EHIBIT 10.103
[BIOMUNE SYSTEMS, INC. LETTERHEAD]
Addendum A
Stock Option Agreement
This Agreement is made this 12 day of September, 1996 by and between Biomune
Systems Inc, a Nevada corporation ("Corporation") and Xxxxxx Xxxxxxxx ("Option
Holder").
1. Grant of Option. The Corporation has granted to the Option Holder an option
to purchase 50,000 shares of its common stock (the "Stock") at the purchase
price of $2 3/8 per share, and 50,000 shares of its common stock at the purchase
price of $3 3/8 in the manner and subject to the conditions hereinafter
provided. Subject to the provisions of section 4, the option will expire on
March 12, 1997. The option was granted pursuant to the following plan or
arrangement:
Consulting agreement with Barretto Pacific Corporation dated September 12,
1996.
A copy of the plan as described above is attached herewith. To the extent
applicable, the provisions of the plan shall be deemed as part of this
Agreement.
2. Time of Exercise of Option. Subject to the provisions of Section 4 regarding
termination of the option, the options granted may be exercised at any time
after the date indicated:
Shares which
Date May be Exercised
September 12, 1996 50,000
January 12, 1996 50,000
3. Method of Exercise. The option shall be exercised by written notice directed
to the transfer agent of the Corporation, accompanied by a check in payment of
the option price for a fraction or in whole for the number of shares specified,
up to 100,000 shares. The transfer agent shall make immediate delivery of such
shares, provided that if any law or regulation requires the Corporation to take
any action with respect to the shares specified in such notice before the
issuance thereof, then the date of delivery of such shares shall be extended for
the period necessary to take such action. The price of an exercised option, or
portion thereof, may be paid:
(i) in the form of a cashiers check, money order, brokerage draft made
payable to the Corporation; or
(ii) bank wire transfer
4. Termination of Option. Except as herein otherwise stated, the option to the
extent not previously exercised, shall terminate upon the expiration of the
option as provided in Section 1. In the event that the Company cancels its
agreement with you pursuant to the terms of its consulting agreement with you,
any shares that you are due prior to termination will be valid and available for
exercise.
5. Reclassification, Consolidation or Merger. If and to the extent that the
number of issued shares of common stock of the Corporation shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
option and the option price per share shall be proportionately adjusted. If the
Corporation is reorganized or consolidated or merged with another corporation,
the Option Holder shall be entitled to receive options covering shares of such
reorganized, consolidated or merged company in the same proportion, at an
equivalent price, and subject to the same conditions as the options granted
pursuant to this Agreement. For purposes of the preceding sentence, the excess
of the aggregate Fair Market Value of the shares subject to the option over the
aggregate option price of such shares immediately after the reorganization,
consolidation or merger shall not be more than the option price of such shares
immediately before such reorganization, consolidation or merger, and the new
option or assumption of the old option shall not give the Option Holder
additional benefits which were not provided under the old option, or deprive the
Option Holder of benefits which were available under the old option.
6. Binding Effect. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.
Biomune Systems, Inc.
/s/ Xxxxxx X. Xxxxx By /s/ Xxxxx Xxxxxxx
Witness Xxxxx Xxxxxxx
Chief Executive Officer
/s/ Xxxxxx X. Agiole By /s/ Xxxxxx Xxxxxxxx
Witness Xxxxxx Xxxxxxxx
Option Holder
[BIOMUNE SYSTEMS, INC.'S LETTERHEAD]
September 12, 1996
Xx. Xxxxxx Xxxxxxxx
000-0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X0X0
Dear Xx. Xxxxxxxx:
This letter agreement (the "Agreement") will confirm the terms and conditions of
your engagement by Biomune Systems, Inc. (the 'Company"), for the purpose of
disseminating information regarding the Company, its business and affairs, to
members of the public in the United States of America with a view to encouraging
investment in the Company and its securities.
We agree, each with the other, as follows:
1. The term of this Agreement shall be six months commencing on September 12,
1996 and expiring on March 12, 1997 (the "Term"). The term may be extended for
such periods of time and upon such terms and conditions as may be mutually
agreed upon, in writing, by the parties; and may be canceled in writing by
either party at the conclusion of the third month of the term.
2. In consideration of the fee and the covenants herein contained, you shall
provide services (the "Services") to the Company which shall consist of the
following:
(a) The dissemination of information which we provide to you about the
Company, its business and affairs, in the United states of America in
jurisdictions where the company's securities are recognized for manual
exemption in Standard & Poors Corporation Manual and other exempt
jurisdictions as well as dissemination through print and electronic
media outlets, as well as to your existing base of clients and
business associations;
(b) Communication on an ongoing basis with members of the brokerage
and investment community in jurisdictions within the United States of
America where the company's securities are recognized for manual
exemption in Standard & Poors Corporation Manual and in other exempt
jurisdictions, directing any such persons to registered brokers and
dealers (including those specifically referred by the Company).
