-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D6Hs4EqpGtjU/7VHl9EYeFsWPnWjtKip6ICM6qklMHWpNsiUxSLZ9tYrwogbIIvr CTjsTCTIbB9okdkcpZPh+Q== 0001019687-08-000115.txt : 20080108 0001019687-08-000115.hdr.sgml : 20080108 20080108171528 ACCESSION NUMBER: 0001019687-08-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070227 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Beverage Solutions, Inc. CENTRAL INDEX KEY: 0001084133 IRS NUMBER: 900093439 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28027 FILM NUMBER: 08518449 BUSINESS ADDRESS: STREET 1: 7633 EAST 63RD PLACE STREET 2: SUITE 220 CITY: TULSA STATE: OK ZIP: 74133 BUSINESS PHONE: 918-459-8469 MAIL ADDRESS: STREET 1: 7633 EAST 63RD PLACE STREET 2: SUITE 220 CITY: TULSA STATE: OK ZIP: 74133 FORMER COMPANY: FORMER CONFORMED NAME: Pacific Peak Investments DATE OF NAME CHANGE: 20050518 FORMER COMPANY: FORMER CONFORMED NAME: BLUETORCH, INC. DATE OF NAME CHANGE: 20040513 FORMER COMPANY: FORMER CONFORMED NAME: AUSSIE APPAREL GROUP LTD DATE OF NAME CHANGE: 20021101 8-K 1 globalbev_8k-010708.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15d OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2007 GLOBAL BEVERAGE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) NEVADA 000-28027 90-0093439 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2 S. UNIVERSITY DR., SUITE 220 PLANTATION, FL 33324 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (954) 473-0850 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS (c) APPOINTMENT OF CHIEF OPERATING OFFICER On February 27, 2007, Global Beverage Solutions, Inc. (the "Company") appointed Brett S. Spitalny, age 56, as its Chief Operating Officer for a term of three years. His primary responsibilities include overseeing the operations of the Company's two subsidiaries: Beverage Networks of Maryland, Inc. and Aqua Maestro, Inc. Prior to joining the Company, Mr. Spitalny was Vice President of Business Development for XStream Beverage Network, Inc., a company that engages in the development, marketing and sale of "new age" beverage category natural sodas, fruit juices and energy drinks in the United States, since April 2006. From January 2004 until April 2006, Mr. Spitalny was a principal investment banker for State Street Securities, a company that provides security lending and securities finance services. From November 2001 until December 2003, he served as a senior investment advisor for Cardinal Capital Management, Inc., a full service broker dealer and registered investment advisor firm. Mr. Spitalny receives a base annual salary of $165,000. Mr. Spitalny also participates in the Global Beverage Solutions, Inc. 2008 Stock Plan and will receive awards described in Item 5.02(e) below under such plan, which information is incorporated in its entirety herein by reference. At the time of this filing, the Company had not entered into an employment agreement with Mr. Spitalny. (e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On January 2, 2008, the Company adopted the Global Beverage Solutions, Inc. 2008 Stock Plan (the "Plan"). The Plan provides for equity compensation in the form of awards of vested stock, restricted stock, and stock options to key employees, officers and directors of the Company and to contractors and other persons or entities that provide services to the Company. The board of directors of the Company (or a committee of the board of directors as may be designated by the board of directors) (the "Board") administers the Plan and determines the awards to be issued under the Plan. The Company has reserved forty million (40,000,000) shares of the Company's common stock to be available for award under the Plan. The Plan is attached hereto as Exhibit 10.1 and incorporated in its entirety herein by reference. Awards under the Plan will be issued pursuant to award agreements, in a form determined by the Board. The Board has adopted the following forms of award agreements to be used in connection with awards under the Plan, which are attached hereto as Exhibits 10.2 and 10.3 and incorporated in their entirety herein by reference: o Global Beverage Solutions, Inc. 2008 Stock Plan Stock Option Grant Agreement (immediate vesting) - stock options granted under this agreement vest immediately; and o Global Beverage Solutions, Inc. 2008 Stock Plan Stock Option Grant Agreement (performance vesting) - options granted under this agreement become conditionally vested based on the achievement of performance goals, to be specified in the individual agreements when awarded. The conditionally vested options fully vest and become exercisable in three equal annual installments, with the first installment occurring on the date the stock options become conditionally vested. On January 2, 2008, the Board approved the award under the Plan of (i) 4,000,000 shares of the Company's common stock, (ii) immediately vesting stock options to purchase 10,710,000 shares of the Company's common stock and (iii) performance vesting stock options to purchase 17,700,000 shares of the Company's common stock. Such Plan awards were made to the Company's employees, officers and directors. Of these Plan awards, Jerry Pearring, the Company's President and Chief Executive Officer, will receive 