EXHIBIT 10(c)
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EMPLOYMENT AGREEMENT
In consideration of my employment with SBS Interactive, Co., a Florida
corporation ("Employer"), or one of its affiliated or related entities, and
other good and valuable consideration, Employer and I have executed this
Employment Agreement (this "Agreement") and agree that:
1. Effective Date. This Agreement is effective as of April 30, 2003 (the
"Effective Date").
2. Employment and Compensation. The parties acknowledge and agree that:
(a) During the Term (defined below), I will be employed by Employer as
the Chairman and Chief Executive Officer of Employer. I will report directly to,
and only to, the Board of Directors of Employer (the "Board"), and my
responsibilities in such position will be to manage and oversee the operations
of Employer as is customary for the chairman and chief executive officer of a
corporation and is consistent with the past practice of Employer as existed
prior to the date of this Agreement, including without limitation, principal
decision-making authority regarding day-to-day business operations, hiring of
employees, firing of employees, client relations, client development, cash
management, growth opportunities, capital expenditures and business
opportunities. I shall have all executive powers and authority which are
necessary to enable me to discharge my duties as Chairman and Chief Executive
Officer of Employer and/or which are commonly incident to such office.
(b) I agree that I will not be entitled to receive any salary hereunder
until such time as the company has completed an initial seed financing of at
least $150,000. From and after that point, my initial base salary will be
$16,500 per month (the "Base Salary"), less standard tax withholdings, payable
in equal installments in frequency customary under Employer's payroll policies
as in effect from time to time which shall in no event be less than
semi-monthly, and my Base Salary will be subject to upward adjustments at any
time and from time to time at the discretion of the compensation committee of
the Board. Under no circumstances during the Term will my Base Salary, bonus
levels (discussed below) or benefits (discussed below) be reduced without my
advanced written consent which may be withheld by me in my sole and absolute
discretion.
(c) I will be eligible to participate in all benefit plans of Employer
offered to similarly-situated executives of Employer from time to time on a
basis no less favorable than that afforded to any other director, officer or
employee of Employer, as such plans are determined and administered by Employer
in its sole discretion.
(d) On the date that is two business days following the release of
Employer's audited financial statements for the prior fiscal year, commencing
with the fiscal year ending December 31, 2003, I shall receive a bonus in an
amount equal to seven percent (7%) of the EBITDA of Employer, as shown on such
audited financial statements, but adjusted to exclude any extraordinary or
non-recurring charges, such as adjustments for compensation expense, inventory
adjustments, write-offs or write-downs, etc.). In the event that the EBITDA of
Employer does not equal a positive number, the bonus to be paid to me shall be
at the discretion of the Board.
(e) Subject to the following, I will receive a vacation benefit in
accordance with Employer's standard policies offered to similarly-situated
executives of Employer from time to time, which shall in no event be less than
six (6) weeks per year (the "Vacation Benefit"). In the event that I do not use
all of the Vacation Benefit in any year, such unused portion shall be carried
over and added to the Vacation Benefit for the subsequent year. There shall be
no limit on the amount of Vacation Benefit which may be accrued or carried over
from one year to the next, nor shall any unused Vacation Benefit expire at any
time. In addition, all Jewish holidays which I observe shall not be counted
against my Vacation Benefit.
(f) I shall receive employee stock option awards as such may be
determined and granted by the Board or the Compensation Committee of the Board
in its sole discretion from time to time during my employment, and I will
receive, concurrently with the execution hereof, (i) a grant of 605,981
restricted shares of common stock, par value $0.01 per share, of Employer (a
share certificate for which shall be delivered to me within fourteen days of the
execution of this Agreement), and (ii) a stock option award for the right to
purchase an additional 1,211,963 shares of the common stock of Employer,
pursuant to the terms and conditions of a Nonqualified Stock Option Agreement in
substantially the form of Exhibit A to this Agreement, exercisable at the per
share exercise price of $0.75, which the Board has determined to be the fair
market value of the common stock as of the Effective Date. All of the Options
shall vest fully upon my termination for any reason, other than my voluntary
termination, and I shall have a period of one year following the termination of
my employment to exercise any such options. In the event of my voluntary
termination, and I shall have a period of one year following the termination of
my employment to exercise any options that were fully vested as of the
termination date of my employment.
(g) Together with the Base Salary payable pursuant to Section 2(b),
above, I shall receive a payment of $1,000.00 per month as an automobile
allowance.
(h) Employer shall promptly reimburse me for all reasonable business
expenses incurred in performing my duties and promoting the business of
Employer, including, but not limited to, reasonable meal and entertainment
expenses, first-class travel and deluxe lodging expenses, following presentation
of documentation substantiating such expenses.
(i) Employer shall, at its cost, provide me with the following
additional benefits and shall reimburse me for all charges incurred by me in
connection with the use thereof related to the performance of my duties
hereunder: (i) cellular telephones; (ii) home office expenses, including,
without limitation, a telecopy machine, current model notebook computer with
modem, telephone line, dedicated telecopy phone line, and home high-speed
internet service/VPN; and (iii) such other goods and services which are
reasonably necessary or appropriate to my performance of my duties hereunder.