Anything to the contrary herein notwithstanding, it is agreed that
your services will not include any services that consitute the
rendering of legal opinions or performance of services in the ordinary
purview of a registered broker or dealer.
(c) Providing the Company bi-weekly with a written record of the
results in consequence of your efforts hereunder during the preceding
two week period.
(d) Providing introductions to brokerages, fund managers, trust
companies, media personnel and other investment professionals who are
likely to have interest in the Company's business and affairs;
3. You shall receive as your full compensation for your services as an
independent contractor hereunder a fee of $90,000 (Ninety Thousand Dollars)
which sum shall be payable on the following dates indicated below. You will
invoice the company for each payment three business days prior to each due date.
Date Amount
September 21, 1996 $45,000
January 21, 1997 45,000
4. The fee payable to you hereunder shall be your sole entitlement against the
Company for compensation for services rendered hereunder, with the exception of
an incentive bonus payable to Xxxxxx Xxxxxxxx as outlined in "Addendum A", and
you shall not be entitled to claim recompense for any of the expenses, out of
pocket or otherwise, that you incur in the course of carrying out your duties
hereunder. Without limiting the generality of the foregoing, the Company agrees
that your services hereunder are not intended to include the printing and
mailing of any documentary material on behalf of the Company and that any
expenses that you may incur in that respect, with our authority, shall be
separately compensated by the Company.
5. You shall only engage in promotion of the Company regarding its business and
affairs. The Company reserves the right to contract other firms to provide
similar services and expressly acknowledges that, subject to the following
proviso, you shall be entitled to provide similar services as provided hereunder
to other public companies. PROVIDED that it is expressly agreed that in no event
shall you represent a public company during the term which is engaged in the
business of whey protein.
6. All payments hereunder will be made to your company as an independent
contractor, and your firm will be solely responsible for federal, state, and
city tax filings and remittances;
7. You represent and warrant that the services will be performed in a competent
and efficient manner and that they will at all times be performed in compliance
with all applicable laws and legal requirements.
8. You shall use your bona fide efforts to promote the interests of the Company
and shall, during the term of the Agreement, devote as much time, attention and
ability to the promotion of the business of the Company as is necessary to
provide effective promotion of the Company and its affairs;
9. You are not hereby created an agent of the Company, and will have no
authority, express or implied, to commit or otherwise obligate the Company in
any manner whatsoever except to the extent specifically provided herein or to
the extent expressly authorized by the Company;
10. Notwithstanding anything herein to the contrary, it is acknowledged and
agreed that the relationship between us is not and will not become that of
employer-employee, joint venturers nor partnership and, furthermore, that the
relationship that exists0 between us is solely that of independent contractors;
11. You shall not, either during the term of the Agreement or at any time
thereafter, directly or indirectly, divulge, publish or disclose any information
regarding the affairs or business of the company or its affiliates other than
that which is expressly authorized and provided byt he Company without the prior
consent of the Company, and you shall not use for your own purposes, or any
purposes other than those of the Company, any information you may acquire with
respect to its affairs, business, or projects. Upon the termination of this
Agreement for any reason, you shall promptly deliver all documents and other
property of the Company to the Company, including but not limited to all such
promotional aids, correspondence and, contracts and all such documents and other
property shall be delivered in accordance with the direction of the Company;
12. The Company hereby represents that the information as to its capital
structure and business affairs as set forth in its 1995 annual report and 1996
SEC filings are accurate and complete.
13. Any notice required or permitted to be given by this Agreement shall be in
writing and may be given by personal delivery or postage prepaid, registered or
certified mail. Such notices shall be addressed to the receiving party at our
respective addresses set forth above or at such other addresses as either of us
may, by notice, designate. Notices personally given shall be deemed to be given
as of the date of delivery and mailed notices shall be deemed to be given as of
the date of actual receipt.
14. This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns, as the case may
be;
15. Each provision and paragraph of this Agreement is declared to constitute a
separate and distinct covenant and to be severable from all other such separate
and distinct covenants under this Agreement. If any covenant or provision herein
contained is determined to be void or unenforceable, in whole or in part, such
determination shall not affect or impair the validity or enforcability of any
other covenant or provision contained in this Agreement and the remaining
provisions of this Agreement shall be valid and enforceable to the fullest
extent provided by law;
16. This Agreement may not be assigned;
17. This Agreement replaces, supersedes, and cancels all prior Agreements,
representations, and understandings between the company and yourselves in
respect of the subject matter of this Agreement;
18. The provisions of this Agreement and the relationship between the parties
shall be construed in accordance with and governed by the laws of the State of
Washington. The parties hereby attorn to the jurisdiction of the courts of the
State of Washington;
19. No amendment or waiver of any provision of this Agreement shall be binding
upon a party unless made in writing and signed by such party;
20. The parties will execute and deliver all such further documents and
instruments and do all such further acts and things as may be required to carry
out the full intent and meaning of this Agreement.
If the foregoing meets your approval, please sign a copy of this letter
agreement and return a copy thereof to us.
Yours truly, Agreed to by:
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx
Biomune Systems, Inc. President & CEO
