STOCK OPTION AGREEMENT
[Employee Incentive/Non-Incentive Stock Option Agreement Under Plan]
AGREEMENT, made as of ___________ ___, ____ by and between QuikBIZ
Internet Group, Inc., a Nevada corporation (the "Company"), and
______________________________ (the "Employee" or "Holder").
WHEREAS, [on / by written consent dated as of] , , pursuant to the
terms and conditions of the Company's 2000 Performance Equity Plan (the "Plan"),
the Board of Directors of the Company or the Committee authorized the grant to
the Employee of an option (the "Option") to purchase an aggregate of ______
shares of the authorized but unissued Common Stock of the Company, $.002 par
value (the "Common Stock"), conditioned upon the Employee's acceptance thereof
upon the terms and conditions set forth in this Agreement and subject to the
terms of the Plan (capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Plan); and
WHEREAS, the Employee desires to acquire the Option on the terms
and conditions set forth in this Agreement;
IT IS AGREED:
1. Grant of Stock Option. The Company hereby grants Employee the
Option to purchase all or any part of an aggregate of shares of Common Stock
(the "Option Shares") on the terms and conditions set forth herein and subject
to the provisions of the Plan.
2. [Non-]Incentive Stock Option. The Option represented hereby is
[not] intended to be an Option that qualifies as an "Incentive Stock Option"
under Section 422 of the Internal Revenue Code of 1986, as amended (the "code").
3. Exercise Price. The exercise price of the Option shall be $_____ per
share, subject to adjustment as hereinafter provided.
4. Exercisability. This Option shall become exercisable on _______ ___,
______, subject to the terms and conditions of this Agreement, and shall
remain exercisable until the close of business on _________ __, [cannot exceed
10 years for incentive option; 5 years for incentive options to greater
than 10% stockholders] (the "Exercise Period").
OR
5. Exercisability. This Option shall become exercisable, subject to the
terms and conditions of the Plan and this Agreement, as follows: (i) the right
to purchase (33-1/3%) of the Option Shares shall be exercisable on and after
_______ ___ , _____ [First Anniversary of Date of Grant], (ii) the right to
purchase an additional (33-1/3%) of the Option Shares shall be exercisable on
and after ________ __, ____, [Second Anniversary of Date of Grant] and (iii) the
right to purchase the remaining ________(33-1/3%) of the Option Shares shall be
exercisable on and after _______ ___, ____, Third Anniversary of Date of Grant].
After a portion of the Option becomes exercisable, it shall remain exercisable
except as otherwise provided herein, until the close of business on , [up to the
day before the Tenth Anniversary of Date of Grant for incentive option; Fifth
Aniversary for incentive options to greater than 10% stockholders] (the
"Exercise Period").
6. Withholding Tax. Not later than the date as of which an amount first
must be included in the gross income of Employee for Federal income tax purposes
with respect to the Option, Employee may be required to pay to the Company, or
make arrangements satisfactory to the Company regarding the payment of any
Federal, state and local taxes of any kind required by law to be withheld or
paid with respect to such amount. The obligations of the Company under the Plan
and pursuant to this Agreement shall be conditional upon such payments or
arrangements with the Company, if such payments or arrangements are required,
and the Company shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to Employee from the
Company.
7. Adjustments.
(a) In the event of a stock split, stock dividend, combination
of shares, or any other similar change in the Common Stock of the Company as a
whole, the Board of Directors of the Company shall make equitable, proportionate
adjustments in the number and kind of shares covered by the Option and in the
option price hereunder.