(j) Employer shall, if available, at all times and at its sole cost and
expense, maintain such liability insurance policies covering officers and
directors of Employer in their capacities as officers and directors (including
errors and omissions coverage) as are customary for a public company of similar
size to Employer in the industries in which Employer and Employer conduct
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business. I shall be added as an additional named insured under all such
liability insurance policies now in force or hereafter obtained. Employer shall
fully indemnify me in my capacity as an officer and advance and hold me harmless
from any and all costs, expenses, losses, claims, damages, obligations or
liabilities (including attorneys' fees, costs and expenses) arising out of or
relating to any acts, or omissions to act, made by me on behalf of or in the
course of performing services for Employer to the full extent permitted by the
charter documents of Employer as in effect on the date of this Agreement, or, if
greater, as permitted by applicable law, provided that the indemnity afforded by
the charter documents of Employer shall never be greater than that permitted by
applicable law, and provided further that in no event shall the indemnification
provided to me be less favorable to me than that provided to the President or
Chairman of the Board of Employer. To the extent a change in applicable law
permits greater indemnification than is now afforded by the charter documents
and a corresponding amendment shall not be made in said charter documents, it is
the intent of the parties hereto that I shall enjoy the greater benefits so
afforded by such change. If any claim, action, suit or proceeding is brought, or
claim relating thereto is made, against me with respect to which indemnity or
partial indemnity may be sought against Employer pursuant to this section, I
shall notify Employer in writing thereof, and Employer shall (i) have the right
to participate in, and to the extent that it shall wish, in its discretion,
assume and control the defense thereof, with counsel satisfactory to me, and
(ii) advance all expenses (including, without limitation, attorneys' fees, costs
and expenses) of mine in connection with any claim, action, suit or proceeding
by any third party. The indemnification provided by this Agreement shall not be
deemed exclusive of any rights to which I may be entitled under the charter
documents of Employer , any other agreement to which Employer is bound, any vote
of shareholders or disinterested directors, the Florida Business Corporation
Act, or otherwise.
(k) I will devote that amount of time, attention and energies to the
performance of my duties as is required to reasonably fulfill the duties and
obligations of the Chairman and CEO of the Company, and will at all times
faithfully and diligently use my best efforts and abilities to promote
Employer's business interests. Notwithstanding the foregoing or anything else
contained herein to the contrary, I may work from my principal residence or any
other location I deem appropriate. Employer acknowledges that I have other
significant business interests that I will simultaneously be devoting my time,
attention and energies to, and that there is no requirement hereunder that I
devote any specified amount of my time, attention and energies to the business
of Employer.
(l) The parties further agree that all acts and/or omissions made by me
in the course of my employment with Employer shall be deemed to have been made
in the best interests of Employer, for the benefit of Employer and, absent
fraud, I shall, for all intents and purposes, be afforded such a presumption
consistent with the business judgment rule, irrespective of my additional
business interests. The parties acknowledge and agree that any act or omission
by me and/or my affiliates in connection with my additional business interests
shall not be grounds for termination hereunder under Section 3(b)(4) hereof or
any other section of this Agreement and further acknowledge and agree that this
Section 2(l) is of the essence of this Agreement and is a material inducement
for each party entering into this Agreement.
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3. Employment Term and Termination. The parties acknowledge and agree
that:
(a) The initial term of my employment shall be for a period of three
(3) years beginning on the Effective Date, unless earlier terminated as provided
herein (the "Initial Term"). At the expiration of the Initial Term or any
Renewal Term (as defined below), this Agreement will automatically renew for an
additional one (1) year term (each, a "Renewal Term"), absent sixty (60) days'
prior written notice to the contrary delivered by me to Employer or by Employer
to me prior to the end of the then-current Initial Term or Renewal Term, as
applicable. (The Initial Term and any Renewal Term(s) are sometimes referred to
herein collectively as the "Term".)
(b) This Agreement shall terminate upon the earliest to occur of the
following:
(1) the expiration of the Term after I have provided notice in
accordance with the provisions of paragraph (a) above;
(2) immediately upon my death;
(3) upon thirty (30) days' prior written notice to me from
Employer in the event of my disability (as used herein, the term "disability"
means a physical or mental disability which prevents me from performing my
obligations under this Agreement for a period of four consecutive months during
any period of three hundred sixty five (365) consecutive days);
(4) upon written notice from Employer to me that my employment is
being terminated for cause (as used herein, the term "for cause" means a
termination of my employment by Employer due to (i) a definitive determination
by a court of law of my embezzlement or willful misappropriation of funds or
other assets of any person, (ii) my conviction (by trial, upon a plea or
otherwise) of, or my admission of guilt of, any felony, (iii) a willful breach
of my fiduciary duty to Employer, or a willful violation of any other material
contractual, statutory, common law or other legal duty I owe to Employer or its
stockholders, (iv) my engaging in conduct which is willfully and intentionally
conducted to be materially adverse to Employer or materially inconsistent with
my duties and responsibilities or (v) my habitual gross neglect of duties or
other material breach of this Agreement); provided, however, that with regard to
this subparagraph (4), I may not be terminated for cause unless and until
Employer has given to me at least sixty (60) days' prior written notice of its
intended actions, specifically describing the alleged events, activities or
omissions giving rise thereto and with respect to those events, activities or
omissions for which a cure is possible, and I have not cured such event,
activity or omission prior to the end of such sixty-day time period; and
provided, further, that for purposes of determining whether any such cause is
present, no act or failure to act by me shall be considered "willful" if done or
omitted to be done by me in good faith and in the reasonable belief that such
act or omission was in the best interest of Employer and/or required by
applicable law.
(5) upon at least thirty (30) days' prior written notice from me
to Employer that I am terminating my employment other than for Good Reason (as
defined below); or
(6) upon at least sixty (60) days' prior written notice from
Employer to me that Employer is terminating my employment for any reason other
than for cause; or
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(7) upon at least thirty (30) days' prior written notice from me
to Employer that I am terminating my employment for good reason (as used herein,
the term "Good Reason" means: (i) a reduction in my duties or responsibility
without my prior written consent, other than an isolated, inadvertent action not
taken in bad faith which is remedied within seven (7) days of my notifying
Employer of such inadvertent action; (ii) a reduction in, or attempt to reduce,
my Base Salary, bonus level and/or benefits; (iii) a reduction in, or attempt to
reduce, my opportunities to earn a bonus pursuant to Section 2(d) hereof; (iv)
Employer's or any affiliate's failure to provide to me in all material respects
the indemnification and insurance coverage set forth in Section 2(j); (v) a
breach or failure to perform a material term and/or condition of this Agreement
by Employer, the parties agreeing that Employer's failure to timely pay me any
sum due hereunder, indemnify me or timely pay insurance premiums required in
Section 2(j) hereof are material conditions of this Agreement; (vi) the
occurrence of a "Change in Control" (as herein defined below); and (vii) any
purported termination of my employment for cause which is not effected pursuant
to Section 3(b)(4) (and for purposes of this Agreement, no such purported
termination shall be effective); in each of (ii), (iii), (iv) (v) and (vii)
above, which is not remedied within ten (10) days of notice of such breach
provided by me to Employer).
