GRADCO SYSTEMS, INC.
STOCK OPTION AGREEMENT
UNDER 1997 STOCK OPTION PLAN
Stock Option SEPTEMBER 11, 1997
(Date of Grant)
GRADCO SYSTEMS, INC., a Nevada corporation (the "Company"), hereby grants
to XXXXXX X. XXXX (the "Optionee"), pursuant to the 1997 STOCK OPTION PLAN (the
"Plan") of the Company, a copy of which is available at the offices of the
Company and which is made a part hereof, an option to purchase a total of
100,000 shares (the "Total Shares") of Common Stock of the Company at the price
of $2.00 per share in U.S. funds (subject to adjustment as provided in Section 6
of the Plan), on the terms and conditions set forth in the Plan and hereinafter.
1. This option shall be exercisable for the number of shares and on the
dates set forth below:
(a) 25,000 shares on and after FEBRUARY 15, 1998;
(b) 25,000 shares on and after FEBRUARY 15, 1999;
(c) 25,000 shares on and after FEBRUARY 15, 2000; and
(d) 25,000 shares on and after FEBRUARY 15, 2001;
provided, however, that this option shall not be exercisable later than ten
years from the date hereof (hereinafter referred to as the "Expiration Date"),
nor shall this option be exercisable if sooner terminated as provided herein or
in the Plan.
2. This option and all rights hereunder, to the extent such rights shall
not have been exercised, shall terminate and become null and void ninety (90)
days after the Optionee ceases to be an employee of the Company or any of its
subsidiaries for any reason other than the death or total permanent disability
of the Optionee, during which ninety (90) day period the Optionee may exercise
the unexercised portion of the option that was exercisable as of the date of the
Optionee's termination of employment. In the event of the death or total
permanent disability of the Optionee while in the employ of the Company or any
of its subsidiaries, this option may be exercised for a period of three hundred
and sixty-five (365) days after the date of the Optionee's death, or date the
Optionee first became totally and permanently disabled, to the extent of the
Total Shares, whether or not then exercisable, less the number of shares already
issued hereunder; PROVIDED, HOWEVER, that in no event may this option be
exercised after the Expiration Date. Notwithstanding the foregoing, this option
may in no event be exercised by anyone to any extent in the event of a voluntary
dissolution, liquidation or winding up of the affairs of the Company or in the
event of a merger into, consolidation with, or sale or transfer of all or
substantially all of the assets of the Company, except under the circumstances
and pursuant to the
terms set forth in the Plan, unless approved by the Board of Directors.
3. This option is exercisable with respect to all, or from time to time
with respect to any portion, of the shares then subject to such exercise, by
delivering written notice of such exercise to the office of the Secretary of the
Company. Each such notice shall be accompanied by payment in full of the
purchase price of such shares.
4. This option shall, during the Optionee's lifetime, be exercisable only
by him, and neither this option nor any right hereunder shall be transferable
except by will or laws of descent and distribution, or be subject to attachment,
execution or other similar process. In the event of any attempt by the Optionee
to alienate, assign, pledge, hypothecate or otherwise dispose of this option or
any right hereunder, except as provided for herein, or in the event of any levy,
attachment, execution or similar process upon the rights or interests hereby
conferred, the Company may terminate this option by notice to the Optionee and
this option shall thereupon become null and void.
5. Neither the granting of this option nor the exercise thereof shall be
construed as conferring upon the Optionee any right to continue in the
employment of the Company or any of its subsidiaries, or as interfering with or
restricting in any way the right of such corporation to terminate such
employment at any time.
6. Neither the Optionee, nor any person entitled to exercise his rights
in the event of his death, shall have any of the rights of a stockholder with
respect to the shares subject to this option, except to the extent that
certificates for such shares shall have been issued upon exercise of this option
as provided for herein.
7. The Company is relieved from any liability for the non-issuance or
non-transfer, or any delay in the issuance or transfer, of any shares of Common
Stock subject to this option which results from the inability of the Company to
obtain, or in any delay in obtaining, from each regulatory body having
jurisdiction, all requisite authority to issue or transfer shares of Common
Stock if the Company deems such authority necessary for the lawful issuance or
transfer of any such shares.
8. No Common Stock acquired by exercise of this option shall be sold or
otherwise disposed of in violation of any federal or state securities law or
regulation.
9. This option shall be exercised in accordance with such
administrative regulations as the Board of Directors of the Company may from
time to time adopt. All decisions of the Board of Directors upon any
question arising under the Plan or under this instrument shall be conclusive
and binding upon the Optionee and all other persons.
GRADCO SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: President
