EXHIBIT 10.66
EMPLOYMENT EXTENSION
AGREEMENT
This Employment Extension Agreement (the "Extension") is made and entered on
this 30th day of August 2004 by and between Imaging Diagnostic systems, Inc.
(the "Company") and Xxxxx X. Xxxxxxxx (the "Executive") to extend an Employment
Agreement previous entered into by the Company and the Executive on August 30,
1999 (the "Agreement"), which is attached hereto.
Now, therefore, it is agreed as follows:
1. The above-described Agreement is hereby extended for a period of one
year commencing on August 30, 2004 and ending on August 30, 2005.
2. The Company will pay the Executive an annual salary of $185,000 during
the term of this Extension.
3. The Executive shall receive options to purchase up to an aggregate of
500,000 shares of the Company's common stock at an exercise price of
$0.30 per share, in accordance with the Company's 2004 Non-Statutory
Stock Option Plan. These options shall vest on August 30, 2005.
4. All terms, provisions and covenants of the above-described Agreement
shall remain in full force for the duration of the extended term,
except as noted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
Imaging Diagnostic Systems, Inc. Executive
/s/ Xxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxx
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Xxx Xxxxxx, Co-Chairman of the Board Xxxxx X. Xxxxxxxx
STOCK OPTION AGREEMENT
(2004 Non-Statutory Stock Option Plan)
Imaging Diagnostic Systems, Inc. (the "Company"), desiring to afford an
opportunity to the Grantee named below to purchase certain shares of common
stock of the Company's, to provide the Grantee with an added incentive as an
employee, director or consultant of the Company hereby grants to Grantee, and
the Grantee hereby accepts, an option to purchase the number of such shares
optioned as specified below, during the term ending at midnight (prevailing
local time at the Company's principal offices) on the expiration date of this
Option specified below, at the option exercise price specified below, subject to
and upon the following terms and conditions:
1. Identifying Provisions: As used in this Option, the following terms
shall have the following respective meanings.
(a) Grantee: Xxxxx X. Xxxxxxxx
(b) Date of grant: August 30, 2004
(c) Number of shares optioned: 500,000
(d) Option exercise price per share: $0.30
(e) Expiration Date: August 30, 2014
This Option is not intended to be an incentive stock option pursuant to
Section 422 of the Internal Revenue Code ("Sec. 422 Qualified Shares").
2. Timing of Purchases:
(a) August 30, 2005: 500,000
3. Restrictions on Exercise: The following additional provisions shall
apply to the exercise of this Option:
Termination of Employment. If the Grantee's employment by the
Company or any of its subsidiaries is terminated for any reason other than death
only that portion of this Option exercisable at the time of such termination of
employment may thereafter be exercised, and it may not be exercised more than
three months after such termination or after the expiration date of this Option,
whichever date is sooner, except as provided for in the Grantees' Employment
Agreement.
(ii) Death of Grantee. If the Grantee shall die during the
term of this Option, the Grantee's legal representative or representatives, or
the person or persons entitled to do so under the Grantee's last will and
testament or under applicable intestate laws, shall have the right to exercise
this Option, but only for the number of shares as to which the Grantee was
entitled to exercise this Option in accordance with Section 2 hereof on the date
of his death, and such right shall expire and this Option shall terminate one
(1) year after the date of the Grantee's death or on the expiration date of this
Option, whichever date is sooner. In all other respects, this Option shall
terminate upon such death.
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(iii) Continuity of Employment. This Option shall not be
exercisable by the Grantee in any part unless at all times beginning with the
date of grant and ending no more than one year prior to the date of exercise,
the Grantee has, except for military service leave, sick leave or other bona
fide leave of absence (such as temporary employment by the United States
Government) been in the continuous employ of the Company, except that such
period shall be one (1) year following any termination of the Grantee's
employment by reason of his permanent and total disability.
4. Non-Transferable. The Grantee may not transfer his Option except by
will or the laws of descent and distribution. This Option shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall be exercisable during the Grantee's
lifetime only by the Grantee or his guardian or legal representative.
5. Adjustments and Corporate Reorganization. Subject to any required
action by the shareholders of the Company, the number of Shares covered by each
outstanding Option, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of any
Option, as well as the price per Share covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to an Option.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee. The Committee may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Committee and give each Grantee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event
of the proposed sale of all or substantially all of the assets of the Company,
or the merger of the Company with or into another corporation in a transaction
in which the Company is not the survivor, the Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Committee determines, in
the exercise of its sole discretion and in lieu of such assumption or
substitution, that the Grantee shall have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which the Option would not
otherwise be exercisable. If the Committee makes an Option fully exercisable in
lieu of assumption or substitution in the event of such a merger or sale of
assets, the Committee shall notify the Grantee that the Option shall be fully
exercisable for a period of 30 days from the date of such notice, and the Option
will terminate upon the expiration of such period.