1,000,000 shares of the Company's common stock, immediately vesting stock options to purchase 5,000,000 shares of the Company's common stock, and performance vesting stock options to purchase 11,000,000 shares of the Company's common stock. Of these Plan awards Brett Spitalny, the Company's Chief Operating Officer, will receive 600,000 shares of the Company's common stock, immediately vesting stock options to purchase 3,000,000 shares of the Company's common stock, and performance vesting stock options to purchase 6,700,000 shares of the Company's common stock. There are two types of performance vesting stock options awarded to Mr. Pearring and Mr. Spitalny. The first type becomes conditionally vested based upon the amount of gross proceeds raised by the Company through certain financings during 2008. One seventh (1/7th) of the options conditionally vest for each $1,000,000 of gross proceeds raised by the Company after the first $1,000,000 are raised. Mr. Pearring will receive stock options to purchase 7,000,000 shares of the Company's common stock of this type of performance vesting stock option, and Mr. Spitalny will receive stock options to purchase 4,200,000 shares of the Company's common stock of this type of performance vesting stock option. The second type of performance vesting stock options awarded to Mr. Pearring and Mr. Spitalny becomes conditionally vested upon the closing of a specified acquisition. Mr. Pearring will receive stock options to purchase 4,000,000 shares of the Company's common stock of this type of performance vesting stock option, and Mr. Spitalny will receive stock options to purchase 2,500,000 shares of the Company's common stock of this type of performance vesting stock option. Under both types of performance vesting stock options, the conditionally vested options become fully vested and exercisable in three equal annual installments, with the first installment occurring on the date that the options become conditionally vested. In addition, the exercise price of all such stock options is $0.012 per share, the closing price of a share of the Company's common stock on January 2, 2008, as reported through the OTC Bulletin Board. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Title ----------- ----- 10.1 Global Beverage Solutions, Inc. 2008 Stock Plan 10.2 Form of Global Beverage Solutions, Inc. 2008 Stock Plan Stock Option Grant Agreement (immediate vesting) 10.3 Form of Global Beverage Solutions, Inc. 2008 Stock Plan Stock Option Grant Agreement (performance vesting) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 8, 2008 GLOBAL BEVERAGE SOLUTIONS, INC. By: /s/ Jerry Pearring ------------------------------------- Jerry Pearring President and Chief Executive Officer EX-10.1 2 globalbev_8k-ex1001.txt 2008 STOCK PLAN EXHIBIT 10.1 GLOBAL BEVERAGE SOLUTIONS, INC. 2008 STOCK PLAN 1. PURPOSE; DEFINITIONS The purpose of the Plan is to support the Company's ongoing efforts to attract and retain persons of exceptional talent to serve the Company and to enable the Company to provide equity incentives to the Company's key employees, officers, directors, contractors, and other service providers. For purposes of the Plan, the following terms are defined as set forth below: (a) "AWARD" means any Stock, Stock Option or Restricted Stock award granted to a key employee, officer, contractor, or other service provider pursuant to this Plan. (b) "BOARD" means the Board of Directors of the Company. (c) "CHANGE IN CONTROL" has the meaning given in Section 6. (d) "COMMITTEE" means the Board of Directors, or a subcommittee thereof, any successor thereto, or such other committee or subcommittee as may be designated by the Board to administer the Plan. (e) "COMPANY" means Global Beverage Solutions, Inc. or any subsidiary or affiliate thereof that is designated by the Committee as participating in the Plan, or any successor thereto. (f) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. (g) "FAIR MARKET VALUE" means, on any date, the value of a share of Stock as determined by the Committee, using a valuation methodology established by the Committee that is consistent with Internal Revenue Code of 1986 Section 409A. Unless otherwise determined by the Committee, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the last trading day prior to the date of the Award (i) in the over-the-counter market, if the Stock is not then listed and traded on a national securities exchange, or (ii) on the national securities exchange on which the Stock is then listed and traded. (h) "INCENTIVE STOCK OPTION" means any Stock Option intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. (i) "NONQUALIFIED STOCK OPTION" means any Stock Option that is not an Incentive Stock Option. (j) "PLAN" means the Global Beverage Solutions, Inc. 2008 Stock Plan, as set forth herein and as it may be amended from time to time. 1 (k) "RESTRICTED PERIOD" means the period during which an Award may not be sold, assigned, transferred, pledged or otherwise encumbered. (l) "RESTRICTED STOCK" means an Award of shares of Stock pursuant to Section 5. (m) "SPREAD VALUE" means, with respect to a share of Stock subject to a Stock Option, an amount equal to the excess, if any, of the Fair Market Value on the date such value is determined, over the Award's exercise price. (n) "STOCK" means the common stock, par value $0.001 per share, of the Company. (o) "STOCK OPTION" means an option granted pursuant to Section 5. 