EXHIBIT 10.11
BIO-ENGINEERED FOODS, INC.
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INCENTIVE STOCK OPTION AGREEMENT
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BIO-ENGINEERED FOODS, INC., a Delaware corporation (the "Company"), has
granted to ______________ (the "Optionee"), an option (the "Option") to purchase
a total of _____________ shares (the "Shares") of its common stock ("Common
Stock"), at the price set forth below, and in all respects subject to the terms,
definitions and provisions of the 1993 Stock Incentive Plan (the "Plan") adopted
by the Company, which is incorporated by reference. Unless otherwise defined in
this Agreement, the terms defined in the Plan shall have the same defined
meanings Agreement.
1. NATURE OF THE OPTION. This Option is intended to qualify as an
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Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. EXERCISE PRICE. The exercise price is $____ for each share of Common
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Stock ("Exercise Price"), which price is not less than the Fair Market Value per
share of the Common Stock on the date of grant, as determined pursuant to
Section 4 of the Plan.
3. EXERCISE OF OPTION. This Option shall be exercisable during its term
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in accordance with the provisions of Section 6.6 of the Plan as follows:
3.1 RIGHT TO EXERCISE.
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3.1.1 Subject to Sections 3.1.2, 3.1.3, 3.1.4 and 3.1.5 below,
and to Section 6.12 of the Plan, this Option shall become exercisable,
cumulatively, thirty-three and one-third percent (33-1/3%) of the Shares subject
to the Option, at any time after December 31, 1996; thirty-three and one-third
percent (33-1/3%) of the Shares subject to the Option, at any time after
December 31, 1997; and thirty-three and one-third percent (33-1/3%) of the
Shares subject to the Option, at any time after December 31, 1998.
3.1.2 Subject to Section 3.1.1, this Option may be exercised in
whole or in part. This Option may not be exercised for a fraction of a Share.
3.1.3 This Option shall not be exercisable during the lifetime
of the Optionee by any person other than the Optionee. In the event of
Optionee's death, disability or other termination of employment, the
exercisability of the Option is governed by Sections 7, 8 and 9 below, subject
to the limitations contained in Sections 3.1.4 and 3.1.5.
3.1.4 This Option may not be exercised more than ten (10) years
from the date of grant of this Option, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
3.1.5 In the event that this Option shall become exercisable at
a time or times such that Shares having an aggregate fair market value
(determined as of the date of grant of the option covering such Share) in excess
of $100,000 shall first become available for purchase during any calendar year,
under this Option or any other Incentive Stock Option agreement between the
Company and the Optionee, then that portion of such Shares corresponding to the
excess of such aggregate fair market value over $100,000 shall not be treated as
Incentive Stock Options pursuant to the Code.
3.2 METHOD OF EXERCISE.
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3.2.1 This Option shall be exercisable by written notice which
shall state the election to exercise the Option, the number of shares in respect
of which the Option is being exercised, and such other representations and
agreements as to the holder's investment intent with respect to such shares of
Common Stock as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by the Optionee and shall be
delivered in person or by certified mail to the Secretary of the Company. The
written notice shall be accompanied by payment of the exercise price. This
option shall be deemed to be exercised upon receipt by the Company of such
written notice accompanied by the exercise price.
3.2.2 No Shares will be issued pursuant to the exercise of an
Option unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange upon which the
Common Stock may then be listed. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the Optionee on the date
on which the Option is exercised with respect to such Shares.
4. OPTIONEE'S REPRESENTATIONS. In the event the Shares purchasable
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pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, concurrently with the exercise of all or any portion of this
Option, deliver to the Company an executed Employee Restricted Stock Agreement
in the form attached as Exhibit A.
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5. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
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the following, or a combination thereof, at the election of the Optionee:
5.1 cash;
5.2 check; or
5.3 surrender of other shares of Common Stock of the Company
having a Fair Market Value on the date of exercise equal to the exercise price
of the Shares as to which the Option is being exercised.
6. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
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issuance of such Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of
this Option, the Company may require Optionee to make any representation and
warranty to the Company as the Administrator may deem to be necessary or
appropriate under any applicable law or regulation.