(8) the expiration of the Term after Employer has provided notice
in accordance with the provisions of paragraph (a) above
For purposes of this Agreement a "Change in Control" shall mean an event as
a result of which: (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities and Exchange Act of 1934 (the "Exchange Act")) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the voting stock of
Employer; (ii) Employer consolidates with, or merges with or into another
corporation or sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets to any person, or any corporation
consolidates with, or merges with or into, Employer, in any such event pursuant
to a transaction in which some or all of the outstanding voting stock of
Employer is changed into or exchanged for cash, securities or other property,
other than any such transaction where (A) the outstanding voting stock of
Employer is changed into or exchanged for (x) voting stock of the surviving or
transferee corporation or (y) cash, securities (whether or not including voting
stock) or other property, and (B) the holders of the voting stock of Employer
immediately prior to such transaction own, directly or indirectly, not less than
50% of the voting power of the voting stock of the surviving corporation
immediately after such transaction; or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board (together with any new directors whose election I approved in writing)
cease for any reason to constitute a majority of the Board then in office; or
(iv) Employer is liquidated or dissolved or adopts a plan of liquidation,
provided however that a Change in Control shall not include any going private or
leveraged buy-out transaction which is sponsored by me or in which I acquire an
equity interest in excess of 15% of the successor entity.
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(c) If my employment under this Agreement is terminated:
(1) pursuant to paragraph 3(b)(3), 3(b)(6), 3(b)(7) or 3(b)(8)
above during the Term, Employer shall pay or cause to be provided to me the
following: (i) within fifteen (15) days of the termination of employment, a lump
sum amount equal to the greater of: (x) my monthly Base Salary multiplied by the
number of full months remaining in the Initial Term or (y) my monthly Base
Salary multiplied by twelve (12); (ii) within fifteen (15) days of the
termination of employment, a lump sum amount equal to all of my accrued but
unpaid Vacation Benefit through the effective date of termination, paid at the
level of my Base Salary in effect at the time of termination of my employment;
(iii) within fifteen (15) days of the termination of my employment, a lump sum
amount equal to any authorized, required or awarded, but as-yet unpaid bonus;
(iv) within fifteen (15) days of the termination of employment, a lump sum
amount equal to the full amount of my bonus compensation for that fiscal year
(based on projections for Employer's results of operations for that year); (v)
within fifteen (15) days of the termination of employment, a lump sum amount
equal to all unpaid reimbursement amounts per Section 2(h) of this Agreement;
(vi) for a period of twelve (12) months from the effective date of the
termination of my employment, all group medical, health and accident insurance
or such other health care insurance benefits in which I was a participant prior
to the termination date, at the same coverage level and on the same terms and
conditions which applied immediately prior to the termination date; provided,
however, that if, as the result of the termination of my employment, I and/or my
otherwise eligible dependents or beneficiaries shall become ineligible for
benefits under any one or more benefit plans of Employer , Employer shall
continue to provide me and my eligible dependents or beneficiaries through other
means, at Employer's sole cost and expense, with benefits at a level at least
equivalent to the level of benefits for which I and my dependents and
beneficiaries were eligible under such plans immediately prior to the
termination date. At the termination of the benefits coverage under the
preceding sentence, I and my dependents shall be entitled to continuation
coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as
amended, Sections 601-608 of the Employee Retirement Income Security Act of
1974, as amended, and under any other applicable law, to the extent required by
such laws, as if my employment with the Company had been terminated on the date
such benefits coverage terminates; and (vii) all stock options granted to me
shall fully vest on the date of termination of my employment and shall be fully
exercisable at any time thereafter (which is prior to their expiration) in my
sole my discretion; or
(2) pursuant to paragraph 3(b)(1) through 3(b)(5) above, excluding
paragraph 3(b)(3), I will be entitled to receive: (i) within fifteen (15) days
of the end of my employment, my accrued but not paid Base Salary; (ii) within
fifteen (15) days of the termination of employment, a lump sum amount equal to
all of my accrued but unpaid Vacation Benefit through the date of termination,
paid at the level of my Base Salary; (iii) within fifteen (15) days of the
termination of employment, a lump sum amount equal to any authorized, required
or awarded, but as-yet unpaid bonus; (iv) a pro-rata portion of the full amount
of my bonus compensation for that fiscal year (based on projections for
Employer's results of operations for that year) based upon a fraction, the
numerator of which is the number of weeks during that calendar year prior to the
effective date of termination and the denominator of which is fifty-two (52);
and (iv) within fifteen (15) days of the termination of employment, a lump sum
amount equal to all reimbursement amounts per Section 2(h) of this Agreement.
(d) Employer's obligation to pay the aforementioned sums and provide
the aforementioned benefits shall be absolute and I shall not be required to
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mitigate damages under this Agreement by seeking other employment. The amount of
any payment or benefit provided for in this Agreement shall not be reduced by
any compensation or benefits earned or provided to me as the result of
employment by another employer.
