Common use of Determination of Board to Be Final Clause in Contracts

Determination of Board to Be Final. All adjustments referred to herein will be made by the Board, and its determination as to what adjustments will be made, and the extent thereof, will be final, binding and conclusive. Securities Regulation: Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, AVT Corporation By /s/ Xxxxxxx XxXxxxx ------------------------------- Its Chairman ------------------------------- ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Washington, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: 11/15/00

Determination of Board to Be Final. All adjustments referred to herein will be made by the Board, and its determination as to what adjustments will be made, and the extent thereof, will be final, binding and conclusive. Securities Regulation: Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. thereof Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, AVT Corporation /s/ Xxxxx Xxxxxxxx By /s/ Xxxxxxx XxXxxxx ------------------------------- _________________________ Its Chairman ------------------------------- Chief Executive Officer and President ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Washington, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: 11/15/00December 12, 2000 ---------------------

Determination of Board to Be Final. All adjustments referred to herein will be made by the Board, and its determination as to what adjustments will be made, and the extent thereof, will be final, binding and conclusive. Securities Regulation: Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, AVT Corporation By /s/ Xxxxxxx X. XxXxxxx ------------------------------- ------------------------------------------ Its Chairman ------------------------------- ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Washington, accept the nonqualified stock option described herein. I have read President and understand the Agreement. Dated: 11/15/00Chief Executive Officer ---------------------------------------

Determination of Board to Be Final. All adjustments referred to herein will be made by the Board, and its determination as to what adjustments will be made, and the extent thereof, will be final, binding and conclusive. Securities Regulation: Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, AVT Corporation By /s/ Xxxxxxx X. XxXxxxx ------------------------------- ---------------------- Its Chairman ------------------------------- -------------------- -6- ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Washington, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: 11/15/0011/15/00 ------------