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6. Exercise, Payment For and Delivery of Stock: This Option may be
exercised by the Grantee or other person then entitled to exercise it by giving
four business days' written notice of exercise to the Company specifying the
number of shares to be purchased and the total purchase price. The option price
shall become immediately due upon exercise of the option and, subject to the
instrument evidencing the grant, shall be payable in one of the following
alternative forms specified below:
(a) full payment in cash or check drawn to the Company's order;
(b) full payment in shares of Common Stock held for at least six (6) months and
valued at fair market value on the Exercise Date (as such term is defined
below);
(c) full payment in a combination of shares of Common Stock held for at least
six (6) months and valued at fair market value on the Exercise Date and cash or
check; or
(d) full payment through a broker-dealer sale and remittance procedure provided
that sale of the Optioned stock is permitted as a result of an effective
registration statement under the Securities Act of 1933, as amended, and
compliance with all applicable securities laws, pursuant to which the Grantee
(i) shall provide irrevocable written instructions to a Company-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate option price payable for the purchased
shares plus all applicable Federal and State income taxes required to be
withheld by the Company in connection with such purchase and (ii) shall provide
written directives to the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale
transaction.
For purposes of this subparagraph (2), the Exercise Date shall be the date on
which written notice of the option exercise is delivered to the Company. Except
to the extent the sale and remittance procedure is utilized in connection with
the exercise of the option, payment of the option price for the purchased shares
must accompany such notice.
The fair market value per share of Common Stock on any relevant date under the
Plan shall be determined in accordance with the following provisions:
(a) If the Common Stock is not at the time listed or admitted to trading on any
national stock exchange but is traded on the Nasdaq National Market, the fair
market value shall be the closing selling price per share of Common Stock on the
date in question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq National Market System or any successor system.
If there is no reported closing selling price for the Common Stock on the date
in question, then the closing selling price on the last preceding date for which
such quotation exists shall be determinative of fair market value.
(b) If the Common Stock is at the time listed or admitted to trading on any
national stock exchange, then the fair market value shall be the closing selling
price per share of Common Stock on the date in question on the stock exchange
determined by the Committee to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on such
exchange. If there is no reported sale of Common Stock on such exchange on the
date in question, then the fair market value shall be the closing selling price
on the exchange on the last preceding date for which such quotation exists.
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(c) If the Common Stock is quoted on the Nasdaq Small Cap Market, or any
similar system of automated dissemination of quotations of securities process in
common use, the fair market value shall be the mean between the closing bid and
asked quotations for the Common Stock on such date.
(d) If neither clause (a), (b) or (c) is applicable, then the fair market value
shall be the mean between the closing bid and asked quotations for the Common
Stock as reported by the National Quotation Bureau, Inc., if at least two
securities dealers have inserted both bid and asked quotations for Common Stock
on at least five of the ten preceding business days.
7. Rights in Shares Before Issuance and Delivery. No person shall be
entitled to the privileges of stock ownership in respect of any shares issuable
upon exercise of this Option, unless and until such shares have been issued to
such person as fully paid shares.
8. Requirements of Law and of Stock Exchanges. By accepting this
Option, the Grantee represents and agrees for himself and his transferees by
will or the laws of descent and distribution that, unless a registration
statement under the Securities Act of 1933 is in effect as to shares purchased
upon any exercise of this Option, (i) any and all shares so purchased shall be
acquired for his personal account and not with a view to or for sale in
connection with any distribution, and (ii) each notice of the exercise of any
portion of this Option shall be accompanied by a representation and warranty in
writing, signed by the person entitled to exercise the same, that the shares are
being so acquired in good faith for his personal account and not with view to or
for sale in connection with any distribution.
No certificate or certificates for shares of stock purchased upon
exercise of this Option shall be issued and delivered unless and until, in the
opinion of counsel for the Company, such securities may be issued and delivered
without causing the Company to be in violation of or incur liability under any
federal, state or other securities law, any requirement of any securities
exchange listing agreement to which the Company may be a party, or any other
requirement of law or of any regulatory body having jurisdiction over the
Company.
9. Stock Option Plan. This Option is subject to, and the Company and
the Grantee agree to be bound by, all of the terms and conditions of the
Company's 2004 Non-Statutory Stock Option Plan under which this Option was
granted, as the same shall have been amended from time to time in accordance
with the terms thereof, provided that no such amendment shall deprive the
Grantee, without his consent, of this Option or any of his rights hereunder.
Pursuant to said Plan, the board of directors of the Company or its Committee
established for such purposes is vested with final authority to interpret and
construe the Plan and this Option, and is authorized to adopt rules and
regulations for carrying out the Plan. A copy of the Plan in its present form is
available for inspection during business hours by the Grantee or other persons
entitled to exercise this Option at the Company's principal office.
10. Notices. Any notice to be given to the Company shall be addressed to
the Company in care of its Secretary at its principal office, and any notice to
be given to the Grantee shall be addressed to him at the address given beneath
his signature hereto or at such other address as the Grantee may hereafter
designate in writing to the company. Any such notice shall be deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
registered or certified, and deposited, postage and registry of certification
fee prepaid, in a post office or branch post office regularly maintained by the
United States Postal Service.
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11. Laws Applicable to Construction. This Agreement has been executed
and delivered by the Company in the State of Florida, and this Agreement shall
be construed and enforced in accordance with the laws of said State.
IN WITNESS WHEREOF, the Company has granted this Option on August 30, 2004;
IMAGING DIAGNOSTIC SYSTEMS, INC. ACCEPTED
/s/ Xxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxx
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By: Xxx X. Xxxxxx, Co-Chairman of the Board By: Xxxxx X. Xxxxxxxx
and Chairman of the Compensation Committee.
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