(b) In the event of any reclassification or reorganization of
the outstanding shares of Common Stock other than a change covered by subsection
(a) hereof or that solely affects the par value of such shares of Common Stock,
or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), the Holder shall
have the right thereafter (until the expiration of the right of exercise of this
Option) to receive upon the exercise hereof after such event, for the same
aggregate Exercise Price payable hereunder immediately prior to such
reclassification, reorganization, merger or consolidation, the amount and kind
of consideration receivable by a holder of the number of shares of Common Stock
of the Company obtainable upon exercise of this Option immediately prior to such
event. The provisions of this subsection (b) shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
8. Effect of Termination of Employment.
8.1 Termination Due to Death. If Employee's employment by the
Company terminates by reason of death, the portion of the Option, if any, that
was exercisable as of the date of death may thereafter be exercised by the legal
representative of the estate or by the legatee of the Employee under the will of
the Employee, for a period of one year from the date of such death or until the
expiration of the Exercise Period, whichever period is shorter. The portion of
the Option, if any, that was not exercisable as of the date of death shall
immediately expire.
8.2 Termination Due to Disability. If Employee's employment by
the Company terminates by reason of disability (as such term is defined in the
Plan), the portion of the Option, if any, that was exercisable as of the date of
disability may thereafter be exercised by the Employee for a period of one year
from the date of such termination or until the expiration of the Exercise
Period, whichever period is shorter. The portion of the Option, if any, that was
not exercisable as of the date of termination shall immediately expire.
8.3 Termination by the Company Without Cause and/or Due to
Retirement. If Employees employment is terminated by the Company without cause
or due to the normal retirement of Employee after his 65th birthday, then the
portion of the Option that has vested by the date of termination of employment
may be exercised for a period of three months from termination of employment or
until the expiration of the Exercise Period, whichever is shorter. The portion
of the Option, if any, not yet exercisable on the date of termination of
employment shall immediately expire.
8.4 Other Termination.
8.4.1 If Employee's employment is terminated for
any reason other than (i) death, (ii) disability, (iii) normal retirement, or
(iv) without cause by the Company, the Option, whether or not then exercisable,
shall expire on the date of termination of employment.
8.4.2 The Board of Directors of the Company or the
Committee, in the event the Employee's employment is terminated for cause, may
require the Employee to return to the Company the economic benefit of any Option
Shares purchased hereunder by the Employee within the six month period prior to
the date of termination. In such event, the Employee hereby agrees to remit to
the Company, in cash, an amount equal to the difference between the Fair Market
Value (on the date of termination) of the Option Shares so purchased by Employee
(or the sales price of such Option Shares if the Option Shares were sold during
such six month period) and the Exercise Price.
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8.5 Competing With the Company. In the event that, within six
(6) months after the date of termination of Employee's employment with the
Company, Employee accepts employment with, or becomes engaged as a consultant
by, any competitor of, or otherwise competes with, the Company, the Committee,
in its sole discretion, may require such Employee to return to the Company the
economic value of any Option Shares purchased hereunder by the Employee within
the six-month period prior to the date of termination. In such event, Employee
agrees to remit the economic value to the Company in accordance with Section
7.4.2.
9. Method of Exercise.
9.1 Notice to the Company. The Option may be exercised in
whole or in part by written notice in the form attached hereto as Exhibit A
directed to the Company at its principal place of business accompanied by full
payment as hereinafter provided of the exercise price for the number of Option
Shares specified in the notice.
9.2 Delivery of Option Shares. The Company shall deliver a
certificate for the Option Shares to the Employee as soon as practicable after
payment therefor.
9.3 Payment of Purchase Price.
9.3.1 Cash Payment. The Employee shall make cash
payments by wire transfer, certified or bank check or personal check, in each
case payable to the order of the Company. The Company shall not be required to
deliver certificates for Option Shares until the Company has confirmed the
receipt of good and available funds in payment of the purchase price thereof.
9.3.2 Cashless Payment. The Company, in its sole
discretion, may allow Employee to use Common Stock of the Company owned by him
or her to pay the purchase price for the Option Shares by delivery of stock
certificates in negotiable form that are effective to transfer good and valid
title thereto to the Company, free of any liens or encumbrances. Shares of
Common Stock used for this purpose shall be valued at the Fair Market Value on
the last trading day preceding the date of exercise.
9.3.3 Payment of Withholding Tax. Any required
withholding tax may be paid in cash or with Common Stock in accordance with
Sections 8.3.1. and 8.3.2.
