Exhibit 10.3
WORLD WASTE TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement"), is made as of the ________ day
of ________, 200_ by and between World Waste Technologies, Inc., a California
corporation (the "Company"), and ("Optionee").
R E C I T A L
Pursuant to the 2007 Stock Plan (the "Plan") of the Company, the Board of
Directors of the Company or a committee to which administration of the Plan is
delegated by the Board of Directors (in either case, the "Administrator") has
authorized the granting to Optionee of a stock option to purchase the number of
shares of common stock of the Company specified in Section 1 hereof, at the
price specified therein, such option to be for the term and upon the terms and
conditions hereinafter stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the
Administrator, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms and conditions of the Plan, ________
shares of common stock of the Company ("Shares") at the price of $________ per
share.
2. Term. This Option shall expire on the day before the tenth (10th)
anniversary of the date of grant of the Option (the "Expiration Date"), unless
such Option shall have been terminated prior to that date in accordance with the
provisions of the Plan or this Agreement.
3. Shares Subject to Exercise. This Option shall be exercisable in
installments as follows: [INSERT VESTING SCHEDULE]; provided, however, that,
except as otherwise specifically provided for in this Option or in the Plan, an
installment shall not become exercisable if the Optionee is not serving as an
Employee or a Consultant as of such vesting date. Once exercisable, the Option
shall thereafter remain exercisable as to such Shares for the term specified in
Section 2 hereof, unless Optionee's service as an Employee or a Consultant is
terminated, in which case the provisions of Section 5 hereof will apply.
4. Method and Time of Exercise. The Option may be exercised by written
notice delivered to the Company at its principal executive office stating the
number of shares with respect to which the Option is being exercised, together
with:
(A) a check or money order made payable to the Company in the amount
of the exercise price and any withholding tax, as provided under Section 5
hereof; or
(B) if expressly authorized in writing by the Administrator, in its
sole discretion, at the time of the Option exercise, the tender to the Company
of shares of the Company's common stock owned by Optionee having a fair market
value not less than the exercise price, plus the amount of applicable federal,
state and local withholding taxes; or
(C) if expressly authorized in writing by the Administrator, in its
sole discretion, at the time of the Option exercise, the Optionee's full
recourse promissory note in a form approved by the Company; or
(D) if any other method such as cashless exercise is expressly
authorized in writing by the Administrator, in its sole discretion, at the time
of the Option exercise, the tender of such consideration having a fair market
value not less than the exercise price, plus the amount of applicable federal,
state and local withholding taxes.
Only whole shares may be purchased.
5. Tax Withholding. As a condition to exercise of this Option, the Company
may require Optionee to pay over to the Company all applicable federal, state
and local taxes which the Company is required to withhold with respect to the
exercise of this Option. At the discretion of the Administrator and upon the
request of Optionee, the minimum statutory withholding tax requirements may be
satisfied by the withholding of Shares otherwise issuable to Optionee upon the
exercise of this Option.
6. Exercise on Termination of Employment. If for any reason Optionee ceases
to be employed by the Company or any of its Affiliates (such event being called
a "Termination"), other than for Cause, this Option (to the extent then
exercisable) may be exercised in whole or in part at any time within 36 months
of the date of such Termination, but in no event after the Expiration Date. In
addition, upon such a Termination, all Options that have not vested as of the
date of Termination but that were scheduled to vest within the 12-month period
immediately following Termination shall automatically become exercisable.
"Employment" includes service as an employee, director, consultant or adviser.
For purposes of this Agreement, Optionee's employment shall not be deemed to
terminate by reason of a transfer to or from the Company or an Affiliate or
among such entities, or sick leave, military leave or other leave of absence
approved by the Administrator, if the period of any such leave does not exceed
ninety (90) days or, if longer, if Optionee's right to reemployment by the
Company or any Affiliate is guaranteed either contractually or by statute. In
the event Optionee's employment by the Company or any of its Affiliates is
Terminated for Cause, then the Option shall cease to be exercisable as of the
date of such Termination.
7. Non-Transferability. This Option may not be assigned or transferred
except by will or by the laws of descent and distribution, and may be exercised
only by Optionee during the Optionee's lifetime and after the Optionee's death,
by the Optionee's personal representative or by the person entitled thereto
under the Optionee's will or the laws of intestate succession.
8. Optionee Not a Stockholder. Optionee shall have no rights as a
stockholder with respect to the Shares covered by this Option until the date of
issuance of a stock certificate or stock certificates to the Optionee upon
exercise of this Option. No adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock certificate or
certificates are issued.
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9. No Right to Employment. Nothing in the Option granted hereby shall
interfere with or limit in any way the right of the Company or of any of its
Affiliates to terminate Optionee's employment, consulting or advising
relationship with the Company or any of its Affiliates at any time, nor confer
upon Optionee any right to continue in the employ of the Company or any of its
Affiliates, or continue to consult or advise the Company or any of its
Affiliates.
10. Representations; Restrictions on Sale of Shares.
(A) As a condition to Optionee's receipt of this Option, Optionee
hereby represents and warrants to the Company that Optionee (i) is an accredited
investor (as such term is defined in Regulation D under the Securities Act), or
(ii) has a preexisting personal or business relationship with the Company or any
of its officers, directors or Affiliates, or (iii) by reason of Optionee's
business or financial experience or the business or financial experience of
Optionee's professional advisors who are unaffiliated with and who are not
compensated by the Company or any of its Affiliates, directly or indirectly,
could be reasonably assumed to have the capacity to protect Optionee's own
interests in connection with the grant to Optionee of this Option.
(B) Optionee further represents and agrees that upon the Optionee's
exercise of this Option, in whole or in part, unless there is in effect at that
time under the Securities Act of 1933 a registration statement relating to the
Shares issued to the Optionee, the Optionee will acquire the Shares issuable
upon exercise of this Option for the purpose of investment and not with a view
to their resale or further distribution, and that upon such exercise thereof the
Optionee will furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. Optionee agrees that any
certificates issued upon exercise of this Option may bear a legend indicating
that their transferability is restricted in accordance with applicable state and
federal securities law. Any person or persons entitled to exercise this Option
under the provisions of Sections 6 and 7 hereof shall, upon each exercise of
this Option under circumstances in which Optionee would be required to furnish
such a written statement, also furnish to the Company a written statement to the
same effect, satisfactory to the Company in form and substance.
11. Plan Governs. This Agreement and the Option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan, as it may be construed by the
Administrator. Capitalized terms used in this Option and not defined shall have
the meanings ascribed to such terms in the Plan. Optionee hereby acknowledges
receipt of a copy of the Plan.
12. Notices. All notices to the Company shall be addressed to the Corporate
Secretary at the principal executive office of the Company, and all notices to
Optionee shall be addressed to Optionee at the address of Optionee on file with
the Company, or to such other address as either may designate to the other in
writing. A notice shall be deemed to be duly given if and when enclosed in a
properly addressed sealed envelope deposited, postage prepaid, with the United
States Postal Service. In lieu of giving notice by mail as aforesaid, written
notices under this Agreement may be given by personal delivery to Optionee or to
the Corporate Secretary (as the case may be).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
WORLD WASTE TECHNOLOGIES, INC.
By: _____________________________
Name:________________________
Title:_______________________
OPTIONEE:
By:_______________________________
Address:
__________________________________
__________________________________
__________________________________
__________________________________
Social Security Number
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