2. ADMINISTRATION The Plan is administered by the Committee, which will have the power to interpret the Plan and to adopt such rules and guidelines for carrying out the Plan as it may deem appropriate. The Committee will have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with the laws, regulations, compensation practices and tax and accounting principles of the jurisdictions in which the Company, or any subsidiary or affiliate may operate to assure the viability of the benefits of Awards made to individuals employed in such jurisdictions and to meet the objectives of the Plan. Subject to the terms of the Plan, the Committee will have the authority to determine those individuals eligible to receive Awards and the amount, type and terms of each Award and to establish and administer any performance goals applicable to such Awards, provided that the Board may elect, prior to the date such determinations are made, to make such determinations subject to ratification by the Board. The Committee may delegate its authority and power under the Plan in whole or in part to one or more officers of the Company, subject to guidelines prescribed by the Committee and approved by the Board, with respect to participants who would not be subject to Section 16 of the Exchange Act if the Stock were registered under Section 12(b) or 12(g) of the Exchange Act. Any determination made by the Committee or pursuant to delegated authority in accordance with the provisions of the Plan with respect to any Award will be made in the sole discretion of the Committee or such delegate, and all decisions made by the Committee, or any appropriately designated officer pursuant to the provisions of the Plan, will be final and binding on all persons, including the Company and Plan participants, provided that the Board may elect, prior to the date such determinations or decisions are made, to make such determinations or decisions subject to ratification by the Board. 2 3. ELIGIBILITY Key employees, officers, and directors of the Company and contractors and other persons or entities that provide services to the Company, as designated by the Committee, are eligible to be granted Awards under the Plan. 4. STOCK SUBJECT TO PLAN The number of shares of Stock reserved and available for distribution pursuant to the Plan will be determined by the Committee, but shall not exceed 20,000,000 shares. Any or all of the authorized shares may be issued pursuant to the exercise of Stock Options awarded under the Plan. If any Award is exercised, is cashed out, terminates, expires, or is forfeited without a payment being made to the participant in the form of unrestricted Stock, the shares subject to such Award, if any, will again be available for distribution in connection with Awards under the Plan. Any shares of Stock that are used by a participant as full or partial payment of withholding or other taxes or as payment for the exercise or conversion price of an Award will thereafter be available for distribution in connection with Awards under the Plan. In the event of any merger, reorganization, consolidation, recapitalization, share exchange, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other change in corporate structure affecting the Stock after adoption of the Plan by the Board, the Committee will make appropriate substitutions or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in the number, kind and price of shares subject to outstanding Awards and in the number of shares reserved and available for distribution pursuant to the Plan, provided, however, that any such substitutions or adjustments will be consistent with the treatment of shares of Stock not subject to the Plan. 5. AWARDS (a) STOCK. The Committee may grant vested Stock Awards at such times and in such amounts as the Committee may designate. (b) RESTRICTED STOCK. The Committee may grant Restricted Stock Awards under the Plan. Shares of Restricted Stock are shares of Stock that are awarded to a participant and that during the Restricted Period may be forfeitable to the Company upon certain conditions. A Restricted Stock Award shall be set forth in an Award agreement that contains the terms and conditions of the Award as determined in the discretion of the Committee, including, but not limited to, provisions regarding vesting, forfeiture, termination of employment, Change in Control, noncompetition, nonsolicitation, and put and/or call rights. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period. Except as provided in this subsection (b) and in the applicable Award agreement, a participant will have all the rights of a holder of Stock, including the rights to receive dividends and to vote during the Restricted Period. Any dividends with respect to Restricted Stock that are payable in stock will be paid in the form of Restricted Stock. 