7. TERMINATION OF STATUS AS AN EMPLOYEE. In the event of termination of
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Optionee's employment with the Company for any reason other than the disability
or death of the Optionee, Optionee may, but only within thirty (30) days after
the date of such termination (but in no event later than the date of expiration
of the term of this Option as set forth in Section 3.1.4), exercise this Option
to the extent that Optionee was entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise this
Option at the date of such termination, or if Optionee does not exercise this
Option within the time specified herein, the Option shall terminate. Nothing
contained in this Option or in the Plan shall confer upon the Optionee any right
to continue in his or her position with the Company or shall interfere in any
way with the rights of the Company, which are hereby reserved, to reduce the
Optionee's compensation from the rate in existence on the date of grant or to
terminate the Optionee's relationship with the Company for any reason.
8. DISABILITY OF OPTIONEE. In the event of termination of Optionee's
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employment with the Company as a result of Optionee's disability, Optionee may,
but only within one (1) year from the date of the termination of employment (but
in no event later than the date of expiration of the term of this Option as set
forth in Section 3.1.4), exercise this Option to the extent Optionee was
entitled to exercise it at the date of such termination; provided, however, that
if such disability is not a "disability" as such term is defined in Section
22(e)(3) of the Code, this Option shall cease to be an Incentive Stock Option
and shall automatically convert to a nonstatutory stock option on the day three
months and one day following such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option within the time specified herein, the Option shall
terminate. An individual shall not be considered disabled unless he or she
furnishes proof of the existence of such disability in such form and manner, and
at such times, as the Administrator may require.
9. DEATH OF OPTIONEE. In the event of death of Optionee:
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9.1 during the term of this Option and while an employee of the
Company and having been in continuous status as an Employee since the date of
grant of the Option, the Option may be exercised at any time within one (1) year
following the
date of death (but in no event later than the date of expiration of the term of
this Option as set forth in Section 3.1.4), by Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the date of
death; or
9.2 within thirty (30) days after the termination of Optionee's
continuous status as an employee, the Option may be exercised, at any time
within three (3) months following the date of death (but in no event later than
the date of expiration of the term of this Option as set forth in Section
3.1.4), by Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of termination.
10. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
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any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
11. OPTIONEE NOT A SHAREHOLDER. Neither the Optionee nor any other person
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entitled to exercise the Option shall have any of the rights or privileges of a
shareholder of the Company with respect to any of the Shares until the date of
issuance of a stock certificate for such Shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 6.8 of
the Plan.
12. EARLY DISPOSITION OF STOCK. Optionee understands that if Optionee
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disposes of any Shares received under this Option within two (2) years after the
date of grant, or within one (1) year after such Shares were transferred to him,
Optionee will be treated for federal income tax purposes as having received
ordinary income at the time of such disposition in an amount generally measured
by the difference between the price paid for the Shares and the lower of the
fair market value of the Shares at the date of the exercise or the fair market
value of the Shares at the date of disposition. The amount of such ordinary
income may be measured differently if Optionee is an officer, director or 10%
shareholder of the Company, or if the Shares were subject to a substantial risk
of forfeiture at the time they were transferred to Optionee. Optionee agrees to
notify the Company in writing within 30 days after the date of any such
disposition. Optionee understands that if Optionee disposes of such Shares at
any time after the expiration of such two-year and one-year holding periods, any
gain on such sale will be taxed as long-term capital gain.
13. STOCK SPLITS, COMBINATIONS, RECAPITALIZATIONS, ETC. The number of
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Shares subject to this Option shall be subject to adjustment as set forth in
Section 6.8 of the Plan.
DATE OF GRANT: ___________________
BIO-ENGINEERED FOODS, INC., a California
Corporation
By: Xxxxx Xxxxx, President
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
3.1 IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN
THE COMPANY'S 1993 STOCK INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY
REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT AT ANY TIME,
WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Plan and certain information
related thereto and represents that Optionee is familiar with the terms and
provisions thereof, and accepts this Option subject to all of the terms and
provisions. Optionee has reviewed the Plan and this Option in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Option and fully understands all provisions of the Option. Optionee agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan.