(e) Employer shall have no right to offset or setoff against any
payments or other benefits due to me and/or any of my affiliates under this
Agreement or any other agreement, to which I and/or any of my affiliates may be
a party with Employer , the amount of any claims it may have against me by
reason of: (i) any matters pertaining to my employment by Employer; (ii) any
matters pertaining to my rendering of services to, or my involvement with,
Employer; or (iii) any breach or alleged breach of this Agreement by me. In no
event shall I be liable to Employer for any matters related to my employment by,
and/or rendering services to, Employer in an amount in excess of one year's Base
Salary, collectively.
4. Confidentiality.
(a) Definitions.
(1) "Proprietary Information" means all information and ideas,
whatever form, tangible or intangible, (i) pertaining to the business of
Employer and any of its subsidiaries (collectively, the "Company Parties"), (ii)
produced by any employee or consultant of a Company Party, or (iii) otherwise
produced or acquired by or on behalf of a Company Party. Proprietary Information
includes, without limitation, (i) formulas, research and development techniques,
processes, trade secrets, computer programs, software, electronic codes, mask
works, inventions, innovations, patents, patent applications, discoveries,
improvements, data, know-how, formats, test results, and research projects; (ii)
information about costs, profits, markets, sales, contracts, customers,
including customer lists and agreements, and suppliers, including supplier
agreements; (iii) business, marketing, and strategic plans; (iv) forecasts,
unpublished financial information, budgets, projections, and customer
identities, characteristics and agreements; and (v) employee personnel files and
compensation information. Notwithstanding the foregoing or anything else
contained herein to the contrary, the confidential obligations herein will cease
as to Proprietary Information that: (w) has become publicly known through no
fault of mine; (x) is received by me properly and lawfully from a third party
without restriction on disclosure and without knowledge or reasonable suspicion
that the third party's disclosure is in breach of any obligations to Employer;
(y) has been developed by me completely independent of the delivery of
Proprietary Information hereunder; or (z) has been approved for public release
by written authorization of Employer.
(2) "Confidential Information" means Proprietary Information not
generally known outside of the Employer organization, or so known only through
improper means. Confidential Information is to be broadly defined and includes
(without limitation) trade secrets (as defined under Cal. Civil Code ss.3426.1)
and all other information that has commercial value or other utility in the
business in which any Company Party is engaged, or the unauthorized disclosure
of which could be detrimental to the interests of a Company Party, whether or
not such information has been identified as Confidential Information.
Confidential Information includes information disclosed by a Company Party and
information developed or learned by me for the benefit of Employer during the
course of my employment with Employer. Confidential Information will not include
any information that (x) is or becomes public knowledge otherwise than by my act
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or omission; or (y) is or becomes available to me without obligation of
confidence from a source (other than Employer) provided that the source of such
information was not known by me to be bound by a confidentiality agreement with
or other contractual, legal or fiduciary obligation of confidentiality to
Employer or any other party with respect to such information. Notwithstanding
anything contained herein to the contrary, however, no information, including
without limitation, Proprietary Information, constitutes Confidential
Information if it is generic information or general knowledge which I would have
learned in the course of similar employment elsewhere in the trade or if it is
otherwise publicly known and in the public domain.
(3) "Company Materials" means (i) all original copies and all
reproductions of Confidential Information, including (without limitation)
devices, records, sketches, reports, notebooks, proposals, lists,
correspondence, equipment, documents, computer diskettes, photographs,
negatives, undeveloped film, notes, drawings, specifications, tape recordings or
other electronic recordings, program and data, and (ii) all other materials and
property of any nature belonging to, or materially pertaining to my work with,
any Company Party.
(b) Delivery of Company Materials. Upon termination of my employment
for whatever reason, I shall deliver to Employer all Company Materials, and I
shall not take, or intentionally allow a third party to take, any Company
Materials. I recognize that the unauthorized taking of Confidential Information
may be a crime under the Cal. Penal Code ss.499c or comparable laws of other
states or the United States, and may also result in civil liability under
Sections 3426.1 through 3426.11 of the California Civil Code, or comparable laws
of other states.
(c) Third-Party Information. I acknowledge that the Company Parties
have received and in the future will receive from third parties their
confidential information, subject in some cases to a duty to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I will treat such information in a manner consistent with the Company
Party's agreement with such third parties, and without limiting the foregoing, I
will not, directly or indirectly, use, make available, sell, intentionally
disclose or otherwise communicate to any third party, other than in my assigned
duties for the benefit of Employer, any such confidential information.
5. Representations and Warranties. I hereby represent and warrant that (i)
my employment with Employer does not and will not breach any agreements with or
duties to a former employer or any other third party, (ii) I have no obligations
inconsistent with the terms of this Agreement or with my undertaking a
relationship with Employer, and I will not enter into any agreement in conflict
with this Agreement; (iii) the performance of this Agreement does not and will
not violate any applicable law, rule or regulation or any proprietary or other
right of any third party; (iv) I will not disclose to any Company Party or use
on its behalf, any confidential information belonging to others; and (v) there
is no other contract to assign inventions, trademarks, copyrights, ideas,
processes, discoveries or other intellectual property that is now in existence
between me and any other person. During the Term, I agree that I will promptly
inform Employer if I become aware of any fact that would cause my
representations and warranties above to be false. The individuals signing on
behalf of Employer and Employer hereby represent and warrant that each such
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signatory has full authority to enter into this Agreement as an officer or other
duly authorized agent of each of Employer and Employer such that this Agreement
is legal, valid and binding upon each of Employer and Employer, enforceable in
accordance with its terms.