3 (c) STOCK OPTIONS. The Committee may grant Stock Options under the Plan. A Stock Option represents the right to purchase a share of Stock at a predetermined exercise price. The exercise price of a Stock Option may not be less than 100% of the Fair Market Value on the date of grant. A Stock Option Award shall be set forth in an Award agreement that contains the terms and conditions of the Award as determined in the discretion of the Committee, including, but not limited to, provisions regarding exercisability, vesting, expiration, forfeiture, termination of employment, Change in Control, noncompetition, nonsolicitation, and put and/or call rights. Stock Options granted under this Plan may be in the form of Incentive Stock Options or Nonqualified Stock Options, as specified in the Award agreement. Stock Options may not be sold, assigned, transferred, pledged or otherwise encumbered. An option holder will not have any rights of a holder of Stock solely by virtue of holding a Stock Option. The term of each Stock Option will be set forth in the Award agreement, but no Incentive Stock Option may be exercisable more than ten years after the grant date and must have an exercise price at least equal to Fair Market Value on the date of grant. Subject to the applicable Award agreement, Stock Options may be exercised, in whole or in part, by giving written notice of exercise to the Company specifying the number of shares to be purchased. This notice must be accompanied by payment in full of the exercise price by certified or bank check or such other instrument as the Company may accept (including a copy of instructions to a broker or bank acceptable to the Company to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the purchase price). If permitted by the Committee, payment in full or in part may also be made in the form of Stock already owned by the optionee valued at the Fair Market Value on the date the Stock Option is exercised. 6. CHANGE IN CONTROL A "Change in Control" shall be deemed to have occurred if: (a) Any person or group of persons acting together ("Group") becomes the beneficial owner, directly or indirectly, of the Company's Stock representing 50 percent or more of the combined voting power of the Company's then outstanding Stock (other than any Company pension or benefits plan or any Person owning at least five percent of the Stock of the Company as of the effective date of this Plan); (b) There occurs a sale, exchange, transfer, or other disposition in one or in a series of related transactions of all or substantially all of the assets of the Company to another entity, person, or Group, except to an entity controlled directly or indirectly by the Company, to any Company employee pension or benefit plan, or to any person directly or indirectly owning at least five percent of the Stock of the Company as of the effective date of this Plan; (c) There occurs a merger, consolidation, or other reorganization of the Company, unless: (i) The stockholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least 51 percent of the combined voting power of the outstanding voting securities of the entity resulting from such merger, consolidation or reorganization (the "Surviving Business Entity") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization; or 4 (ii) The individuals who were members of the Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least 51 percent of the members of the board of directors of the Surviving Business Entity; or (d) A plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws is adopted. 7. PLAN AMENDMENT AND TERMINATION The Board may amend or terminate the Plan or an Award agreement at any time, provided that no Plan amendment will be made without stockholder approval if such approval is required under applicable law. Except as set forth in any Award agreement, no amendment or termination of the Plan or an Award agreement may materially and adversely affect any outstanding Award under the Plan without the Award recipient's consent. 8. TRANSFERABILITY Except to the extent permitted by the Award agreement, either initially or by subsequent amendment, Awards will not be transferable or assignable other than by will or the laws of descent and distribution, and will be exercisable during the lifetime of the recipient only by the recipient. 9. GENERAL PROVISIONS (a) The Committee may require each recipient acquiring shares of Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Stock in compliance with applicable Federal and state securities laws. The certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. All certificates for shares of Common Stock or other securities delivered under the Plan will be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any national securities exchange upon which the Stock is then listed and any applicable Federal, state or foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (b) Nothing contained in this Plan will prevent the Company, a subsidiary or an affiliate from adopting other or additional compensation arrangements for its employees, contractors, or other service providers. 