Common use of Grant and Exercise of Options Clause in Contracts

Grant and Exercise of Options. A. In consideration of the Director's service to the Corporation, the Corporation desires to compensate the Director with the right and option to purchase up to, but not exceeding, Eight Thousand (8,000) shares of the Common Stock of the Corporation, one cent ($.01) par value, subject to the provisions of this Director's Agreement (hereinafter referred to as the "Option"), said Option exercisable in accordance with the following schedule: 1. Upon completion of one year of service to the Corporation, said year beginning on the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date (as hereinafter defined) be entitled to exercise his right and option to purchase up to Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar and Fifty Cents ($1.50) per share. 2. Upon completion of the second year of the Director's service to the Corporation, said year beginning one year from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar and Fifty Cents ($1.50) per share. 3. Upon completion of the third year of the Director's service to the Corporation, said year beginning two years from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar and Fifty Cents ($1.50) per share. 4. Upon completion of the fourth year of the Director's service to the Corporation, said year beginning three years from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional and final Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar and Fifty Cents ($1.50) per share. Subject to the provisions of Article III, upon the resignation, removal or death of the Director, or the failure of the Director to be re-elected to the Board of Directors of the Corporation, at any time period to the fourth anniversary of the date of this Director's Agreement, all option rights of the Director (or his personal representative) which, as of the date of such resignation, removal, death or failure to be re-elected to the Board of Directors, he has not become entitled to exercise, shall immediately terminate and be of no further force and effect. B. The Option to be granted to the Director pursuant to this Director's Agreement shall be evidenced by an Option Agreement between the Corporation and the Director, substantially in the form attached hereto as Exhibit A (hereinafter referred to as the "Option Agreement"). The Option provided for in this Director's Agreement will not be considered granted until an Option Agreement evidencing such Option has been executed and delivered by the Corporation and the Director. C. The Option to be granted pursuant to this Director's Agreement may not be transferred, other than by will or the laws of descent and distribution, may not be assigned, pledged or hypothecated in any way, shall not be subject to attachment or similar process, and may be exercised, during the lifetime of the Director, only by him. Upon any attempt to transfer the Option granted pursuant hereto, other than by will or by the laws of descent and distribution, or to assign, pledge, hypothecate, or otherwise dispose of the same contrary to the provisions hereof, or upon the levy of any execution, attachment, or similar process upon such Option, the Option shall immediately become null and void without effect. D. The Option to be granted pursuant to this Director's Agreement, to the extent it becomes exercisable in accordance with the schedule set forth in Paragraph A of this Article II, may be exercised from time to time, but for not less than Two Thousand (2,000) shares of the Common Stock of the Corporation at any one time (unless a lesser number of shares be the maximum number subject to exercise at that time and, if such is the case, the Director must exercise in toto, and not in part, all such shares subject to exercise at that time). The Option to be granted pursuant to this Director's Agreement must be exercised before the close of business on November 30, 2005 (the "Expiration Date") and shall expire and become null and void at that time. E. The Option to be granted pursuant to this Director's Agreement, to the extent it becomes exercisable in accordance with the schedule set forth in Paragraph A of this Article II, may be exercised in accordance with the terms of this Director's Agreement by delivering to the Secretary of the Corporation written notice of exercise, together with payment in the form of cash, certified check, bank draft, or money order payable to the order of Corporation for an amount equal to the total exercise price of that number of shares to be purchased pursuant to the exercise of the Option and a written statement that the shares are being purchased for the Director's own account, for investment only, and not with a view to distribution. This statement will not be required in the event that the offering of securities pursuant to this Director's Agreement is registered under the Securities Act of 1933 and any applicable state securities law. Within thirty (30) days after delivery of notice of exercise as required hereinabove, the Corporation shall cause certificates for the number of shares of the Common Stock of the Corporation with respect to which such Option is exercised to be issued in the name of the Director. F. The shares issued upon the exercise of the Option to be granted pursuant to this Director's Agreement shall be authorized but unissued or reacquired shares of the Common Stock, one cent ($.01) par value, of the Corporation as constituted on the date of this Director's Agreement. In the event that there is any change in the Corporation's shares of Common Stock by way of a stock split, reverse stock split, stock dividend or reclassification of outstanding shares, then the Option to be granted pursuant hereto shall be deemed to cover such shares to the extent that the same would have been issued to the Director had the Option been exercised in its entirety prior to the time of the change, and there shall be a corresponding proportionate adjustment of the exercise price per share set forth herein, so that in the aggregate the exercise price for all shares then covered shall be the same as the aggregate exercise price for the shares remaining subject to such Option immediately prior to the change. G. If and whenever the Director proposes to transfer, sell or dispose of any or all of the shares of Common Stock issued upon the exercise of the Option, or part thereof, to be granted pursuant thereto, he will first offer to sell such shares to the Corporation at fair market value. If the Corporation's Common Stock is publicly traded at that time, its fair market value shall equal the current bid price. If the Corporation's Common Stock is not publicly traded at that time, the fair market value shall be determined by mutual agreement of the Director and the Corporation. In the event that the Director and Corporation are unable to mutually agree upon the fair market value of the Common Stock of the Corporation, they hereby agree to submit that determination to arbitration in accordance with the rules then pertaining of the American Arbitration Association. The Director's offer to the Corporation shall be in writing and unless sooner rejected shall remain open for thirty (30) days from the date of its receipt by the Corporation. If the offer is not accepted by the Corporation as to all of the shares so offered, the Director shall be free otherwise to dispose of the shares not purchased by the Corporation, provided that such disposition is otherwise permitted under the provisions of this Director's Agreement. H. The Director shall not be deemed for any purpose to be a stockholder of the Corporation with respect to any shares as to which the Option to be granted has not been exercised with payment and issue made as provided herein.

