Janel World Trade, Ltd. Stock Option Agreement
EXHIBIT 10.5
Xxxxx World Trade, Ltd.
This agreement, is made as of this 10th day of September, 2014, by and between Xxxxx World Trade, Ltd., a Nevada corporation (hereinafter called the “Company”), and Xxxx Xxxxxx Xxxxxxxx II (hereinafter called the “Optionee”).
The Board of Directors of the Company considers it desirable and in the Company’s best interest that the Optionee be given an opportunity to purchase shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) to provide an incentive for the Optionee to accept employment with the Company and to promote the success of the Company.
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
2. Period of Exercise of Option.
(a) The option will be vest and become exercisable, from time to time, as follows: On each of the first and second anniversaries of the date hereof, the Option may be exercised to purchase Six Hundred Thousand Six Hundred Sixty-seven (666,667) Shares, and on the third anniversary of the date hereof, the Option may be exercised to purchase Six Hundred Thousand Six Hundred Sixty-six (666,666) Shares (each such anniversary date being hereinafter referred to as the “Vesting Date”), in each case together with the number of Shares which Optionee was theretofore entitled to purchase, except as provided in subparagraphs (b) and (c) below, provided the Optionee’s employment with the Company or any of its subsidiaries is not terminated by the Company or the Optionee prior to the Vesting Date.
(b) All unvested options will terminate, be forfeited and will lapse immediately upon the termination of the Optionee’s employment with the Company and its subsidiaries, for any reason, prior to a Vesting Date. In addition, all unexercised options will terminate, be forfeited and will lapse immediately upon the termination of the Optionee’s employment with the Company and its subsidiaries, for any reason, (i) if, following any Vesting Date, the Optionee’s employment with the Company or any of its subsidiaries is terminated because the Optionee is discharged for dishonesty, commission of a felony or the intentional committing of an act which has a material adverse effect or impact upon the Company or any of its subsidiaries, such as his disclosing Company confidential information or trade secrets to an unauthorized person or persons, or (ii) if the Optionee accepts employment with a competitor of the Company or any of its subsidiaries, without the consent of the Company.
(c) If, following a Vesting Date, the Optionee’s employment with the Company and its subsidiaries is terminated for any reason other than as set forth in subparagraph (b)(i) or (ii) above, the Optionee may exercise, subject to the provisions of subparagraphs (a) and (b) above, any unexercised options for a period of ninety (90) days after the date of the termination of his employment with the Company and its subsidiaries; provided, however, that if the Optionee’s employment with the Company or any of its subsidiaries is terminated by reason of his death, the Optionee’s personal representatives, estate or heirs (as the case may be) may exercise, subject to the provisions of subparagraph (a) above, any unexercised options for a period of one hundred eighty (180) days after the date of the Optionee’s death.
“The shares represented by this Certificate have not been registered under the Securities Act of 1933 and may be offered or sole only if registered under the provisions of that Act or if an exemption from registration is available.”
The Company shall not be required to transfer or deliver any certificate or certificates for Shares purchased upon any such exercise of said option: (a) until after compliance with all then applicable requirements of law; and (b) prior to admission of such Shares to listing on any stock exchange on which the stock may then be listed. In no event shall the Company be required to issue fractional Shares to the Optionee.
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(i) The Optionee is a resident of the State of New York.
(ii) The Optionee has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company, and the Optionee is fully familiar with all financial and other information with respect to the Company.
(iii) The Optionee is a person who is able to bear the economic risk of an investment in the Company of the size contemplated, and in making this statement, the Optionee has considered and concluded that he can afford to hold the investment for an indefinite period of time and that he can afford a complete loss of his investment.
(iv) The Optionee understands that the Company is subject to the reporting requirements of the Securities Exchange Act of 1934 and the regulations promulgated thereunder and that the Optionee has had an opportunity to review all information about the Company which he deems pertinent to his investment decision. The Optionee has had a reasonable opportunity to ask questions of and receive answers from the President of the Company concerning the Company and its operations, and all such questions have been answered to the Optionee’s full satisfaction.
(v) The Shares to be issued upon exercise of the option will be being acquired by the Optionee for his own account, for investment purposes only, and not with a view to resale or distribution, either in whole or in part.
(vi) The Optionee understands that the Shares to be issued upon exercise of the option have not been registered with the Securities and Exchange Commission or with any state securities commission, will be sold in reliance on an exemption from applicable federal and state securities registration requirements, and, following issuance, may not be resold without registration or exemption therefrom. The Optionee further understands that federal and state securities regulations impose significant restrictions on the transfer of Shares to be issued upon exercise of the option.
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(vii) The representations and warranties set forth above are complete and correct and may be relied upon by the Company in determining whether the grant of the option and the exercise thereof are exempt from registration under the federal and applicable state securities laws.
ATTEST: | Xxxxx World Trade, Ltd. | |||
/s/ | By: | /s/ Xxxxxxx X. Xxxxx | (SEAL) | |
Xxxxxxx X. Xxxxx, President | ||||
WITNESS: | ||||
/s/ | /s/ Xxxx Xxxxxx Xxxxxxxx II | (SEAL) | ||
Xxxx Xxxxxx Xxxxxxxx II |
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