5 (c) The adoption of the Plan will not confer upon any employee, contractor or other service provider any right to continued employment or engagement by the Company nor will it interfere in any way with the right of the Company, a subsidiary or an affiliate to terminate the employment or engagement of any employee, contractor, or other service provider at any time. (d) No later than the date as of which an amount first becomes includible in the gross income of the Award recipient for Federal income tax purposes with respect to any Award under the Plan, the Award recipient will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. If permitted by the Committee, withholding obligations arising from an Award may be settled with Stock, including Stock that is part of, or is received upon exercise or conversion of, the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditional on such payment or arrangements, and the Company, its subsidiaries and its affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding obligations with Stock. (e) On receipt of written notice of exercise, the Committee may elect to cash out all or a portion of the shares of Stock for which a Stock Option is being exercised by paying the optionee an amount, in cash or Stock, equal to the Spread Value of such shares on the date such notice of exercise is received. (f) The Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the United States and the State of Florida. (g) If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability will not affect the remaining parts of the Plan, and the Plan will be enforced and construed as if such provision had not been included. (h) Any reference in the Plan to a provision of the Exchange Act or other law may be interpreted by the Committee, in its discretion, to encompass any successor provision of the law. (i) The Committee will have full power and authority to interpret, in its sole discretion, the provisions of the Plan and any Award agreements, including the ability to resolve any ambiguities, inconsistencies or omissions, and to determine any and all questions arising under the Plan or such Award agreements. All such interpretations, determinations and decisions of the Committee will be final, conclusive and binding on all persons having an interest under the Plan. (j) The Plan is effective upon the later of its adoption by the Board or, if stockholder approval is required under applicable law, upon stockholder approval of the Plan. 6 EX-10.2 3 globalbev_8k-ex1002.txt GRANT AGREEMENT EXHIBIT 10.2 GLOBAL BEVERAGE SOLUTIONS, INC. 2008 STOCK PLAN STOCK OPTION GRANT AGREEMENT DATE OF GRANT: 1. GRANT OF STOCK OPTION. Subject to the terms and conditions herein and the provisions of the Global Beverage Solutions, Inc. 2008 Stock Plan (the "Plan") and this Stock Option Grant Agreement (the "Agreement"), Global Beverage Solutions, Inc. (the "Company") on the above date has granted to the grantee named below (the "Grantee") the number of options to purchase Stock of the Company shown below (the "Grant"): GRANTEE: OPTIONS: OPTION PRICE: 2. VESTING. The Stock options granted under this Agreement shall be immediately vested and exercisable. 3. EXERCISE PERIOD. After a grant of options to purchase Stock has been made, a Grantee may exercise all or part of such options until the first to occur of: (a) the tenth anniversary of the date of the grant of the options under this Agreement; (b) the first anniversary of the date of Grantee's termination of employment with the Company and all subsidiaries on account of death, Total and Permanent Disability, or Retirement; (c) the first anniversary of the date of Grantee's involuntary termination of employment without Cause; (d) the 60th day following the Grantee's termination of employment with the Company for any reason other than Death, Total and Permanent Disability, Retirement or Involuntary Termination Without Cause; or (e) termination of employment for cause. The Grantee will not be considered to have terminated employment with the Company unless the Grantee's employment with all Affiliates of the Company is also terminated. 4. MANNER OF EXERCISE. A Grantee may exercise an option on a Company business day by delivering or mailing to the Secretary of the Company written notice of the exercise in the form specified by the Board of Directors, along with full payment of the exercise price pursuant to the terms of the Plan. The exercise will be effective on the Company business day stated in the written notice, provided that such date must be on or after the date such notice is received by the Secretary. As soon as practicable after an option is exercised, the Secretary shall cause the appropriate number of shares of Company stock to be issued to Grantee. 5. NONTRANSFERABILITY. Stock options and Stock acquired pursuant to an exercise of options granted under this Agreement shall not be assignable or transferable, except by will or by the laws of descent and distribution. Any distributee by will or by the laws of descent and distribution shall be bound by the provisions of this Agreement. Any attempt to assign, pledge, transfer, hypothecate, or otherwise dispose of such Stock options or Stock and any levy of execution, attachment, or similar process on such Stock options or Stock shall be null and void. 6. ADJUSTMENT. In the event of any merger, reorganization, consolidation, recapitalization, share exchange, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other change in corporate structure affecting the Stock, the Board shall make appropriate substitutions or adjustments in the number, kind and price of options subject to this Grant, provided, however, that any such substitutions or adjustments will be, to the extent deemed appropriate by the Board, consistent with the treatment of shares of Stock not subject to the Plan. 7. NO RIGHT TO EMPLOYMENT. Nothing contained in this Agreement shall confer upon any Grantee any right to the continuation of his employment, agency, or other relationship with the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate, subject to the terms of any separate employment or other agreement to the contrary, at any time to terminate such employment or agreement or to increase or decrease the compensation of the individual from the rate in effect at the time of the grant of Stock options. 