Exhibit 10.1
OPTION EXCHANGE AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of May 31, 2005, by and among
CAERUS, INC., a Delaware corporation (the "Company"), and XXXXX XXXXX, an
individual (the "Holder").
WHEREAS, the Company is a party to that certain Agreement and Plan of
Merger dated as of May 31, 2005 (the "Merger Agreement") with VoIP, Inc.
("Parent"), a Texas corporation, and Volo Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Parent;
WHEREAS, the Merger Agreement provides that, simultaneously upon the
closing (the "Closing") of the merger (the "Merger"), the outstanding options
(the "Old Options") for shares of the Company's common stock, par value $0.01
per share (the "Shares"), held by the Holder will be exchanged for 350,000
shares of common stock ("VoIP Common Stock") of VoIP, Inc., a Texas corporation;
and
WHEREAS, the undersigned Holder holds Old Options to purchase 1,000,000
Shares.
NOW THEREFORE, in consideration of the foregoing and the covenants and
agreements contained herein, the parties to this Agreement agree as follows:
1. Cancellation of Options. At the Closing, the Old Options held by the
Holder shall be exchanged by VoIP for 350,000 shares of VoIP Common Stock.
2. Acknowledgment of Consideration. The Holder acknowledges that the
shares of VoIP Common Stock to be received by the Holder pursuant to the Section
1 are in full consideration of the exchange of all of the Old Options held by
such Holder.
3. Surrender of Options. The Holder agrees that (a) as a condition to such
Holder's receipt of the VoIP Common Stock, Holder shall surrender to the Company
the original Option Agreement(s) relating to the Old Options for which such
Holder is receiving the shares of VoIP Common Stock, (b) the Option Agreement(s)
shall no longer evidence the right to purchase the Shares covered by such Old
Options, and (c) Parent shall withhold from Holder's compensation, any
applicable taxes required to be withheld as a result of the exchange of the Old
Options for the VoiP Common Stock.
4. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Delaware
without regard its principles of conflicts of laws.
5. Successors and Assigns. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective executors, heirs, legal representatives, successors and permitted
assigns.
6. Counterparts. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument. A telecopy or facsimile transmission of a signed counterpart of
this Agreement shall be sufficient to bind the party or parties whose
signature(s) appear(s) thereon.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
CAERUS, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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HOLDER:
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