6. Agreement to Arbitrate.
(a) In consideration of my employment with Employer, Employer and I
hereby agree that any claim or controversy arising from, or relating in any way
to, my employment relationship with Employer, including, but not limited to, any
claim arising from discipline, demotion, or termination, shall be submitted to,
and shall be resolved through, final and binding arbitration before a judicial
arbitrator selected in accordance with the procedures of the arbitration service
selected by the party against whom the claim is brought from among the
following: Alternative Dispute Resolution Services, Judicial Arbitration and
Mediation Services, American Arbitration Association, or such other service to
which the parties agree. This agreement to arbitrate includes, but is not
limited to, all claims, allegations, and charges of violation of federal, state
or local law, statute, ordinance, rule or regulation (e.g., claims of
discrimination, including, but not limited to, discrimination based upon race,
sex, sexual orientation, religion, national origin, age, marital status, creed,
color, medical condition as defined under federal and/or California law,
physical or mental disability, and claims relating to leaves of absence mandated
by state and/or federal law), breach of any alleged contract or covenant
(express or implied), tort claims, wage payment claims, violation of public
policy claims, or any other alleged violation of statutory, contractual or
common-law rights. I understand that the agreement to arbitrate contained in
this paragraph 6 covers any and all claims that I might bring under Title VII,
the Americans with Disabilities Act, the Age Discrimination in Employment Act
and the California Fair Employment and Housing Act.
(b) EACH OFEMPLOYER AND I HEREBY WAIVE ANY RIGHT ANY OF US MAY HAVE TO
A JURY TRIAL OF ANY CLAIM OR CONTROVERSY COVERED BY THIS AGREEMENT. The only
claims excluded from this agreement to arbitrate are claims that I may have for
workers' compensation benefits and unemployment compensation benefits,
administrative charges (but not litigation arising from such charges), any
solely monetary dispute within the jurisdiction of a small claims court and
claims arising under Paragraphs 4 and 5 of this Agreement.
(c) Employer or I must file a written demand for arbitration with one
of the arbitration services listed above of any claim subject to this paragraph
6 within applicable federal or state statutes of limitation. Each of us has the
right to representation by counsel with respect to arbitration of any dispute
pursuant to this paragraph 6. A single, neutral arbitrator shall be selected by
agreement between the parties to the dispute; if the parties do not agree upon
the selection of an arbitrator within 30 days after the date of the request for
arbitration, a single, neutral arbitrator shall be selected pursuant to the
rules of the applicable arbitration service. The arbitration proceedings shall
occur in Los Angeles, California.
(d) At the request of any party, the arbitration proceedings shall be
conducted in the utmost secrecy, and, in such a case, all documents, testimony
and records shall be received, heard and maintained by the arbitrator in
secrecy, available for inspection only by the parties and their respective
attorneys and experts. Each party shall be allowed sufficient discovery to
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arbitrate its claims as part of the arbitration process. The arbitrator shall
conduct a full hearing at which the parties shall be entitled to present
evidence and examine and cross-examine witnesses. The arbitrator shall issue a
written decision revealing the essential findings and conclusions upon which any
award is based. In addition, the arbitrator shall have authority to award
equitable relief, damages, costs and fees to the extent permitted by law,
including, but not limited to, any remedy or relief that a governing court might
order.
(e) For statutory employment discrimination claims, and to the extent
otherwise required by California law, any arbitration costs and fees that I
would not be required to bear if I were free to bring an action in court shall
be borne by Employer, provided that none of the parties to a dispute shall be
responsible for the other's attorneys' fees and costs absent an award of such
fees by the arbitrator. Each of the parties shall be equally bound by any
decision of the arbitrator. The arbitrator shall have exclusive authority to
resolve all claims between the parties, including, but not limited to, whether
any particular claim is arbitrable and whether all or part of this Agreement is
void or unenforceable.
(f) The parties understand and agree that this paragraph 6 contains a
full and complete statement of any and all agreements and understandings
regarding resolution of disputes between Employer and me, and that the
obligations set forth in this paragraph 6 shall survive the termination of my
employment with Employer.
7. Miscellaneous.
(a) Injunctive Relief. I acknowledge and agree that (i) my failure to
carry out any obligations set forth in paragraphs 4 and 5 above, or a breach by
me of any provision contained in paragraphs 4 and 5 above, will constitute
immediate and irreparable damage to Employer that cannot be fully and adequately
compensated in money damages and therefore will warrant preliminary and other
injunctive relief, an order for specific performance, and other equitable
relief; (ii) no bond or other security shall be required in obtaining such
relief; and (iii) no proof of actual damages to Employer shall be required to
obtain such relief. I consent to the issuance of such injunction and the
ordering of specific performance. I agree that other action may be taken and
remedies enforced against me.
(b) Modification. No modification or waiver of any provision of this
Agreement shall be valid unless made in writing and signed by myself and the
President of Employer The failure, whether purposeful or otherwise, to exercise
in any instance any right, power or privilege under this Agreement or under law
shall not constitute a waiver of any other right, power or privilege, nor of the
same right, power or privilege in any other instance.
(c) Binding Effect. This Agreement shall be binding upon me, my heirs,
executors, assigns and administrators and all successors of Employer Except as
expressly provided herein, no party hereto may sell, transfer, assign, or pledge
any of their rights or interests pursuant to this Agreement and any attempted
assignment in violation hereof shall be null and void ab initio.
(d) Governing Law; Consent to Jurisdiction. This Agreement shall be
construed in accordance with, and all actions arising under or in connection
therewith shall be governed by, the internal laws of the State of California
(without reference to conflict of law principles). I hereby consent to the
10
personal jurisdiction of the state and federal courts located in Los Angeles
County, California, for any lawsuit filed there against me by Employer arising
out of or relating to this Agreement.
(e) Integration. This Agreement together with the attached schedules
and exhibits supersedes all, and may not be contradicted by evidence of any,
other prior and contemporaneous agreements and statements on the subjects
covered in this Agreement, whether written or oral. If any practices, policies,
or procedures of Employer, whether in writing or not, now or in the future, that
apply to me are inconsistent with the terms hereof, the provisions of this
Agreement shall control unless changed in writing in accordance with paragraph
9(b) hereof.