8. WITHHOLDING. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for Federal income tax purposes with respect to this Grant, the Grantee will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. If permitted by the Committee, withholding obligations arising from this Grant may be settled with Stock, including Stock that is part of this Grant. The obligations of the Company under this Grant will be conditional on such payment or arrangements, and the Company, its subsidiaries and its affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. 9. ADMINISTRATION AND INTERPRETATION. In consideration of the grant, the Grantee agrees that the Committee shall, subject to the delegation authority described in this Section, have the exclusive power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Grantee, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. The Committee may delegate its interpretive authority to an officer or officers of the Company in accordance with the Plan, and in such event the authority described in this Section shall apply to such officer as if he were a member of, and acting on behalf of, the Committee. 10. DEFINITIONS. For purposes of this Agreement: (a) "Affiliate" means any entity that directly or indirectly controls the Company, is under the control of the Company, or is under common control with the Company, where control refers to ownership of more than 50% of the vote or value of the shares of the underlying entity; (b) "Cause" means: (i) the Grantee has committed a willful, serious act, such as embezzlement, against the Company intending to unjustly enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude, or (ii) the Grantee, in providing services to the Company, is determined by the Company to have engaged in willful, gross neglect or misconduct resulting in material harm to the Company. 2 (c) "Retirement" means Grantee's termination of employment with the Company at age 65 or older with at least five years of service (with the Company or a subsidiary) or, with the approval of the Company, at age 55 or older with at least five years of such service. (d) "Total and Permanent Disability" means a physical or mental condition determined by the Committee to constitute a "Total and Permanent Disability." 11. AMENDMENT. The Board may amend or terminate the Plan or this Agreement at any time, provided that no Plan amendment will be made without stockholder approval if such approval is required under applicable law. No amendment or termination of the Plan or this Agreement may materially and adversely affect this Grant without the Grantee's consent. 12. PLAN BINDING. The Grantee acknowledges receipt of the Plan and acknowledges that the Plan provisions govern the terms of the Stock options to the extent they are not inconsistent with this Agreement. 13. GOVERNING LAW. The provisions of the Plan and this Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Florida, without giving effect to the choice of law principles thereof. IN WITNESS WHEREOF, Global Beverage Solutions, Inc. has caused this Agreement to be executed by an appropriate officer and the Grantee has executed this Agreement, both as of the date of grant shown above. GLOBAL BEVERAGE SOLUTIONS, INC. By: --------------------------------- Dated: ------------------------------ Grantee: ----------------------------- Dated: ------------------------------- 3 EX-10.3 4 globalbev_8k-ex1003.txt GRANT AGREEMENT EXHIBIT 10.3 GLOBAL BEVERAGE SOLUTIONS, INC. 2008 STOCK PLAN STOCK OPTION GRANT AGREEMENT DATE OF GRANT: 1. GRANT OF STOCK OPTION. Subject to the terms and conditions herein and the provisions of the Global Beverage Solutions, Inc. 2008 Stock Plan (the "Plan") and this Stock Option Grant Agreement (the "Agreement"), Global Beverage Solutions, Inc. (the "Company") on the above date has granted to the grantee named below (the "Grantee") the number of options to purchase Stock of the Company shown below: GRANTEE: OPTIONS: OPTION PRICE: 2. PERFORMANCE VESTING. [Options conditionally vest based on specific performance metrics to be inserted for each award agreement] 3. TIME VESTING. Conditionally vested options shall become vested and exercisable in three equal annual installments, beginning on the Conditional Vesting Date. Accordingly, 1/3 of all conditionally vested options shall become exercisable on the Conditional Vesting Date; 1/3 of all conditionally vested options shall become exercisable on the first anniversary of the Conditional Vesting Date; and 1/3 of all conditionally vested