9.3.4 Exchange Act Compliance. Notwithstanding the
foregoing, the Company shall have the right to reject payment in the form of
Common Stock if in the opinion of counsel for the Company, (i) it could result
in an event of "recapture" under Section 16(b) of the Exchange Act (as defined
in the Plan); (ii) such shares of Common Stock may not be sold or transferred to
the Company; or (iii) such transfer could create legal difficulties for the
Company.
10. Nonassignability. The Option shall not be assignable or
transferable, without the consent of the Company, except by will or by the laws
of descent and distribution in the event of the death of the Employee. No
transfer of the Option by the Employee by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the will and/or
such other evidence as the Company may deem necessary to establish the validity
of the transfer and the acceptance by the transferee or transferees of the terms
and conditions of the Option.
11. Company Representations. The Company hereby represents and
warrants to the Employee that:
(1) the Company, by appropriate and all required action, is
duly authorized to enter into this Agreement and consummate all of the
transactions contemplated hereunder; and
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(2) the Option Shares, when issued and delivered by the
Company to the Employee in accordance with the terms and conditions hereof,
will be duly and validly issued and fully paid and non-assessable.
12. Employee Representations. The Employee hereby represents and
warrants to the Company that:
(1) he or she is acquiring the Option and shall acquire the
Option Shares for his or her own account and not with a view towards the
distribution thereof;
(2) he or she has received a copy of the Plan as in effect as
of the date of this Agreement;
(3) he or she has received a copy of all reports and
documents required to be filed by the Company with the Securities and Exchange
Commission pursuant to the Exchange Act within the last 24 months and all
reports issued by the Company to its stockholders;
(4) he or she understands that he or she must bear the
economic risk of the investment in the Option Shares, which cannot be sold by
him or her unless they are registered under the Securities Act of 1933 (the
"Securities Act") or an exemption therefrom is available thereunder and that the
Company is under no obligation to register the Option Shares for sale under the
Securities Act;
(5) in his or her position with the Company, he or she has had
both the opportunity to ask questions and receive answers from the officers and
directors of the Company and all persons acting on its behalf concerning the
terms and conditions of the offer made hereunder and to obtain any additional
information to the extent the Company possesses or may possess such information
or can acquire it without unreasonable effort or expense necessary to verify the
accuracy of the information obtained pursuant to clause (iii) above;
(6) he or she is aware that the Company shall place stop
transfer orders with its transfer agent against the transfer of the Option
Shares in the absence of registration under the 1933 Act or an exemption
therefrom as provided herein; and
(7) the certificates evidencing the Option Shares shall bear
the following legends:
"The shares represented by this certificate have been
acquired for investment and have not been registered
under the Securities Act of 1933. The shares may not
be sold or transferred in the absence of such
registration or an exemption therefrom under said
Act."
"The shares represented by this certificate have been
acquired pursuant to a Stock Option Agreement, dated
as of , , a copy of which is on file with the
Company, and may not be transferred, pledged or
disposed of except in accordance with the terms and
conditions thereof."
13. Restriction on Transfer of Option Shares.
(a) Anything in this Agreement to the contrary
notwithstanding, Employee hereby agrees that he or she shall not sell, transfer
by any means or otherwise dispose of the Option Shares acquired by him or her
without registration under the Securities Act, or in the event that they are not
so registered, unless (i) an exemption from the Securities Act registration
requirements is available thereunder, and (ii) the Employee has furnished the
Company with notice of such proposed transfer and the Company's legal counsel,
in its reasonable opinion, shall deem such proposed transfer to be so exempt.
(b) Anything in this Agreement to the contrary
notwithstanding, Employee hereby agrees that he or she shall not sell, transfer
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by any means or otherwise dispose of the Option Shares acquired by him or her
except in accordance with the Company's policy, if any, regarding the sale and
disposition of securities owned by employees and/or directors of the Company.