(f) Construction. This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any party. By way
of example and not limitation, this Agreement shall not be construed against the
party responsible for any language in this Agreement. The headings of the
paragraphs hereof are inserted for convenience only, and do not constitute part
of and shall not be used to interpret this Agreement.
(g) Severability. If any term, provision, covenant or condition of this
Agreement, or the application thereof to any person, place or circumstance,
shall be held to be invalid, unenforceable or void, the remainder of this
Agreement and such term, provision, covenant or condition as applied to other
persons, places and circumstances shall remain in full force and effect.
(h) Rights Cumulative. The rights and remedies provided hereby are
cumulative, and the exercise of any right or remedy, whether pursuant hereto, to
any other agreement, or to law, shall not preclude or waive the right to
exercise any or all other rights and remedies.
(i) Further Assurances. I will perform any further acts and execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement.
(j) Notices. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered if sent by personal delivery
(including, without limitation, recognized courier services) or three (3)
business days after mailing when deposited in the mail if sent by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the named party at the address set forth on Schedule 1 hereto, or
to such other address as any party may have furnished to the other in writing in
accordance herewith, except that all notices of change of address shall be
effective only upon receipt.
[remainder of page intentionally left blank ]
(k) Employee Acknowledgment. I have had the opportunity to consult
legal counsel in regard to, and have read and understood, this Agreement. I am
fully aware of its legal effect, and I have entered into it freely and
voluntarily and based on my own judgment and not on any representations or
promises other than those contained herein.
IN WITNESS WHEREOF, I have executed this Agreement as of the date set forth
below.
Dated: April 30, 2003
/s/Xxxxx Xxxxxxxxxx
-------------------------------------------------------------
Employee Signature
Printed Name of Employee: Xxxxx Xxxxxxxxxx
Acknowledged and agreed:
SBS INTERACTIVE, CO., INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx, Director
And
By: /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx, Director
12
SCHEDULE 1
NOTICE ADDRESSES
EXHIBIT A
Notice of Stock Option Grant
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
SBS INTERACTIVE, CO., INC.
Stock Option Agreement
Section 1: GRANT OF OPTION
1.1 Option. On the terms and conditions set forth herein (this
"Agreement"), and as of April 30, 2003 (the "Effective Date"), Xxxxx Xxxxxxxxxx
(the "Optionee") is hereby granted the option to purchase for $0.75 per share
(the "Exercise Price") 1,211,963 shares (the "Shares") of the common stock of
SBS Interactive Co., Inc. (the "Company"). This option is intended to be a
Non-Qualified Stock Option.
1.2 Stock Plan. This option is granted pursuant to and subject to the terms
of this written Stock Option Agreement (the "Plan").
Section 2: RIGHT TO EXERCISE
2.1 Exercisability. This option shall be exercisable as follows: As to
one-half (1/2) of the Shares on the date that is six (6) months following the
Effective Date, and as to the remaining one-half (1/2) of the Shares on the date
that is eighteen (18) months following the Effective Date. This option shall
expire on the date that is ten (10) years after the Effective Date (the
"Expiration Date"). Subject to Section 2.3 below and the other conditions set
forth in this Agreement, all or part of this option may be exercised prior to
its expiration at the time or times set forth herein.
2.2 Shareholder Approval. Any other provision of this Agreement
notwithstanding, no portion of this option shall be exercisable at any time
prior to the approval of this Agreement by the Company's shareholders.
Section 3: NO TRANSFER OR ASSIGNMENT OF OPTION
Except as provided herein, Optionee may not assign, sell or transfer the
option, in whole or in part, other than by will or by operation of the laws of
descent and distribution, or as follows: (i) by gift to a member of the
Optionee's immediate family or (ii) by transfer by instrument to a trust
providing that the Option is to be passed to beneficiaries upon death of the
trustor (either or both (i) or (ii) referred to as a "Permitted Transferee").
For purposes of this Section 3, "immediate family" shall mean the Optionee's
spouse (including a former spouse subject to terms of a domestic relations
order); child, stepchild, grandchild, child-in-law; parent, stepparent,
grandparent, parent-in-law; sibling and sibling-in-law, and shall include
adoptive relationships. A transfer permitted under this Section 3 hereof may be
made only upon written notice to Administrator. A Permitted Transferee may not
further assign, sell or transfer the transferred option, in whole or in part,
other than by will or by operation of the laws of descent and distribution. A
Permitted Transferee shall agree in writing to be bound by the provisions of
this Agreement.
Section 4: EXERCISE PROCEDURES
4.1 Notice of Exercise. The Optionee or the Optionee's representative may
exercise this option by delivering a written notice in the form of Exhibit A
attached hereto ("Notice of Exercise") to the Company in the manner specified
pursuant to Section 13.4 hereof. Such Notice of Exercise shall specify the
election to exercise this option, the number of Shares for which it is being
exercised and the form of payment, which must comply with Section 5. The Notice
of Exercise shall be signed by the person who is entitled to exercise this
option. In the event that this option is to be exercised by the Optionee's
representative, the notice shall be accompanied by proof (satisfactory to the
Company) of the representative's right to exercise this option.
4.2 Issuance of Shares. After receiving a proper Notice of Exercise, the
Company shall cause to be issued a certificate or certificates for the Shares as
to which this option has been exercised, registered in the name of the person
exercising this option (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship). The Company
shall cause such certificate or certificates to be deposited in escrow or
delivered to or upon the order of the person exercising this option.
4.3 Withholding Taxes. In the event that the Company determines that it is
required to withhold any tax as a result of the exercise of this option, the
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise in
connection with the vesting or disposition of Shares purchased by exercising
this option.
