STOCK OPTION AGREEMENT, made as of the 6th day of February, 2003 (the
"Agreement"), between CORNICHE GROUP INCORPORATED, a Delaware corporation (the
"Company"), and XXXX XXXXXXX (the "Optionee").
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WHEREAS, concurrently herewith, the Company has adopted the 2003
Equity Participation Plan (the "Plan").
WHEREAS, concurrently herewith, the Company and the Optionee are
entering into an Employment Agreement of even date pursuant to which the Company
has agreed to grant to the Optionee an option to purchase Common Shares of the
Company pursuant to the Plan.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase Common Shares under and
pursuant to the terms and conditions of the Plan and upon and subject to the
following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the
right and option (the "Option") to purchase up to Two Million Five Hundred
Thousand (2,500,000) Common Shares of the Company (the "Option Shares") during
the period commencing on the date hereof and terminating at 5:00 P.M. on
February 5, 2013 (the "Expiration Date").
2. NATURE OF OPTION. The Option is intended to meet the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended, relating to
"incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be Three Cents ($.03) (the "Exercise Price"). The Company shall pay all
original issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. In addition to the permissible methods of
exercise provided for in the Plan, the Optionee may elect to have the Company
reduce the number of shares otherwise issuable to him upon exercise of the
Option by a number of shares having a fair market value (determined in
accordance with the provisions of the Plan) equal to the Exercise Price of the
Option being exercised (a "Net Exercise"). As soon as practicable after the
receipt of notice of exercise and payment of the Option Price as provided for in
the Plan, or upon a Net Exercise, the Company shall tender to the Optionee
certificates issued in the Optionee's name evidencing the number of Option
Shares covered thereby.
5. RELOAD OPTIONS. In the event the Exercise Price is paid by
delivery of Common Shares (as provided for in Section 13(b)(ii) of the Plan) or
through a Net Exercise, the Optionee shall receive, contemporaneously with the
payment of the Exercise Price in such manner, and in accordance with the
provisions of the Plan, a reload stock option to purchase that number of Common
Shares equal to the sum of (i) the number of Common Shares used to exercise the
Option (or not issued in the case of a Net Exercise) and (ii) the number of
Common Shares used to satisfy any tax withholding incident to the exercise of
the Option, as provided for in the Plan.
6. TERMINATION OF EMPLOYMENT. The Option shall remain exercisable
until the Expiration Date notwithstanding any termination or cessation of
employment with the Company or its subsidiaries for any reason whatsoever.
7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan
are hereby incorporated by reference and made a part hereof.
8. NOTICES. Any notice or other communication given hereunder shall
be deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, c/o
Xxxxxxxxxx Xxxxxxx PC, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000-0000,
Attention Xxxx Xxxxxxxxxx, Esq. and to the Optionee at the address indicated
below. Notices shall be deemed to have been given on the date of hand delivery
or mailing, except notices of change of address, which shall be deemed to have
been given when received.
9. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
10. ENTIRE AGREEMENT. This Agreement, together with the Plan,
contains the entire understanding of the parties hereto with respect to the
subject matter hereof and may be modified only by an instrument executed by the
party sought to be charged.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CORNICHE GROUP INCORPORATED
By:_____________________________________
Xxxxx Xxxx, Chairman
_____________________________________
Signature of Optionee
Xxxx Xxxxxxx
_____________________________________
Name of Optionee
c/o Certilman, Balin, Xxxxx & Xxxxx, LLP
00 Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
________________________________________
Address of Optionee