14. Miscellaneous.
14.1 Notices. All notices, requests, deliveries, payments,
demands and other communications that are required or permitted to be given
under this Agreement shall be in writing and shall be either delivered
personally or sent by registered or certified mail, or by private courier,
return receipt requested, to the parties at their respective addresses set forth
herein, or to such other address as either shall have specified by notice in
writing to the other. Notice shall be deemed duly given hereunder when delivered
or mailed as provided herein.
14.2 Plan Paramount; Conflicts with Plan. This Agreement and
the Option shall, in all respects, be subject to the terms and conditions of the
Plan, whether or not stated herein. In the event of a conflict between the
provisions of the Plan and the provisions of this Agreement, the provisions of
the Plan shall in all respects be controlling.
14.3 Employee and Stockholder Rights. Employee shall not have
any of the rights of a stockholder with respect to the Option Shares until such
shares have been issued after the due exercise of the Option. Nothing contained
in this Agreement shall be deemed to confer upon Employee any right to continued
employment with the Company or any subsidiary thereof, nor shall it interfere in
any way with the right of the Company to terminate Employee in accordance with
the provisions regarding such termination set forth in Employee's written
employment agreement with the Company, or if there exists no such agreement, to
terminate Employee at will.
14.4 Waiver. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
14.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement may not be amended except by writing executed by the Employee and the
Company.
14.6 Binding Effect; Successors. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and, to the extent not
prohibited herein, their respective heirs, successors, assigns and
representatives. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives, any rights, remedies,
obligations or liabilities.
14.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida (without regard to
choice of law provisions); provided, however, that all matters relating to or
involving corporate law shall be governed by the Nevada General Corporation Law.
14.8 Headings. The headings contained herein are for the sole
purpose of convenience of reference and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the day and year first above written:
QUIKBIZ INTERNET GROUP, INC. Address: 0000 Xxxxxxxxx Xxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
By: __________________________________
Xxxxx X. Xxxxxxxx
Chief Executive Officer
EMPLOYEE: Address:
--------------------------------------
EXHIBIT A
FORM OF NOTICE OF EXERCISE OF OPTION
----------------------------
DATE
QuikBIZ Internet Group, Inc.
0000 Xxxxxxxxx Xxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Stock Option Committee of
the Board of Directors
Re: Purchase of Option Shares
Gentlemen:
In accordance with my Stock Option Agreement dated as of ______
__, ____ ("Agreement") with QuikBIZ Internet Group, Inc. (the "Company"), I
hereby irrevocably elect to exercise the right to purchase _________ shares of
the Company's common stock, par value $.002 per share ("Common Stock"), which
are being purchased for investment and not resale.
As payment for my shares, enclosed is (check and complete
applicable box[es]):
|_| a [personal check] [certified check] [bank check]
payable to the order of the Company in the sum of
$_________;
|_| confirmation of wire transfer in the amount of
$____________; and/or
|_| with the consent of the Company, a certificate for
__________ shares of the Company's Common Stock, free
and clear of any encumbrances, duly endorsed, having
a Fair Market Value (as such term is defined in the
Company's 2000 Performance Equity Plan) of $________.
I hereby represent and warrant to, and agree with, the Company
that:
(i) I am acquiring the Option Shares for my own account, for
investment, and not with a view towards the distribution thereof;
(ii) I have received a copy of the Plan and all reports and
documents required to be filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934 within the last
24 months and all reports issued by the Company to its
stockholders;
(iii) I understand that I must bear the economic risk of the
investment in the Option Shares, which cannot be sold by me
unless they are registered under the Securities Act of 1933 (the
"Securities Act") or an exemption therefrom is available
thereunder and that the Company is under no obligation to
register the Option Shares for sale under the Securities Act;
(iv) I agree that I will not sell, transfer by any means or
otherwise dispose of the Option Shares acquired by me hereby
except in accordance with Company's policy, if any, regarding the
sale and disposition of securities owned by employees and/or
directors of the Company;
(v) in my position with the Company, I have had both the
opportunity to ask questions and receive answers from the
officers and directors of the Company and all persons acting on
its behalf concerning the terms and conditions of the offer made
hereunder and to obtain any additional information to the extent
the Company possesses or may possess such information or can
acquire it without unreasonable effort or expense necessary to
verify the accuracy of the information obtained pursuant to
clause (ii) above;
(vi) I am aware that the Company shall place stop transfer
orders with its transfer agent against the transfer of the Option
Shares in the absence of registration under the Securities Act or
an exemption therefrom as provided herein;
(vii) my rights with respect to the Option Shares shall, in
all respects, be subject to the terms and conditions of the
Company's 2000 Performance Equity Plan and this Agreement; and
(viii) the certificates evidencing the Option Shares shall
bear the following legends:
"The shares represented by this certificate have been acquired
for investment and have not been registered under the
Securities Act of 1933. The shares may not be sold or
transferred in the absence of such registration or an
exemption therefrom under said Act."