options shall become exercisable on the second anniversary of the Conditional Vesting Date. Except as otherwise provided in Section 4 below, options shall vest and become exercisable pursuant to this Section 3 only if the Grantee is employed by the Company on the date that the option becomes fully vested and exercisable (the "Vesting Date"). For example, if the Grantee had been granted 300,000 total options pursuant to this Agreement, and all such options became conditionally vested on December 31, 2008, 1/3 of the conditionally vested options (100,000 options) would become vested and exercisable on December 31, 2008, 100,000 options would become vested and exercisable on December 31, 2009, and 100,000 options would become vested and exercisable on December 31, 2010, provided the Grantee remains employed by the Company on each of the applicable Vesting Dates. 4. TERMINATION OF EMPLOYMENT; FORFEITURE. Except as otherwise provided in this Section 4, Stock options awarded pursuant to this Agreement shall be forfeited upon the date of the Grantee's termination of employment (the "Termination Date"). Vesting pursuant to this Section 4 shall also be referred to as a "Vesting Date." (a) VOLUNTARY TERMINATION ON OR BEFORE DECEMBER 31, 2008. In the event that the Grantee voluntarily terminates employment during 2008 for any reason (including termination by reason of death, Total and Permanent Disability, or Retirement), a portion of the Stock options awarded under this Agreement shall become conditionally vested pursuant to Section 2, based on [the performance goals met pursuant to Section 2] by the Company as of the Termination Date. One-third of such conditionally vested options shall be vested and exercisable by the Grantee as of the Termination Date; the remaining 2/3 of the conditionally vested options shall be forfeited and shall not be exercisable by the Grantee. (b) INVOLUNTARY TERMINATION OR CHANGE IN CONTROL ON OR BEFORE DECEMBER 31, 2008. In the event that the Grantee's employment is terminated by the Company during 2008 other than for Cause, or in the event of a Change in Control (as defined in the Plan) in 2008, a portion of the Stock options awarded under this Agreement shall become vested pursuant to Section 2 based on the [performance goals met pursuant to Section 2] by the Company as of the Termination Date or the date of the Change in Control. The entire amount of such vested options shall be immediately exercisable in accordance with the provisions of the Plan and this Agreement, and such options shall not be subject to the time vesting provisions of Section 3. Any remaining options shall be forfeited and shall not be exercisable by the Grantee. (c) DEATH, TOTAL AND PERMANENT DISABILITY, OR RETIREMENT ON OR AFTER JANUARY 1, 2009. In the event that the Grantee terminates employment on or after January 1, 2009 by reason of death, Total and Permanent Disability, or Retirement, all conditionally vested options held by the Grantee on the Termination Date shall immediately vest and become exercisable in accordance with the provisions of the Plan and this Agreement, and such options shall no longer be subject to the time vesting provisions of Section 3. (d) INVOLUNTARY TERMINATION OR CHANGE IN CONTROL ON OR AFTER JANUARY 1, 2009. In the event that, on or after January 1, 2009, the Grantee's employment is terminated by the Company other than for Cause or a Change in Control occurs, all conditionally vested options held by the Grantee on the Termination Date or the date of such Change in Control shall immediately vest and become exercisable in accordance with the provisions of the Plan and this Agreement, and such options shall no longer be subject to the time vesting provisions of Section 3. 5. EXERCISE PERIOD. After the Vesting Date of an option, the Grantee may exercise the option until the first to occur of: (a) the tenth anniversary of the date of the grant of the options under this Agreement; (b) the first anniversary of the date of the Grantee's termination of employment with the Company on account of death, Total and Permanent Disability, or Retirement; (c) the first anniversary of the date of Grantee's involuntary termination of employment Without Cause; (d) the 60th day following the Grantee's termination of employment with the Company for any reason other than death, Total and Permanent Disability, Retirement or Involuntary Termination Without Cause; or (e) termination of employment for cause. The Grantee will not be considered to have terminated employment with the Company unless the Grantee's employment with all Affiliates of the Company is also terminated. 2 6. MANNER OF EXERCISE. The Grantee may exercise an option on a Company business day by delivering or mailing to the Secretary of the Company written notice of the exercise in the form specified by the Board of Directors, along with full payment of the exercise price pursuant to the terms of the Plan. The exercise will be effective on the Company business day stated in the written notice, provided that such date must be on or after the date such notice is received by the Secretary. As soon as practicable after an option is exercised, the Secretary shall cause the appropriate number of shares of Company stock to be issued to the Grantee. 