SECURELOGIC CORP. FORM OF STOCK OPTION AGREEMENT
FORM
OF
STOCK OPTION AGREEMENT
THIS
AGREEMENT is entered into as of the ___________ (the "Grant Date"), between
SecureLogic Corp., a Nevada corporation (the "Corporation") and _______ (the
"Optionee").
R
E C I T
A L S
A.
The
Board of Directors of the Corporation (the "Board") has established the 2005
Stock Option/Stock Issuance Plan (the "Plan") in order to provide key employees,
directors, advisors and consultants of the Corporation with a favorable
opportunity to acquire shares of the Corporation's common stock
("Stock").
B.
The
Board regards the Optionee service as a director as key to the Corporation
and
has determined that it would be in the best interests of the Corporation and
its
shareholders to grant the option described in this Agreement to the Optionee
as
an inducement to remain in the service of the Corporation, and as an incentive
for promoting Optionee's efforts during such service.
NOW,
THEREFORE, it is agreed as follows:
1.
DEFINITIONS AND INCORPORATION. Unless otherwise defined herein or the context
otherwise requires, the capitalized terms used in this Agreement shall have
the
meanings given to such terms in the Plan. The terms, conditions and limitations
set forth in the Plan are hereby incorporated in and made a part of this
Agreement as if fully set forth herein. The Optionee hereby acknowledges that
he
or she has received a copy of the Plan.
2.
GRANT
OF OPTION. Pursuant to the Plan, the Corporation hereby grants to the Optionee
as of the date hereof, the option to purchase all or any part of an aggregate
of
_________ (___________) shares of Stock (the "Option"), subject to adjustment
in
accordance with Section 10 of the Plan.
3.
OPTION
PRICE. The option shall have an exercise price of $______ per
share.
4.
RIGHT
TO EXERCISE. Subject to the conditions set forth in this Agreement and in the
Plan, the Option shall be exercisable immediately upon grant.
5.
SECURITIES LAW REQUIREMENTS. In the event that the sale of Shares under the
Plan
is not registered under the Securities Act of 1933 but an exemption is available
which requires an investment representation or other representation, you shall
represent and agree at the time of exercise that the Shares being acquired
upon
exercising this option are being acquired for investment, and not with a view
to
the sale or distribution thereof, and shall make such other representations
as
are deemed necessary or appropriate by the Company and its counsel.
6.
TRANSFERABILITY. The Option shall be exercisable during the Optionee's lifetime
only by the Optionee or by the Optionee's guardian or legal representative
and
shall be nontransferable, except that the Optionee may transfer all or any
part
of the Option by will or by the laws of descent and distribution. Except as
otherwise provided herein, any attempted alienation, assignment, pledge,
hypothecation, attachment, execution or similar process, whether voluntary
or
involuntary, with respect to all or any part of the Option or any right
thereunder, shall be null and void and, at the Corporation's option, shall
cause
all of the Optionee's rights under this Agreement to terminate.
7.
EFFECT
OF EXERCISE. Upon exercise of all or any part of the Option, the number of
shares of Stock subject to the Option under this Agreement shall be reduced
by
the number of shares with respect to which such exercise is made.
8.
EXERCISE OF OPTION. The Option may be exercised by delivering to the Corporation
(a) a written notice of exercise in substantially the form prescribed from
time
to time by the Administrator, and (b) full payment of the Exercise Price for
each share of Stock purchased under the Option. Such notice shall specify the
number of shares of Stock with respect to which the Option is exercised and
shall be signed by the person exercising the Option. If the Option is exercised
by a person other than the Optionee, such notice shall be accompanied by proof,
satisfactory to the Corporation, of such person's right to exercise the Option.
The Exercise Price shall be payable (i) in U.S. dollars in cash (by check)
or
(ii) by delivery of shares of Stock registered in the name of the Optionee
having a Fair Market Value at the time of exercise equal to the amount of the
Exercise Price.
9.
WITHHOLDING TAXES. The Company may require the Optionee to deliver payment,
upon
exercise of the Option, of all withholding taxes (in addition to the Exercise
Price) with respect to the difference between the Exercise Price and the Fair
Market Value of the Stock acquired upon exercise.
10.
ISSUANCE OF SHARES. Subject to the foregoing conditions, the Corporation, as
soon as reasonably practicable after receipt of a proper notice of exercise
and
payment of the Exercise Price, shall deliver to the person exercising the
Option, at the principal office of the Corporation or such other location as
may
be acceptable to the Corporation and such person, one or more certificates
for
the shares of Stock with respect to which the Option is exercised. Such shares
shall be fully paid and non-assessable and shall be issued in the name of such
person.
11.
RIGHTS AS SHAREHOLDER. Neither the Optionee nor any other person entitled to
exercise the Option shall have any rights as a shareholder of the Corporation
with respect to the Stock subject to the Option until a certificate for such
shares has been issued to him or her following the exercise of the
Option.
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12.
PERIODS OF NONEXERCISABILITY. Any other provision of this Agreement
notwithstanding, the Corporation shall have the right to designate one or more
periods of time, each of which shall not exceed 180 days in length, during
which
this option shall not be exercisable if the Corporation determines (in its
sole
discretion) that such limitation on exercise could in any way facilitate a
lessening of any restriction on transfer pursuant to the Securities Act or
any
state securities laws with respect to any issuance of securities by the
Corporation, facilitate the registration or qualification of any securities
by
the Corporation under the Securities Act or any state securities laws, or
facilitate the perfection of any exemption from the registration or
qualification requirements of the Securities Act or any applicable state
securities laws for the issuance or transfer of any securities. Such limitation
on exercise shall not alter the vesting schedule set forth in this Agreement
other than to limit the periods during which this option shall be
exercisable.
13.
INTERPRETATION. The interpretation, construction, performance and enforcement
of
this Agreement and of the Plan shall lie within the sole discretion of the
Administrator, and the Administrator's determinations shall be conclusive and
binding on all interested persons.
14.
CHOICE OF LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
of
the day and year first above written.
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OPTIONEE
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