"The shares represented by this certificate have been acquired
pursuant to a Stock Option Agreement, dated as of , , a copy
of which is on file with the Company, and may not be
transferred, pledged or disposed of except in accordance with
the terms and conditions thereof."
Kindly forward to me my certificate at your earliest convenience.
Very truly yours,
---------------------------------- ----------------------------------------
(Signature) (Address)
---------------------------------- ----------------------------------------
(Print Name)
----------------------------------------
(Social Security Number)
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STOCK OPTION AGREEMENT
[Non-Employee Director Non-Qualified Stock Option Agreement Under Plan]
AGREEMENT, made as of __________ ___, ____, by and between
QuikBiz Internet Group, Inc., a Nevada corporation (the "Company"), and
________________________ (the "Director" or "Holder").
WHEREAS, [on / by written consent dated as of] , , pursuant to
the terms and conditions of the Company's 2000 Performance Equity Plan (the
"Plan"), the Board of Directors of the Company or the Committee authorized the
grant to the Director of an option (the "Option") to purchase an aggregate of
______ shares of the authorized but unissued common stock of the Company, $.002
par value (the "Common Stock"), conditioned upon the Director's acceptance
thereof upon the terms and conditions set forth in this Agreement and subject to
the terms of the Plan (capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Plan); and
WHEREAS, the Director desires to acquire the Option on the
terms and conditions set forth in this Agreement and subject to the terms of the
Plan;
IT IS AGREED:
1. Grant of Stock Option. The Company hereby grants the Director the
Option to purchase all or any part of an aggregate of shares of Common Stock
(the "Option Shares") on the terms and conditions set forth herein and subject
to the provisions of the Plan.
2. Non-Incentive Stock Option. The Option represented hereby is not
intended to be an Option that qualifies as an "Incentive Stock Option" under
Section 422 of the Internal Revenue Code of 1986, as amended.
3. Exercise Price. The exercise price of the Option shall be $ per
share, subject to adjustment as hereinafter provided.
4. Exercisability. This Option shall become exercisable on , , subject
to the terms and conditions of the Plan and this Agreement, and shall remain
exercisable until the close of business on ________ ___, ____,(the "Exercise
Period").
OR
5. Exercisability. This Option shall become exercisable, subject to
the terms and conditions of the Plan and this Agreement, as follows: (i) the
right to purchase (33-1/3%) of the Option Shares shall be exercisable on and
after ________ ___, _______, [First Anniversary of Date of Grant] if the
Director's service as a director of the Company has not terminated prior to such
date, (ii) the right to purchase an additional (33-1/3%) of the Option Shares
shall be exercisable on and after ________ ___,_____, [Second Anniversary of
Date of Grant] if the Director's service as a director of the Company has not
terminated prior to such date, and (iii) the right to purchase the remaining
______ (33 1/3%) of the Option Shares shall be exercisable on and after
___________ ___, ____, [Third Anniversary of Date of Grant] if the Director's
service as a director of the Company has not terminated prior to such date.
