EXHIBIT 10.24
STOCK OPTION AGREEMENT
Stock Option Agreement made as the 1st day of May, 2000 (the "Grant Date),
between US WATS, Inc. (the "Company"), and XXXX XXXXXXXXX ("Optionee).
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase shares of common stock of the Company ("Common Shares") as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration the legal sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the right
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and option (the "Option") to purchase all or any part of an aggregate
of 500 Common Shares.
2. Purchase Price. The purchase price per share of the Common Shares
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covered by the Option shall be $1.25
3. Term. Unless earlier terminated pursuant to any provision of the Plan
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or this Option Agreement, this Option shall expire on May 1, 2003 (the
"Expiration Date").
4. Exercise of Option. The Options are exercisable as follows:
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Number of Shares Date Exercisable
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500 May 1, 2001
The Options shall remain exercisable, subject to the provision
of this Option Agreement, until the expiration of the term of
this Option as set forth in Paragraph 3 or until other
termination of the option.
5. Method of Exercising Option. Subject to the terms and conditions of this
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Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 3331 Street Road, 0
Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxxx 00000. Such notice (a
suggested from of which is attached as Exhibit A) shall state the election
to exercise the Option and the number of shares with respect to which it is
being exercised; shall be signed by the Optionee; shall, if the Company so
requests, be accompanied by the investment certificate referred to in
Paragraph 6 hereof; and shall be accompanied by payment of the full Option
price of such shares.
The Option price shall be paid to the Company in cash.
Upon receipt of such notice and payment, the Company, as promptly as
practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares with respect to which the Option is so
exercised. The cerificate or certificates for the shares as to which the
Option shall have been so exercised shall be registered in the name of the
Option and shall be delivered as provided above to or upon the written
order of the Optionee. All shares that shall be purchased upon the exercise
of the Option as provided herein shall be fully paid and non-assessable by
the Company.
6. Shares to be Purchased for Investment. Unless the Company has heretofore
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notified the Optionee that a registration statement covering the shares to
be acquired upon the exercise of the Option has become effective under the
Securities Act of 1993 and the Company has not thereafter notified the
Optionee that such registration is no longer effective, it shall be a
condition to any exercise of this Option that the shares acquired upon such
exercise be acquired for investment and not with a view of distribution,
and the person effecting such exercise shall submit to the Company a
certificate of such investment intent, together with such other
evidence supporting the same as the Company may request. The Company shall
be entitled to restrict the transferability of the shares issued upon any
such exercise to the extent necessary to avoid a risk of violation of the
Securities Act of 1933 (or of any rules or regulations promulgated
thereunder) or of any state laws or regulations. Such restrictions may, at
the option of the Company, be noted or set forth in full on the share
certificates.
7. Non-Transferability of Option. This Option is not assignable or
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transferable, in whole or in part, by the Optionee.
8. Corporate Transactions. In the event of a corporate transaction (as that
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term is described in section 424(a) of the Internal Revenue Code of 1986,
as amended and the Treasury Regulations issued thereunder, as for example,
a merger, consolidation, acquisition of property of stock, separation,
reorganization or liquidation), each outstanding Option shall be assumed by
the surviving or successor corporation. The Corporation's Board of
Directors, in its discretion, may accelerate, in whole or in part, the date
on which any outstanding Options become exercisable. The Board of Directors
also, may, in its discretion, change the terms of any outstanding Option to
reflect any such corporate transaction.
9. Withholding of Taxes. The obligation of the Company to deliver Common
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Shares upon the exercise of the Option be subject to applicable federal,
state and local tax withholding requirements.
10. Determinations. The Optionee hereby agrees to accept as binding,
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conclusive and final all decisions and interpretations of the Board and the
Committee as to any questions arising under this Option Agreement.
11. Governing Law. This Option Agreement shall be construed in accordance
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with, and its interpretation shall be governed by applicable federal law,
and otherwise by the laws of the State of New York.
12. Financial Information. The Company will comply with Section 240.140.46 of
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Title 10, California Administrative Code, which requires the Company to
deliver financial statements at least annually to the Optionee.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, as of the date below signed.
[Corporate Seal] US WATS, Inc.
By: /s/ Xxxxxxx XxXxxxxx
Attest:_________________________ ----------------------------
Xxxxxxx XxXxxxxx
Chief Financial Officer
Date: 5/1/00
OPTIONEE
/s/ Xxxx Xxxxxxxxx
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Witness Date: 5.1.00
