
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Section 3. When Option May Be Exercised This option shall become exercisable on the dates indicated in the following table as to the number of shares set forth opposite said respective dates less the number of shares previously purchased under this option: [Download Table] Date Number of Shares ---- ---------------- ------------------------ ---------------- ------------------------ ---------------- ------------------------ ---------------- ------------------------ ---------------- ------------------------ ---------------- and such option shall remain exercisable as to all of such shares until and including the tenth anniversary of the date of grant, subject however to the provisions of Sections 5 and 6 hereof. Shares as to which such option becomes exercisable pursuant to the foregoing provision may be purchased at any time thereafter prior to the expiration or termination of the option. Section 4. Option Personal to Optionee. This option may be exercised during the life of Optionee only by the Optionee and may not be assigned, transferred, pledged, hypothecated, sold or otherwise disposed of in whole or in part, either voluntarily or involuntarily. Any attempted assignment, transfer, pledge, hypothecation, sale or other disposition will be void and of no effect, and if voluntarily entered into by Optionee, shall terminate the option. In the event of Optionee's death prior to the full exercise of this option, it may be transferred under Optionee will to, and exercised by, Optionee's personal representative or other such transferee or by operation of the laws of descent and distribution in accordance with Section 6.
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Section 5. Termination of Employment No part of this option may be exercised more than ninety days after the termination of Optionee's employment with the Company except in the case of his death or disability (as defined in Section 105(d) (4) of the I.R.S. Code) during said ninety day period. This option shall in no way confer upon Optionee any rights to remain in the employ of the Company. Except as otherwise provided in this Section 5, the maximum number of shares as to which this option may be exercised during the aforesaid ninety day period following termination of employment shall be the remaining number of shares which Optionee could have purchased, pursuant to Section 3 hereof, on the date of termination of his employment. Section 6. Death or Disability of Optionee If Optionee should die or become disabled within the meaning of Section 105(d)(4) of the I.R.S. Code, while employed by the Company or within any ninety day period after termination of Optionee's employment during which Optionee is entitled to exercise the option pursuant to Section 5 hereof, this option, to the extent not previously exercised and in an amount not exceeding the number of shares Optionee could have purchased hereunder on the date of termination of employment, may be exercised by the Optionee, or if the Optionee has died by his personal representative, heir or legatee, in whole or in part, within twelve months after the Optionee ceases to be an employee of the Company (but not later than the final date set forth in Section 3 hereof). Section 7. Leave of Absence. Military or sick leave shall not be considered a termination of employment for any purpose under this Agreement unless such period exceeds 90 days and the Optionee's right to reemployment is not guaranteed either by statute or by contract, in which case the employment relationship shall be deemed to have terminated on the 91st day of such leave. Section 8. Parents, Subsidiaries and Successors of the Company. All references herein to the Company shall be deemed to include any parent or subsidiary of the Company (as defined in Section 425 of the I.R.S. Code), unless the context shall otherwise require or indicate.
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Section 9. Exercise of Option This option or any portion thereof shall be exercised by written notice delivered to the Company at its then principal offices, setting forth the number of shares with respect to which the option is being exercised, accompanied by the full amount of the purchase price, in the form of a certified or cashier's check, or cash, or stock of the Company with a fair market value equal to the exercise price per share of the option multiplied by the number of shares being purchased, or cancellation of indebtedness of the Company to the Optionee equal to the Exercise Price. Upon receipt of notice and payment as aforesaid, the Company shall promptly make arrangement for the issuance to Optionee of the number of shares as to which this option was exercised; provided, however, that if any law or any regulation of any regulatory agency or other body having jurisdiction shall require any action to be taken in connection with the shares specified in said notice, then the delivery date such shares shall be extended for a period reasonably necessary to permit the Company to take such action. The Company shall not be obligated to issue shares pursuant to the option if counsel for the Company determines that such issuance would or would likely be in violation of any applicable securities laws. The Company reserves the right to require that the Optionee, prior to receipt of the shares, represent and warrant in writing, in form and substance satisfactory to the Company, that the shares purchased are being acquired without any view to the distribution thereof and agree in writing to the imposition of legends on the stock certificates setting forth any restrictions upon disposition under applicable securities laws. Section 10. Fractional Shares Notwithstanding any other provisions herein to the contrary, the Optionee shall in no event be entitled to exercise his option for any fractional shares and any such fractional interests shall be disregarded. Section 11. Adjustment Upon Changes in Capitalization The shares subject to this option shall be subject to equitable and proportionate adjustment by the Stock Option Committee in the manner set forth in Paragraph 9 of the Plan in the event of the occurrence of any of the events specified therein. Section 12. Entire Agreement This Agreement represents the entire understanding between the parties with respect to the subject matter hereof, and supersedes any prior agreements, representations or understandings, including any prior agreements relating to the issuance of stock or stock options.
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IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement as of the date first above written. MSH ENTERTAINMENT CORPORATION By: --------------------------- Robert Maerz, Chairman By: --------------------------- , Secretary OPTIONEE: Sign: ------------------------ Print: ------------------------

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