After a portion of the Option becomes exercisable, it shall remain exercisable
except as otherwise provided herein, until the close of business on _________
___, _____, [up to the day before the Tenth Anniversary of Date of Grant] (the
"Exercise Period").
6. Termination Due to Death. Upon the death of the Director, the
portion of the Option, if any, that was exercisable as of the date of death may
thereafter be exercised by the legal representative of the estate or by the
legatee of the Director under the will of the Director, for a period of one year
from the date of such death or until the expiration of the Exercise Period,
whichever period is shorter. The portion of the Option, if any, that was not
exercisable as of the date of death shall immediately terminate upon death.
7. Withholding Tax. Not later than the date as of which an amount
first becomes includible in the gross income of the Director for Federal income
tax purposes with respect to the Option, the Director shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state and local taxes of any kind required by law to be withheld or
paid with respect to such amount. The obligations of the Company under the Plan
and pursuant to this Agreement shall be conditional upon such payment or
arrangements with the Company and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Director from the Company.
8. Adjustments.
(a) In the event of a stock split, stock dividend, combination of
shares, or any other similar change in the Common Stock of the Company as a
whole, the Board of Directors of the Company shall make equitable, proportionate
adjustments in the number and kind of shares covered by the Option and in the
option price hereunder.
(b) In the event of any reclassification or reorganization of the
outstanding shares of Common Stock other than a change covered by subsection (a)
hereof or that solely affects the par value of such shares of Common Stock, or
in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), the Holder shall have
the right thereafter (until the expiration of the right of exercise of this
Option) to receive upon the exercise hereof after such event, for the same
aggregate Exercise Price payable hereunder immediately prior to such
reclassification, reorganization, merger or consolidation, the amount and kind
of consideration receivable by a holder of the number of shares of Common Stock
of the Company obtainable upon exercise of this Option immediately prior to such
event. The provisions of this subsection (b) shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
9. Method of Exercise.
9.1 Notice to the Company. The Option shall be exercised in whole
or in part by written notice in substantially the form attached hereto as
Exhibit A directed to the Company at its principal place of business accompanied
by full payment as hereinafter provided of the exercise price for the number of
Option Shares specified in the notice.
9.2 Delivery of Option Shares. The Company shall deliver a
certificate for the Option Shares to the Director as soon as practicable after
payment therefor.
9.3 Payment of Purchase Price.
9.3.1 Cash Payment. The Director shall make cash payments by
wire transfer, certified or bank check or personal check, in each case payable
to the order of the Company. The Company shall not be required to deliver
certificates for Option Shares until the Company has confirmed the receipt of
good and available funds in payment of the purchase price thereof.
2
9.3.2 Cashless Payment. The Company, in its sole discretion,
may allow the Director to use Common Stock of the Company owned by him or her to
pay the purchase price for the Option Shares by delivery of stock certificates
in negotiable form that are effective to transfer good and valid title thereto
to the Company, free of any liens or encumbrances. Shares of Common Stock used
for this purpose shall be valued at the Fair Market Value on the last trading
day preceding the date of exercise.
9.3.3 Payment of Withholding Tax. Any required withholding
tax may be paid in cash or with Common Stock in accordance with Sections 9.3.1.
and 9.3.2.
9.3.4 Exchange Act Compliance. Notwithstanding the
foregoing, the Company shall have the right to reject payment in the form of
Common Stock if in the opinion of counsel for the Company, (i) it could result
in an event of "recapture" under Section 16(b) of the Securities Exchange Act of
0000 (xxx "Xxxxxxxx Xxx"); (ii) such shares of Common Stock may not be sold or
transferred to the Company; or (iii) such transfer could create legal
difficulties for the Company.
10. Nonassignability. The Option shall not be assignable or
transferable except by will or by the laws of descent and distribution in the
event of the death of the Director. No transfer of the Option by the Director by
will or by the laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and a copy of the will and such other evidence as the Company may deem necessary
to establish the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
11. Company Representations. The Company hereby represents and
warrants to the Director that:
(1) the Company, by appropriate and all required action, is duly
authorized to enter into this Agreement and consummate all of the
transactions contemplated hereunder; and
(2) the Option Shares, when issued and delivered by the Company
to the Director in accordance with the terms and conditions hereof,
will be duly and validly issued and fully paid and non-assessable.