Section 5: PAYMENT FOR STOCK
5.1 General Rule. The entire Exercise Price of Shares issued under the Plan
shall be payable in full by cash or check for an amount equal to the aggregate
Exercise Price for the number of shares being purchased. Alternatively, in the
sole discretion of the Plan Administrator and upon such terms as the Plan
Administrator shall approve, the Exercise Price may be paid by:
5.2 Cashless Exercise. A copy of instructions to a broker directing such
broker to sell the Shares for which this option is exercised, and to remit to
the Company the aggregate Exercise Price of such option ("Cashless Exercise");
2
5.3 Stock-For-Stock Exercise. Paying all or a portion of the Exercise Price
for the number of Shares being purchased by tendering Shares owned by the
Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on
the date of delivery equal to the Exercise Price multiplied by the number of
Shares with respect to which this option is being exercised (the "Purchase
Price") thus constituting the full aggregate Purchase Price of the shares with
respect to which this option or portion hereof is exercised ("Stock-for-Stock
Exercise"); or
5.4 Withholding Payment. The Exercise Price shall include payment of the
amount of all federal, state, local or other income, excise or employment taxes
subject to withholding (if any) by the Company or any parent or subsidiary
corporation as a result of the exercise of a Stock Option. The Optionee may pay
all or a portion of the tax withholding by cash or check payable to the Company,
or, at the discretion of the Administrator, upon such terms as the Administrator
shall approve, by (i) Cashless Exercise; (ii) Stock-for-Stock Exercise; (iii) in
the case of an Option, by paying all or a portion of the tax withholding for the
number of shares being purchased by withholding shares from any transfer or
payment to the Optionee ("Stock withholding"); or (iv) a combination of one or
more of the foregoing payment methods. Any shares issued pursuant to the
exercise of an Option and transferred by the Optionee to the Company for the
purpose of satisfying any withholding obligation shall not again be available
for purposes of the Plan. The fair market value of the number of shares subject
to Stock withholding shall not exceed an amount equal to the applicable minimum
required tax withholding rates.
5.5 Promissory Note. The Plan Administrator, in its sole discretion, upon
such terms as the Plan Administrator shall approve, may permit all or a portion
of the Exercise Price of Shares issued under the Plan to be paid with a
full-recourse promissory note; provided, however, that payment of any portion of
the Exercise Price by promissory note shall not be permitted where such loan
would be prohibited by applicable laws, regulations and rules of the Securities
and Exchange Commission and any other governmental agency having jurisdiction.
However, in the event there is a stated par value of the shares and applicable
law requires, the par value of the shares, if newly issued, shall be paid in
cash or cash equivalents. The Shares shall be pledged as security for payment of
the principal amount of the promissory note and interest thereon. Subject to the
foregoing, the Plan Administrator (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.
5.6 Exercise/Pledge. In the discretion of the Plan Administrator, upon such
terms as the Plan Administrator shall approve, payment may be made all or in
part by the delivery (on a form prescribed by the Plan Administrator) of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.
Section 6: TERM AND EXPIRATION
6.1 Basic Term. This option shall expire and shall not be exercisable after
the expiration of the earliest of (i) the Expiration Date, (ii) twelve (12)
months after the date the Optionee's Service with the Company and its
Subsidiaries terminates if such termination is for any reason other than for
cause (as defined in Section 3(b)(4) of Optionee's Employment Agreement with the
Compnay), and (iii) if the Optionee's Service with the Company and its
Subsidiaries terminates for cause, all outstanding Options granted to such
Optionee shall expire as of the commencement of business on the date of such
3
termination. Outstanding Options that are not exercisable at the time of
termination of employment for any reason shall expire at the close of business
on the date of such termination. The Plan Administrator shall have the sole
discretion to determine when this option is to expire. For any purpose under
this Agreement, Service shall be deemed to continue while the Optionee is on a
bona fide leave of absence, to the extent such leave is required by applicable
law. To the extent applicable law does not require such a leave to be deemed to
continue while the Optionee is on a bona fide leave of absence, such leave shall
be deemed to continue if, and only if, expressly provided in writing by the
Administrator or a duly authorized officer of the Company, Parent or Subsidiary
for whom Optionee provides his or her services.
6.2 Exercise After Death or Disability. Upon the death or Disability of
Optionee, this option shall immediately vest and become fully exercisable as to
all of the Shares, and all or any part of this option may be exercised at any
time before its expiration under Section 6.1 above by the executors or
administrators of the Optionee's estate or by any person who has acquired this
option directly from the Optionee by beneficiary designation, bequest or
inheritance. For purposes of this Agreement, "Disability" means that the
Optionee is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment.
6.3 Exercise After Termination. Upon the termination of Optionee's
employment for any reason other than for cause or Optionee's voluntary
termination, this option shall immediately vest and become fully exercisable as
to all of the Shares, and all or any part of this option may be exercised at any
time before its expiration under Section 6.1 above by Optionee or by any person
who has acquired this option directly from the Optionee by beneficiary
designation, bequest or inheritance.
Section 8: OBLIGATION TO SELL
Notwithstanding anything herein to the contrary, if at any time following
Optionee's acquisition of Shares hereunder, shareholders of the Company owning
51% or more of the shares of the Company (on a fully diluted basis) (the
"Control Sellers") enter into an agreement (including any agreement in
principal) to transfer all of their shares to any person or group of persons who
are not affiliated with the Control Sellers, such Control Sellers may require
each shareholder who is not a Control Seller (a "Non-Control Seller") to sell
all of their shares to such person or group of persons at a price and on terms
and conditions the same as those on which such Control Sellers have agreed to
sell their shares, other than terms and conditions relating to the performance
or non-performance of services. For the purposes of the preceding sentence, an
affiliate of a Control Seller is a person who controls, which is controlled by,
or which is under common control with, the Control Seller.