Date: _______________
EXHIBIT A
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BIO-ENGINEERED FOODS, INC.
FORM OF
EMPLOYEE RESTRICTED STOCK AGREEMENT
This Employee Restricted Stock Agreement (the "Agreement") is made as of
this ____ day of _______________, by and between BIO-ENGINEERED FOODS, INC., a
California corporation (the "Company") and ______________ ("Employee"). In
consideration of the mutual covenants and representations herein set forth, the
Company and Employee agree as follows:
1. ISSUANCE OF RESTRICTED STOCK. Subject to the terms and conditions of
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this Agreement and the Incentive Stock Option Agreement between the Company and
Employee dated ________________, the Company agrees to issue to Employee as of
the date of this Agreement, ______ shares (the "Shares") of the Company's common
stock (the "Common Stock") at a purchase price of $_____ per share.
2. STOCK SPLITS, ETC. If, from time to time during the term of this
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Agreement there is any stock dividend or liquidating dividend of cash and/or
property, stock split, combination, reclassification or other change in the
character or amount of any of the outstanding securities of the Company; or
there is any consolidation, merger or sale of all, or substantially all, of the
assets of the Company; then, and in such event, all new, substituted or
additional securities or other property to which Employee is entitled by reason
of his ownership of the Shares shall be immediately subject to this Agreement
and be included in the term "Shares" for all purposes and with the same force
and effect as the Shares of Common Stock to be issued on the date of this
Agreement.
3. RESTRICTIONS ON TRANSFER.
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3.1 PURCHASE OPTION.
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3.1.1 The Shares shall be subject to the right and option of
the Company to repurchase the Shares (the "Purchase Option") as set forth in
this Section 3.1. In the event Employee shall cease to be employed by the
Company (including a parent or subsidiary of the Company) for any reason (a
"Termination"), the Purchase Option shall come into effect. Following a
Termination, the Company shall have the right, as provided in Section 3.1.3, to
purchase the Shares from the Employee at the purchase price per Share set forth
in Section 3.1.2 (the "Option Price").
3.1.2 If the Termination is for cause, as defined hereinafter,
the Option Price shall be the purchase price per Share originally paid as set
forth in Section 1 (the "Cause Option Price"); provided however, that the
portion of the Shares repurchased at the Cause Option Price shall lapse at a
rate of twenty percent (20%) per year starting with the first annual anniversary
date of the grant date set forth in the Option Agreement (so that as of the
fifth annual anniversary date of the grant date set forth in the Option
Agreement, the Cause Option Price shall equal the Non-Cause Option Price defined
below). To the extent such Cause Option Price lapses, as described above, the
applicable Option Price shall be the Non-Cause Option Price. In the event of a
Termination for any reason other than cause, the Option Price shall be the Fair
Market Value (as that term is defined in Section 4 of the Company's 1993 Stock
Incentive Plan; the "Plan") for a share of the Company's Common Stock on the
date of the Termination (the "Non-Cause Option Price"). For purposes of this
Section 3.1.2 only, "cause" shall mean Employee's commission of any material act
of dishonesty, fraud or misrepresentation or any act of moral turpitude; default
in the performance of Employee's material obligations, services or duties to the
Company; or Employee's failure to execute specific instructions from the
Company's officers, which failure is not corrected by Employee upon notice from
the Company.
3.1.3 Within 60 days following a Termination, the Company
shall notify Employee by written notice delivered or mailed as provided in
Section 62, as to whether it wishes to purchase the Shares pursuant to exercise
of the Purchase Option. If the Company (or its assignee) elects to purchase the
Shares hereunder, it shall set a date for the closing of the transaction at a
place specified by the Company not later than 15 days from the date of such
notice. At such closing, the Company (or its assignee) shall tender payment for
the Shares and Employee shall tender the certificates representing the Shares so
purchased for cancellation or transfer, as the case may be. The Option Price
may be payable, at the option of the Company, in cancellation of all or a
portion of any outstanding indebtedness of Employee to the Company or in cash
(by check), or both; provided that to the extent the Option Price payable by the
Company is the Cause Option Price, the Option Price shall be payable in cash.