12. Director Representations. The Director hereby represents and
warrants to the Company that:
(1) he or she is acquiring the Option and shall acquire the
Option Shares for his or her own account and not with a view towards
the distribution thereof;
(2) he or she has received a copy of the Plan as in effect as of
the date of this Agreement;
(3) he or she has received a copy of all reports and documents
required to be filed by the Company with the Securities and Exchange
Commission pursuant to the Exchange Act within the last 24 months and
all reports issued by the Company to its stockholders;
(4) he or she understands that he or she must bear the economic
risk of the investment in the Option Shares, which cannot be sold by
him or her unless they are registered under the Securities Act of 1933
(the "Securities Act") or an exemption therefrom is available
thereunder and that the Company is under no obligation to register the
Option Shares for sale under the Securities Act;
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(5) in his or her position as a Director of the Company, he or
she has had both the opportunity to ask questions and receive answers
from the officers and directors of the Company and all persons acting
on its behalf concerning the terms and conditions of the offer made
hereunder and to obtain any additional information to the extent the
Company possesses or may possess such information or can acquire it
without unreasonable effort or expense necessary to verify the
accuracy of the information obtained pursuant to clause (iii) above;
(6) he or she is aware that the Company shall place stop transfer
orders with its transfer agent against the transfer of the Option
Shares in the absence of registration under the Securities Act or an
exemption therefrom as provided herein; and
(7) The certificates evidencing the Option Shares shall bear the
following legends:
"The shares represented by this certificate have been acquired
for investment and have not been registered under the
Securities Act of 1933. The shares may not be sold or
transferred in the absence of such registration or an
exemption therefrom under said Act."
"The shares represented by this certificate have been acquired
pursuant to a Stock Option Agreement, dated as of , , a copy
of which is on file with the Company, and may not be
transferred, pledged or disposed of except in accordance with
the terms and conditions thereof."
13. Restriction on Transfer of Option Shares.
(a) Anything in this Agreement to the contrary notwithstanding,
the Director hereby agrees that he or she shall not sell, transfer by any means
or otherwise dispose of the Option Shares acquired by him or her without
registration under the Securities Act, or in the event that they are not so
registered, unless (i) an exemption from the Securities Act registration
requirements is available thereunder, and (ii) the Director has furnished the
Company with notice of such proposed transfer and the Company's legal counsel,
in its reasonable opinion, shall deem such proposed transfer to be so exempt.
(b) Anything in this Agreement to the contrary notwithstanding,
the Director hereby agrees that he or she shall not sell, transfer by any means
or otherwise dispose of the Option Shares acquired by him or her except in
accordance with the Company's policy, if any, regarding the regarding the sale
and disposition of securities owned by employees and/or directors of the
Company.
14. Miscellaneous.
14.1 Notices. All notices, requests, deliveries, payments,
demands and other communications that are required or permitted to be given
under this Agreement shall be in writing and shall be either delivered
personally or sent by registered or certified mail, or by private courier,
return receipt requested, postage prepaid to the Company at its principal
executive office and to the Director at his address set forth below, or to such
other address as either party shall have specified by notice in writing to the
other. Notice shall be deemed duly given hereunder when delivered or mailed as
provided herein.
14.2 Plan Paramount; Conflicts with Plan. This Agreement and the
Option shall, in all respects, be subject to the terms and conditions of the
Plan, whether or not stated herein. In the event of a conflict between the
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provisions of the Plan and the provisions of this Agreement, the provisions of
the Plan shall in all respects be controlling.
14.3 Stockholder Rights. The Director shall not have any of the
rights of a stockholder with respect to the Option Shares until such shares have
been issued after the due exercise of the Option.
14.4 Waiver. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
14.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement may not be amended except by writing executed by the Director and the
Company.