Section 9: LEGALITY OF INITIAL ISSUANCE
No Shares shall be issued upon the exercise of this option unless and until
the Company has determined that:
4
(a) It and the Optionee have taken any actions required to register the
Shares under the Securities Act of 1933, as amended (the "Securities Act") or to
perfect an exemption from the registration requirements thereof;
(b) Any applicable listing requirement of any stock exchange on which Stock
is listed has been satisfied; and
(c) Any other applicable provision of state or federal law has been
satisfied.
Section 10: RESTRICTIONS ON TRANSFER
10.1 Securities Law Restrictions. Regardless of whether the offering and
sale of Shares under the Plan have been registered under the Securities Act or
have been registered or qualified under the securities laws of any state, the
Company at its discretion may impose restrictions upon the sale, pledge or other
transfer of such Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law.
10.2 Market Stand-Off. In the event of an underwritten public offering by
the Company of its equity securities pursuant to an effective registration
statement filed under the Act, including the Company's initial public offering
(a "Public Offering"), the Optionee shall not Transfer for value any shares of
Stock without the prior written consent of the Company or its underwriters, for
such period of time from and after the effective date of such registration
statement as may be requested by the Company or such underwriters (the "Market
Stand-Off"). The Market Stand-Off shall be in effect for such period of time
following the date of the final prospectus for the offering as may be requested
by the Company or such underwriters. In the event of the declaration of a stock
dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company's outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Shares subject to the Market Stand-Off, or into which such Shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Shares acquired under this Agreement until the
end of the applicable stand-off period.
10.3 Investment Intent at Grant. The Optionee represents and agrees that
the Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.
10.4 Investment Intent at Exercise. In the event that the sale of Shares
under the Plan is not registered under the Securities Act but an exemption is
available which requires an investment representation or other representation,
the Optionee 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.
5
10.5 Legends. All certificates evidencing Shares purchased under this
Agreement in an unregistered transaction shall bear the following legend (and
such other restrictive legends as are required or deemed advisable under the
provisions of any applicable law):
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED."
10.6 Removal of Legends. If, in the opinion of the Company and its counsel,
any legend placed on a stock certificate representing Shares sold under this
Agreement no longer is required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.
10.7 Administration. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 10 shall be
conclusive and binding on the Optionee and all other persons.
Section 11: MISCELLANEOUS PROVISIONS
11.1 Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by filing a notice of exercise and
paying the Exercise Price pursuant to Section 4 and Section 5 hereof.
11.2 Adjustments. If there is any change in the number of outstanding
shares of Stock by reason of a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification, then (i) the number of shares
subject to this option and (ii) the Exercise Price of this option, in effect
prior to such change, shall be proportionately adjusted to reflect any increase
or decrease in the number of issued shares of Stock; provided, however, that any
fractional shares resulting from the adjustment shall be eliminated.
11.3 No Retention Rights. Nothing in this option or in the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Parent or Subsidiary employing or retaining the Optionee)
or of the Optionee, which rights are hereby expressly reserved by each, to
terminate his or her Service at any time and for any reason, with or without
cause.
11.4 Notice. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed the Optionee at the
address set forth in the records of the Company. Notice shall be addressed to
the Company at:
6
SBS Interactive Co., Inc.
000 Xxxxxxx Xx., Xxxx 0
Xxxxxxx, XX X0X 0X0
Fax: (000) 000-0000
11.5 Entire Agreement. This Agreement and Optionee's Employment Agreement
with the Company dated April 29, 2003, constitute the entire contract between
the parties hereto with regard to the subject matter hereof. They supersede any
other agreements, representations or understandings (whether oral or written and
whether express or implied) that relate to the subject matter hereof.
11.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS
CHOICE OF LAWS PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS ENTERED
INTO AND PERFORMED IN SUCH STATE.
11.7 Attorneys' Fees. In the event that any action, suit or proceeding is
instituted upon any breach of this Agreement, the prevailing party shall be paid
by the other party thereto an amount equal to all of the prevailing party's
costs and expenses, including attorneys' fees incurred in each and every such
action, suit or proceeding (including any and all appeals or petitions
therefrom). As used in this Agreement, "attorneys' fees" shall mean the full and
actual cost of any legal services actually performed in connection with the
matter involved calculated on the basis of the usual fee charged by the attorney
performing such services and shall not be limited to "reasonable attorneys'
fees" as defined in any statute or rule of court.
SBS INTERACTIVE, CO., INC.
By: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx, Director
And
By: /s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx, Director
7
EXHIBIT A
NOTICE OF EXERCISE
(To be signed only upon exercise of the Option)
SBS Interactive Co., Inc.
000 Xxxxxxx Xx., Xxxx 0
Xxxxxxx, XX X0X 0X0
Fax: (000) 000-0000
The undersigned, the holder of the enclosed Stock Option Agreement, hereby
irrevocably elects to exercise the purchase rights represented by the Option and
to purchase thereunder ______* shares of Common Stock of SBS Interactive Co.,
Inc. (the "Company"), and herewith encloses payment of $_______ and/or _________
shares of the Company's common stock in full payment of the purchase price of
such shares being purchased.
Dated:
------------------------------
YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF
STOCK OPTION GRANT AND STOCK OPTION AGREEMENT
-----------------------------------------------
(Signature must conform in all respects to
name of holder as specified on the face of
the Option)
-----------------------------------------------
(Please Print Name)
-----------------------------------------------
(Address)
* Insert here the number of shares called for on the face of the Option,
or, in the case of a partial exercise, the number of shares being
exercised, in either case without making any adjustment for additional
Common Stock of the Company, other securities or property that,
pursuant to the adjustment provisions of the Option, may be
deliverable upon exercise.
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Initials
