EXHIBIT 10.2
STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of April 22, 2006 by and between
Xxx Xxxxx Corp. (the "Corporation") and Xxxxxx X. Xxxxxxxxx (the "Optionee").
RECITALS
A. Optionee is a director and an employee of the Corporation. In
consideration of Optionee's serving as such, the Corporation's board of
directors has agreed to grant stock options to the Optionee to purchase shares
of the Corporation's common stock, $0.001 par value per share (the "Common
Stock"). The stock options granted herein are not "incentive stock options"
under Section 422 of the Internal Revenue Code of 1986, as amended.
B. The Corporation is in the process of amending (the "Amendment)" its
Articles of Incorporation to (i) change its name to Blacksands Petroleum Inc.
and (ii) increase its authorized capitalization to 300,000,000 shares of Common
Stock. Upon the approval of the Amendment by the Corporation's shareholders and
the filing of the Amendment with the Secretary of State of the State of Nevada
(the date of such filing is referred to as the "Effective Date"), the
Corporation shall declare a 30 for one stock split in the form of a stock
dividend (the "Stock Split"). All provisions of this Agreement assume the
effectiveness of the Amendment on the Effective Date and the occurrence of the
Stock Split.
NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:
AGREEMENT
SECTION 1
GRANT OF OPTIONS
1.1 NUMBER OF SHARES. Subject to the terms and conditions of this Agreement,
the Corporation grants to Optionee, Options to purchase from the
Corporation 1,000,000 shares (the "Option Shares").
1.2 EXERCISE PRICE. Each Option Share is exercisable, upon vesting, at a price
of US$2.00 per share (the "Option Price").
1.3 TERM. The Expiration Date for all Options shall be April 14, 2008.
1.4 VESTING. The Options vest as follows:
(a) 100,000 shall vest on the Effective Date;
(b) An additional 200,000 Options shall vest upon the close of a private
placement offering of the Corporation's securities resulting in gross
proceeds of not less than US$10,000,000;
(c) An additional 200,000 Options shall vest on January 1, 2007; and
(d) An additional 500,000 Options shall vest upon the close of a public or
private offering of the Corporation's securities resulting in gross
proceeds of not less than US$50,000,000.
1.5 CONDITIONS OF OPTION. The Options may be exercised immediately upon
vesting, subject to the terms and conditions as set forth in this
Agreement.
SECTION 2
EXERCISE OF OPTION
2.1 DATE EXERCISABLE. The Options shall become exercisable by Optionee in
accordance with Section 1.4 above.
2.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. The Options
may be exercised by the Optionee, in whole or in part, by giving written
notice to the Secretary of the Corporation, setting forth the number of
Shares with respect to which Options are being exercised. The purchase
price of the Option Shares upon exercise of the Options by the Optionee
shall be paid in full in cash.
2.3 STOCK CERTIFICATES. Promptly after any exercise in whole or in part of the
Options by Optionee, the Corporation shall deliver to Optionee a
certificate or certificates for the number of Shares with respect to which
the Options were so exercised, registered in Optionee's name.
SECTION 3
NONTRANSFERABILITY
3.1 RESTRICTION. The Options are not transferable by Optionee.
SECTION 4
NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE
4.1 Optionee shall not be deemed for any purpose to be a shareholder of
Corporation with respect to any shares subject to the Options under this
Agreement to which the Options shall not have been exercised.
SECTION 5
ADJUSTMENTS
5.1 NO EFFECT ON CHANGES IN CORPORATION'S CAPITAL STRUCTURE. The existence of
the Options shall not affect in any way the right or power of the
Corporation or its shareholders to make or authorize any adjustments,
recapitalization, reorganization, or other changes in the Corporation's
capital structure or its business, or any merger or consolidation of the
Corporation, or any issue of bonds, debentures, preferred or preference
stocks ahead of or affecting the Option Shares, or the dissolution or
liquidation of the Corporation, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
5.2 ADJUSTMENT TO OPTION SHARES. The Option Shares are subject to adjustment
upon recapitalization, reclassification, consolidation, merger,
reorganization, stock dividend, reverse or forward stock split and the
like. If the Corporation shall be reorganized, consolidated or merged with
another corporation, Optionee shall be entitled to receive upon the
exercise of the Option the same number and kind of shares of stock or the
same amount of property, cash or securities as Optionee would have been
entitled to receive upon the happening of any such corporate event as if
Optionee had been, immediately prior to such event, the holder of the
number of Shares covered by the Option. Notwithstanding the foregoing, no
adjustment shall be made to the Option Shares on account of the Stock
Split.