7. NONTRANSFERABILITY. Stock options awarded pursuant to this Agreement shall not be assignable or transferable, except by will or by the laws of descent and distribution. Any distributee by will or by the laws of descent and distribution shall be bound by the provisions of this Agreement. Any attempt to assign, pledge, transfer, hypothecate, or otherwise dispose of such Stock options and any levy of execution, attachment, or similar process on such Stock options shall be null and void. 8. ADJUSTMENT. In the event of any merger, reorganization, consolidation, recapitalization, share exchange, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other change in corporate structure affecting the Stock, the Board shall make appropriate substitutions or adjustments in the number, kind and price of options subject to this Agreement, provided, however, that any such substitutions or adjustments will be, to the extent deemed appropriate by the Board, consistent with the treatment of shares of Stock not subject to the Plan. 9. NO FRACTIONAL SHARES. No fractional shares shall be issued pursuant to this Agreement. All fractional shares of 0.5 shares or more shall be rounded up to a whole share; all fractional shares of less than 0.5 shall be disregarded. 10. NO RIGHT TO EMPLOYMENT. Nothing contained in this Agreement shall confer upon any Grantee any right to the continuation of his employment, agency, or other relationship with the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate, subject to the terms of any separate employment or other agreement to the contrary, at any time to terminate such employment or agreement or to increase or decrease the compensation of the individual from the rate in effect at the time of the grant of Stock options. 11. WITHHOLDING. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for Federal income tax purposes with respect to this Agreement, the Grantee will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. If permitted by the Committee, withholding obligations arising from an award of options pursuant to this Agreement may be settled with Stock. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, its subsidiaries and its affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. 12. DEFINITIONS. For purposes of this Agreement: (a) "Affiliate" means any entity that directly or indirectly controls the Company, is under the control of the Company, or is under common control with the Company, where control refers to ownership of more than 50% of the vote or value of the shares of the underlying entity; (b) "Cause" means: (i) the Grantee has committed a willful, serious act, such as embezzlement, against the Company intending to unjustly enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude, or (ii) the Grantee, in providing services to the Company, is determined by the Company to have engaged in willful, gross neglect or misconduct resulting in material harm to the Company. 3 (c) "Retirement" means the Grantee's termination of employment with the Company at age 65 or older with at least five years of service (with the Company or a subsidiary) or, with the approval of the Company, at age 55 or older with at least five years of such service. (d) "Total and Permanent Disability" means a physical or mental condition determined by the Committee to constitute a "Total and Permanent Disability." 13. ADMINISTRATION AND INTERPRETATION. In consideration of the grant, the Grantee agrees that the Committee shall, subject to the delegation authority described in this Section, have the exclusive power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan and Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive, and binding upon the Grantee, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. The Committee may delegate its interpretive authority to an officer or officers of the Company in accordance with the Plan, and in such event the authority described in this Section shall apply to such officer as if he were a member of, and acting on behalf of, the Committee. 14. AMENDMENT. The Board may amend or terminate the Plan or this Agreement at any time, provided that no Plan amendment will be made without stockholder approval if such approval is required under applicable law. No amendment or termination of the Plan or this Agreement may materially and adversely affect an award of options pursuant to this Agreement without the Grantee's consent. 15. PLAN BINDING. The Grantee acknowledges receipt of the Plan and acknowledges that the Plan provisions govern the terms of the Stock options to the extent they are not inconsistent with this Agreement. 16. GOVERNING LAW. The provisions of the Plan and this Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Florida, without giving effect to the choice of law principles thereof. 4 IN WITNESS WHEREOF, Global Beverage Solutions, Inc. has caused this Agreement to be executed by an appropriate officer and the Grantee has executed this Agreement, both as of the date of grant shown above. GLOBAL BEVERAGE SOLUTIONS, INC. By: --------------------------------- Dated: ------------------------------ Grantee: ----------------------------- Dated: ------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----