14.6 Binding Effect; Successors. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and, to the extent not
prohibited herein, their respective heirs, successors, assigns and
representatives. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives, any rights, remedies,
obligations or liabilities.
14.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida (without regard to
choice of law provisions); provided, however, that all matters relating to or
involving corporate law shall be governed by the Nevada General Corporation Law.
14.8 Headings. The headings contained herein are for the sole
purpose of convenience of reference and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the day and year first above written.
QUIKBIZ INTERNET GROUP INC. Address: 0000 Xxxxxxxxx Xxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
By:__________________________________
Xxxxx Xxxxxxxx
Chief Executive Officer
DIRECTOR Address:
____________________________________
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EXHIBIT A
FORM OF NOTICE OF EXERCISE OF OPTION
____________________________
DATE
QuikBiz Internet Group, Inc.
0000 Xxxxxxxxx Xxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Stock Option Committee of
the Board of Directors
Re: Purchase of Option Shares
Gentlemen:
In accordance with my Stock Option Agreement dated as of _________
___, _____ ("Agreement") with QuikBiz Internet Group, Inc. (the "Company"),
I hereby irrevocably elect to exercise the right to purchase _________ shares of
the Company's common stock, par value $.002 per share ("Common Stock"), which
are being purchased for investment and not resale.
As payment for my shares, enclosed is (check and complete
applicable box[es]):
|_| a [personal check] [certified check] [bank check] payable
to the order of the Company in the sum of $_________;
|_| confirmation of wire transfer in the amount of
$_____________; and/or
|_| with the consent of the Company, a certificate for
__________ shares of the Company's Common Stock, free and
clear of any encumbrances, duly endorsed, having a Fair
Market Value (as such term is defined in the Company's
2000 Performance Equity Plan) of $_________.
I hereby represent and warrant to, and agree with, the Company
that:
(i) I am acquiring the Option Shares for my own account, for
investment, and not with a view towards the distribution thereof;
(ii) I have received a copy of the Plan and all reports and
documents required to be filed by the Company with the Commission pursuant to
the Securities Exchange Act of 1934 within the last 24 months and all reports
issued by the Company to its stockholders;
(iii) I understand that I must bear the economic risk of the
investment in the Option Shares, which cannot be sold by me unless they are
registered under the Securities Act of 1933 (the "Securities Act") or an
exemption therefrom is available thereunder and that the Company is under no
obligation to register the Option Shares for sale under the Securities Act;
(iv) I agree that I will not sell, transfer by any means or
otherwise dispose of the Option Shares acquired by me hereby except in
accordance with Company's policy, if any, regarding the sale and disposition of
securities owned by employees and/or directors of the Company;
(v) in my position with the Company, I have had both the
opportunity to ask questions and receive answers from the officers and directors
of the Company and all persons acting on its behalf concerning the terms and
conditions of the offer made hereunder and to obtain any additional information
to the extent the Company possesses or may possess such information or can
acquire it without unreasonable effort or expense necessary to verify the
accuracy of the information obtained pursuant to clause (ii) above;
(vi) I am aware that the Company shall place stop transfer orders
with its transfer agent against the transfer of the Option Shares in the absence
of registration under the Securities Act or an exemption therefrom as provided
herein;
(vii) my rights with respect to the Option Shares shall, in all
respects, be subject to the terms and conditions of the Company's 2000
Performance Equity Plan and this Agreement; and
(viii) the certificates evidencing the Option Shares shall bear
the following legends:
"The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933. The shares may not be sold or transferred in the absence of
such registration or an exemption therefrom under said Act."
"The shares represented by this certificate have been acquired
pursuant to a Stock Option Agreement, dated as of , , a copy of
which is on file with the Company, and may not be transferred,
pledged or disposed of except in accordance with the terms and
conditions thereof."
Kindly forward to me my certificate at your earliest convenience.
Very truly yours,
___________________________________ _________________________________
(Signature) (Address)
___________________________________ _________________________________
(Print Name)
_________________________________
(Social Security Number)
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