SECTION 6
TERMINATION OF EMPLOYMENT
6.1 The parties acknowledge that they are parties to an Employment Agreement.
If Optionee's employment under the Employment Agreement is terminated for
any reason, all non-vested options received by Optionee hereunder will
become immediately void and of no further effect as of the date of
termination of employment. Further, Optionee may thereafter have 90 days
to exercise all vested options following which time all such non-exercised
options shall become void and of no further effect.
SECTION 7
DISPUTE RESOLUTION
7.1 AMICABLE NEGOTIATIONS. The parties agree that, both during and after the
performance of their responsibilities under this Agreement, each of them
shall:
(a) make bona fide efforts to resolve any disputes arising between them by
amicable negotiations, and
(b) provide xxxxx, candid and timely disclosure of all relevant facts,
information and documents to facilitate those negotiations.
7.2 EFFICIENT PROCESS. The parties further agree to use their best efforts to
conduct any dispute resolution procedures herein as efficiently and cost
effectively as possible.
7.3 MEDIATION. The parties agree to attempt to resolve all disputes arising
out of or in connection with this contract, or in respect of any defined
legal relationship associated with it or from it, by mediated negotiation
with the assistance of a neutral person appointed by the British Columbia
International Commercial Arbitration Centre administered under its
Mediation Rules.
7.4 ARBITRATION. If the dispute cannot be settled within thirty (30) days
after the mediator has been appointed or such lesser or longer period
otherwise agreed to in writing by the parties, the dispute shall be
referred to and finally resolved by arbitration administered by the
British Columbia International Commercial Arbitration Centre, pursuant to
its Rules and applying Nevada law.
In the absence of any written agreement otherwise, the place of
arbitration shall be Vancouver, British Columbia.
7.5 ALL DISPUTES. Except where otherwise specified in this Agreement, any and
all disputes between or among the parties to this Agreement arising under,
out of or in any way relating to this Agreement, including the execution,
delivery, validity, enforceability, performance, breach, discharge,
interpretation and construction of it will be determined under this
section.
SECTION 8
MISCELLANEOUS PROVISIONS
8.1 NOTICES. Any notice that a party may be required or permitted to give to
the other shall be in writing, and may be delivered personally, by
overnight courier or by certified or registered mail, postage prepaid,
addressed to the parties at their current principal addresses, or such
other address as either party, by notice to the other, may designate in
writing from time to time.
8.2 LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
8.3 TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
8.4 ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties and supersedes any prior understandings and agreements between
them respecting the subject matter of this Agreement.
8.5 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
8.6 PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as
the identity of the person or persons may require.
8.7 FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
8.8 PARTIES IN INTEREST. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be
for the benefit of any third party.
8.9 SAVINGS CLAUSE. If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to
persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
8.10 DOLLARS. All references to $ or dollars in this Agreement are to the
United States dollar.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
XXX XXXXX CORP.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
The undersigned Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement, accepts the Options granted thereunder, and agrees
to the terms and conditions thereof.
OPTIONEE
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
XXX XXXXX CORP.
NOTICE OF EXERCISE OF STOCK OPTION
The undersigned hereby exercises the Stock Options granted by Xxx Xxxxx Corp.
and seeks to purchase ____________________ shares of Common Stock of the
Corporation pursuant to said Options. The undersigned understands that this
exercise is subject to all the terms and provisions of the Stock Option
Agreement dated as of April 15, 2006.
Enclosed is a check in the sum of $_________________ in payment for such shares.
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Signature of Optionee
Date:
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