Grant and Exercise of Options. A. In consideration of the Director's service to the Corporation, the Corporation desires to compensate the Director with the right and option to purchase up to, but not exceeding, Eight Thousand (8,000) shares of the Common Stock of the Corporation, one cent ($.01) par value, subject to the provisions of this Director's Agreement (hereinafter referred to as the "Option"), said Option exercisable in accordance with the following schedule: 1. Upon completion of one year of service to the Corporation, said year beginning on the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date (as hereinafter defined) be entitled to exercise his right and option to purchase up to Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Five dollars and Fifty Cents Eighteen and Three Quarters cents ($1.505.1875) per share. 2. Upon completion of the second year of the Director's service to the Corporation, said year beginning one year from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Five dollars and Fifty Cents Eighteen and Three Quarters cents ($1.505.1875) per share. 3. Upon completion of the third year of the Director's service to the Corporation, said year beginning two years from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar and Fifty Cents ($1.50) per share.) 4. Upon completion of the fourth year of the Director's service to the Corporation, said year beginning three years from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional and final Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Five dollars and Fifty Cents Eighteen and Three Quarters cents ($1.505.1875) per share. Subject to the provisions of Article III, upon the resignation, removal or death of the Director, or the failure of the Director to be re-elected to the Board of Directors of the Corporation, at any time period to the fourth anniversary of the date of this Director's Agreement, all option rights of the Director (or his personal representative) which, as of the date of such resignation, removal, death or failure to be re-elected to the Board of Directors, he has not become entitled to exercise, shall immediately terminate and be of no further force and effect. B. The Option to be granted to the Director pursuant to this Director's Agreement shall be evidenced by an Option Agreement between the Corporation and the Director, substantially in the form attached hereto as Exhibit A (hereinafter referred to as the "Option Agreement"). The Option provided for in this Director's Agreement will not be considered granted until an Option Agreement evidencing such Option has been executed and delivered by the Corporation and the Director. C. The Option to be granted pursuant to this Director's Agreement may not be transferred, other than by will or the laws of descent and distribution, may not be assigned, pledged or hypothecated in any way, shall not be subject to attachment or similar process, and may be exercised, during the lifetime of the Director, only by him. Upon any attempt to transfer the Option granted pursuant hereto, other than by will or by the laws of descent and distribution, or to assign, pledge, hypothecate, or 3 otherwise dispose of the same contrary to the provisions hereof, or upon the levy of any execution, attachment, or similar process upon such Option, the Option shall immediately become null and void without effect. D. The Option to be granted pursuant to this Director's Agreement, to the extent it becomes exercisable in accordance with the schedule set forth in Paragraph A of this Article II, may be exercised from time to time, but for not less than Two Thousand (2,000) shares of the Common Stock of the Corporation at any one time (unless a lesser number of shares be the maximum number subject to exercise at that time and, if such is the case, the Director must exercise in toto, and not in part, all such shares subject to exercise at that time). The Option to be granted pursuant to this Director's Agreement must be exercised before the close of business on November 30, 2005 March 21 2007 (the "Expiration Date") and shall expire and become null and void at that time. E. The Option to be granted pursuant to this Director's Agreement, to the extent it becomes exercisable in accordance with the schedule set forth in Paragraph A of this Article II, may be exercised in accordance with the terms of this Director's Agreement by delivering to the Secretary of the Corporation written notice of exercise, together with payment in the form of cash, certified check, bank draft, or money order payable to the order of Corporation for an amount equal to the total exercise price of that number of shares to be purchased pursuant to the exercise of the Option and a written statement that the shares are being purchased for the Director's own account, for investment only, and not with a view to distribution. This statement will not be required in the event that the offering of securities pursuant to this Director's Agreement is registered under the Securities Act of 1933 and any applicable state securities law. Within thirty (30) days after delivery of notice of exercise as required hereinabove, the Corporation shall cause certificates for the number of shares of the Common Stock of the Corporation with respect to which such Option is exercised to be issued in the