BIOXIDE CORPORATION
000 Xxxxx 000 Xxxx, #000
Xxxxxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
April 1, 1997
Xx. Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
STOCK OPTION GRANT AND AGREEMENT
Dear Xx. Xxxxxx:
Grant of Option. Bioxide Corporation, a Nevada corporation (the
"Company"), through the Compensation Committee of its Board of Directors (the
"Committee"), hereby grants to you an option (the "Option") to purchase the
total number of shares of the Company's capital stock set forth below (the
"Shares") at the exercise price per share set forth below (the "Exercise
Price"). The Option is subject to all of the terms and conditions of this Letter
Agreement and the Company's 1996 Stock Incentive Plan (the "Plan"), a copy of
which is attached to this letter.
Description of the Option.
Type of Option: Nonqualified Stock Option.
Exercise Price Per Share: $1.50.
Effective Date of Grant: April 1, 1997.
Expiration Date: April 1, 2000.
Number of Shares Subject to Option: 70,000.
Exercise Period of Option. Subject to the terms and conditions of the
Plan and this Letter Agreement, the Option shall become exercisable in whole or
in part from the Effective Date of Grant through the Expiration Date.
The Option shall expire on the earlier of (i) the Expiration Date set
forth above, or (ii) 90 days after the termination of your employment with the
Company for any reason, including your death or disability, and must be
exercised, if at all, in accordance with the terms of the Plan and this Letter
Agreement on or before the Expiration Date.
Manner of Exercise. The Option shall be exercisable by delivery to the
Committee of an executed written Notice of Stock Option Exercise and Agreement
("Notice"), in such form as may be approved by the Committee, which shall set
forth your election to exercise all or a portion of the Option, the number of
Shares being purchased, any restrictions imposed on the Shares by the Company,
and such other representations and agreements regarding your investment intent
and access to information as may be required by the Committee in order to enable
the Company to comply with applicable securities laws.
The Notice shall be accompanied by full payment of the Exercise Price
for the Shares being purchased in cash or by bank check. Alternatively, if
approved by the Committee in its sole discretion, the Exercise Price may be paid
by surrender of issued and outstanding shares of the Company's capital stock
having a fair market value equal to the Exercise Price, by any combination
thereof, or otherwise as the Committee may determine.
Prior to the issuance of Shares upon any exercise of the Option, you
must pay or make adequate provision for any applicable federal or state
withholding obligations of the Company.
When the Company has received the Notice and payment, in form and
substance satisfactory to counsel for the Company, the Company shall issue a
certificate or certificates representing the Shares purchased, registered in
your name or in the name of your legal representative.
Right of First Refusal. Each of the Shares, when acquired through the
exercise of the Option, will be subject to a right of first refusal in favor of
the Company, as contemplated by paragraph 11 of the Plan. If you elect to sell
the Shares, or any portion thereof, you must first offer in writing to sell the
Shares, or any such portion, to the Company at fair market value on a specified
date (which date shall be at least ten business days and not more than 20
business days following the date of such offer). The Company's right of first
refusal shall lapse five years from the date you acquire the Shares.
In the event of any conflict between the provisions of the Plan and the
terms and conditions of this Letter Agreement, the provisions of the Plan shall
govern, for all purposes.
Please return the enclosed copy of this Letter Agreement, signed to
reflect your acceptance of the terms of the Option, to the undersigned in the
enclosed envelope. If you do not sign and return this Letter Agreement, the
Company will have the right to terminate the Option.
Very truly yours,
BIOXIDE CORPORATION
By: Xxxx X. Xxxxxxxxxx
Its: Chairman
ACCEPTANCE
Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts the Option subject to all the terms and provisions thereof and of this
Letter Agreement. Optionee hereby agrees to accept as binding, conclusive, and
final all decisions or interpretations of the Committee appointed to administer
the Plan upon any questions arising under this Letter Agreement or the Plan.
Optionee acknowledges that he has been informed that there may be tax
consequences upon exercise of this Option or disposition of the Shares.
Dated: April 1, 1997
/s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX
