EXHIBIT 10.5
STOCK OPTION AGREEMENT
Option agreement made on May 31, 2000 between China NetTV Holdings, Inc. a
corporation organized and existing under the laws of Nevada, with its principal
office located at Suite 830 - 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0,
here referred to as the corporation, and Gemsco Management Ltd. of 00 Xxxxxxxx
Xxxxx, Xxxxx, XX, a director of the corporation or one or more of its
subsidiaries, here referred to as the optionee.
RECITALS
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The corporation desires, by affording the optionee an opportunity to purchase
its common shares, as provided in this agreement, to carry out the purpose of
the stock option plan of the corporation approved by its shareholders.
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this agreement, the parties agree as follows:
SECTION ONE
GRANT OF OPTION
The corporation irrevocably grants to the optionee the right and option (the
option), to purchase all or any part of an aggregate of one hundred thousand
(100,000) common shares (this number being subject to adjustment ass provided in
Section Seven of this agreement) on the terms and conditions set for the in this
agreement.
SECTION TWO
PURCHASE PRICE
The purchase price of the common shares covered by the option shall be Two
Dollars ($2.00) per share.
SECTION THREE
TERM OF OPTION
The option may be exercised by the optionee up until the date of termination of
the optionee's employment or until the expiry date of the options of May 31,
2005. The corporation shall determine the date when the employment of the
optionee terminated.
SECTION FOUR
NONTRANSFERABILITY
This option shall not be transferable, and the option may be exercised, during
the lifetime of the optionee, only by the optionee. More particularly (but
without limiting the generality of the foregoing), the option may be not be
assigned, transferred, pledged or hypothecated in any way, shall not be
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assignable by operation of law, and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the option contrary to these provisions,
and the levy of any execution, attachment or similar process on the option,
shall be null and void.
SECTION FIVE
OPTIONEE
In consideration of the granting of the option, and regardless of whether or not
the option shall be exercised, the optionee will devote the agreed upon time,
energy and skill to the service of the corporation or one or more of its
subsidiaries.
SECTION SIX
CHANGES IN CAPITAL STRUCTURE
If all or any portion of the option shall be exercised subsequent to any share
dividend, split-up, recapitalization, merger, consolidation, combination or
exchange of shares, separation, reorganization or liquidation occurring after
the date of this agreement, as a result of which shares of any class shall be
issued in respect of outstanding common shares, or common shares shall be
changed into the same or a different number of shares of the same or another
class or classes, the person or persons so exercising the option shall receive
the aggregate number and class of shares which, if common shares (as authorized
at the date of this agreement) had been purchased at the date of this agreement
for the same aggregate price (on the basis of the price per share set forth in
Section Two of this agreement) and had not been disposed of, such person or
persons would be holding, at the time of such exercise, as a result of such
purchase and all such share dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations or liquidations; provided, however, that no fractional share be
issued on any such exercise, and the aggregate price paid shall be appropriately
reduced on account of any fractional share not issued.
SECTION SEVEN
METHOD OF EXERCISING OPTION
Subject to the terms and conditions of this option agreement, this option may be
exercised by written notice to the corporation, mailed or personally delivered
to the corporation at the following address: Suite 000 - 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0. Such notice shall state the election to exercise the
option and the number of shares in respect of which it is being exercised, and
shall be signed by the person or persons so exercising the option. The notice
shall either: (a) be accompanied by payment of the full purchase price of the
shares, in which event the corporation shall deliver a certificate or
certificates representing the shares as soon as practicable after the notice
shall be received; or (b) fix a date (not less than five (5) nor more than ten
(10) business days from the date such notice is to be received by the
corporation) for the payment of the full purchase price of the shares against
delivery of a certificate or certificates representing the shares. Payment of
the purchase price shall, in either case, be made by cheque payable to the order
of the corporation.
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The certificate or certificates for the shares as to which the option shall have
been exercised shall be registered in the name of the optionee and another
person jointly, with right of survivorship, and shall be delivered as provided
above to or on the written order of the person or persons exercising the option.
All shares that shall be purchased on the exercise of the option as provided in
this agreement shall be fully paid and nonassessable.
SECTION EIGHT
RESERVATION OF SHARES TO SATISFY OPTION
The corporation shall at all times during the term of the option reserve and
keep available such number of common shares as will be sufficient to satisfy the
requirements of this option agreement.
SECTION NINE
SUBSIDIARY
As used in this agreement, the term "subsidiary" shall mean any present or
future corporation that would be a "subsidiary corporation" of the corporation,
as that term is defined in Section 424 of the Internal Revenue Code of 1986.
SECTION TEN
SIGNATURES
For the Company: China NetTV Holdings, Inc. Attest:
/s/ Xxxxxx Xxxxxx /s/ Xxxx Xxxx
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Xxxxxx Xxxxxx, President Xxxx Xxxx, Director
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