name of the Director. F. The shares issued upon the exercise of the Option to be granted pursuant to this Director's Agreement shall be authorized but unissued or reacquired shares of the Common Stock, one cent ($.01) par value, of the Corporation as constituted on the date of this Director's Agreement. In the event that there is any change in the Corporation's shares of Common Stock by way of a stock split, reverse stock split, stock dividend or reclassification of outstanding shares, then the Option to be granted pursuant hereto shall be deemed to cover such shares to the extent that the same would have been issued to the Director had the Option been exercised in its entirety prior to the time of the change, and there shall be a corresponding proportionate adjustment of the exercise price per share set forth herein, so that in the aggregate the exercise price for all shares then covered shall be the same as the aggregate exercise price for the shares remaining subject to such Option immediately prior to the change. G. If and whenever the Director proposes to transfer, sell or dispose of any or all of the shares of Common Stock issued upon the exercise of the Option, or part thereof, to be granted pursuant thereto, he will first offer to sell such shares to the Corporation at fair market value. If the Corporation's Common Stock is publicly traded at that time, its fair market value shall equal the current bid price. If the Corporation's Common Stock is not publicly traded at that time, the fair market value shall be determined by mutual agreement of the Director and the Corporation. In the event that the Director and Corporation are unable to mutually agree upon the fair market value of the Common Stock of the Corporation, they hereby agree to submit that determination to arbitration in accordance with the rules then pertaining of the American Arbitration Association. The Director's offer to the Corporation shall be in writing and unless sooner rejected shall remain open for thirty (30) days from the date of its receipt by the Corporation. If the offer is not accepted by the Corporation as to all of the shares so offered, the Director shall be free otherwise to dispose of the shares not purchased by the Corporation, provided that such disposition is otherwise permitted under the provisions of this Director's Agreement. H. The Director shall not be deemed for any purpose to be a stockholder of the Corporation with respect to any shares as to which the Option to be granted has not been exercised with payment and issue made as provided herein.

Grant and Exercise of Options. A. In consideration of the Director's service to the Corporation, the Corporation desires to compensate the Director with the right and option to purchase up to, but not exceeding, Eight Thousand (8,000) shares of the Common Stock of the Corporation, one cent ($.01) par value, subject to the provisions of this Director's Agreement (hereinafter referred to as the "Option"), said Option exercisable in accordance with the following schedule: 1. Upon completion of one year of service to the Corporation, said year beginning on the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date (as hereinafter defined) be entitled to exercise his right and option to purchase up to Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Three Dollars and Fifty Twelve and One-Half Cents ($1.503.125) per share. 2. Upon completion of the second year of the Director's service to the Corporation, said year beginning one year from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Three Dollars and Fifty Twelve and One-Half Cents ($1.503.125) per share. 3. Upon completion of the third year of the Director's service to the Corporation, said year beginning two years from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Three Dollars and Fifty Twelve and One-Half Cents ($1.503.125) per share. 4. Upon completion of the fourth year of the Director's service to the Corporation, said year beginning three years from the date of this Director's Agreement and ending one year thereafter, the Director shall, from and after that time and until the Expiration Date, be entitled to exercise his right and option to purchase an additional and final Two Thousand (2,000) shares of the Corporation's Common Stock at an exercise price of One Dollar Three Dollars and Fifty Twelve and One-Half Cents ($1.503.125) per share. Subject to the provisions of Article III, upon the resignation, removal or death of the Director, or the failure of the Director to be re-elected to the Board of Directors of the Corporation, at any time period to the fourth anniversary of the date of this Director's Agreement, all option rights of the Director (or his personal representative) which, as of the date of such resignation, removal, death or failure to be re-elected to the Board of Directors, he has not become entitled to exercise, shall immediately terminate and be of no further force and effect. B. The Option to be granted to the Director pursuant to this Director's Agreement shall be evidenced by an Option Agreement between the Corporation and the Director, substantially in the form attached hereto as Exhibit A (hereinafter referred to as the "Option Agreement"). The Option provided for in this Director's Agreement will not be considered granted until an Option Agreement evidencing such Option has been executed and delivered by the Corporation and the Director. C. The Option to be granted pursuant to this Director's Agreement may not be transferred, other than by will or the laws of descent and distribution, may not be assigned, pledged or hypothecated in any way, shall not be subject to attachment or similar process, and may be exercised, during the lifetime of the Director, only by him. Upon any attempt to transfer the Option granted pursuant hereto, other than by will or by the laws of descent and distribution, or to assign, pledge, hypothecate, or otherwise dispose of the same contrary to the provisions hereof, or upon the levy of any execution, attachment, or similar process upon such Option, the Option shall immediately become null and void without effect. D. The Option to be granted pursuant to this Director's Agreement, to the extent it becomes exercisable in accordance with the schedule set forth in Paragraph A of this Article II, may be exercised from time to time, but for not less than Two Thousand (2,000) shares of the Common Stock of the Corporation at any one time (unless a lesser number of shares be the maximum number subject to exercise at that time and, if such is the case, the Director must exercise in toto, and not in part, all such shares subject to exercise at that time). The Option to be granted pursuant to this Director's Agreement must be exercised before the close of business on November 3018, 2005 2006 (the "Expiration Date") and shall expire and become null and void at that time. E. The Option to be granted pursuant to this Director's Agreement, to the extent it becomes exercisable in accordance with the schedule set forth in Paragraph A of this Article II, may be exercised in accordance with the terms of this Director's Agreement by delivering to the Secretary of the Corporation written notice of exercise, together with payment in the form of cash, certified check, bank draft, or money order payable to the order of Corporation for an amount equal to the total exercise price of that number of shares to be purchased pursuant to the exercise of the Option and a written statement that the shares are being purchased for the Director's own account, for investment only, and not with a view to distribution. This statement will not be required in the event that the offering of securities pursuant to this Director's Agreement is registered under the Securities Act of 1933 and any applicable state securities law. Within thirty (30) days after delivery of notice of exercise as required hereinabove, the Corporation shall cause certificates for the number of shares of the Common Stock of the Corporation with respect to which such Option is exercised to be issued in the name of the Director. F. The shares issued upon the exercise of the Option to be granted pursuant to this Director's Agreement shall be authorized but unissued or reacquired shares of the Common Stock, one cent ($.01) par value, of the Corporation as constituted on the date of this Director's Agreement. In the event that there is any change in the Corporation's shares of Common Stock by way of a stock split, reverse stock split, stock dividend or reclassification of outstanding shares, then the Option to be granted pursuant hereto shall be deemed to cover such shares to the extent that the same would have been issued to the Director had the Option been exercised in its entirety prior to the time of the change, and there shall be a corresponding proportionate adjustment of the exercise price per share set forth herein, so that in the aggregate the exercise price for all shares then covered shall be the same as the aggregate exercise price for the shares remaining subject to such Option immediately prior to the change. G. If and whenever the Director proposes to transfer, sell or dispose of any or all of the shares of Common Stock issued upon the exercise of the Option, or part thereof, to be granted pursuant thereto, he will first offer to sell such shares to the Corporation at fair market value. If the Corporation's Common Stock is publicly traded at that time, its fair market value shall equal the current bid price. If the Corporation's Common Stock is not publicly traded at that time, the fair market value shall be determined by mutual agreement of the Director and the Corporation. In the event that the Director and Corporation are unable to mutually agree upon the fair market value of the Common Stock of the Corporation, they hereby agree to submit that determination to arbitration in accordance with the rules then pertaining of the American Arbitration Association. The Director's offer to the Corporation shall be in writing and unless sooner rejected shall remain open for thirty (30) days from the date of its receipt by the Corporation. If the offer is not accepted by the Corporation as to all of the shares so offered, the Director shall be free otherwise to dispose of the shares not purchased by the Corporation, provided that such disposition is otherwise permitted under the provisions of this Director's Agreement. H. The Director shall not be deemed for any purpose to be a stockholder of the Corporation with respect to any shares as to which the Option to be granted has not been exercised with payment and issue made as provided herein.'s