3.2 RIGHT OF FIRST REFUSAL. Other than as set forth in Section 3.1
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or 34, Employee shall not sell, transfer, pledge, hypothecate or otherwise
dispose of any of the Shares (including transfer by operation of law) until such
Shares are first offered to the Company in accordance with the following terms
and conditions:
3.2.1 The Employee shall deliver a notice ("Notice") to the
Company stating (i) his bona fide intention to sell or transfer such Shares,
(ii) the number of Shares to be sold or transferred, (iii) the price for which
he proposes to sell or transfer such Shares, (iv) the name of the proposed
purchaser or transferee, and (v) the payment terms proposed.
3.2.2 Within thirty (30) days after receipt of the Notice, the
Company or its assignee may elect to purchase all Shares to which the Notice
refers, at the price per Share specified in the Notice. The Company shall
purchase the Shares
on the payment terms specified in the Notice; provided, however, that the
Company may elect to pay up to 75% of the purchase price to be paid for the
Shares by delivery of a promissory note for a fixed term (not to exceed two
years) to be determined by the Board of Directors of the Company, with interest
thereon payable at the prime rate in effect as of the date of the Notice. The
principal amount of such note shall not exceed the difference between the fair
market value of the Shares purchased by the Company less the aggregate exercise
price paid for such Shares by Employee. The remainder of the purchase price
shall be paid by cash or check payable to the Employee at the time of sale.
3.2.3 If the Shares to which the Notice refers are not elected
to be purchased as provided in Section 322, the Employee must offer the Shares
to the other shareholders of the Company at the price and payment terms
specified in the Notice.
3.2.4 If the Shares to which the Notice refers are not elected
to be purchased, as provided in Sections 3.2.2 and 323, the Employee may sell
the Shares to any person named in the Notice at the price, and on the payment
terms, specified in the Notice, or at a higher price or upon payment terms less
favorable to the proposed transferee, provided that such sale or transfer is
consummated within ninety (90) days of the date of said Notice to the Company,
and provided, further, that any such sale is in accordance with all the terms
and conditions hereof, including Section 35 below.
3.3 MARKET STAND-OFF. Employee agrees that, in connection with an
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initial public offering by the Company of its equity securities pursuant to a
registration statement filed under the Act, the Employee will not sell, make any
short sale or loan, hypothecate, pledge, grant any option for the purchase of or
otherwise dispose of any Common Stock without the prior written consent of the
Company and its underwriters, for such period of time from the effective date of
such registration as may be requested by the Company or such underwriters.
3.4 DRAG-ALONG RIGHTS. Employee agrees that, if a person who is not
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affiliated with the Company or any of its controlling persons makes a bona fide
offer to all shareholders of the Company to acquire all of their shares of
Common Stock (whether by cash purchase, or in exchange for securities of such
person, or any combination thereof, or by merger or consolidation with such
person or an entity affiliated with such person), and the holders of a majority
of the then-outstanding shares of Common Stock elect to accept such offer, then
the Employee shall be deemed to have accepted such offer and shall transfer the
Shares to the person making such offer on the terms contained in such offer.
3.5 FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting
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the restrictions set forth above, the Employee further agrees that he shall in
no event make any disposition of all or any portion of the Shares unless and
until:
3.5.1 The Employee shall have notified the Company of the
proposed disposition and shall have furnished the Company with (i) a detailed
statement of the circumstances surrounding the proposed disposition, and (ii)
Employee's certification, in form and substance reasonably satisfactory to the
Company, that the proposed purchaser or transferee of such Shares has not,
directly or indirectly, engaged in any competition against the Company, or owned
any interest in any business competitive with the Company, in either case within
three years prior to the date of the proposed disposition;
3.5.2 If requested by the Company, the Employee shall have
furnished the Company with an opinion of the Employee's counsel to the effect
that such disposition will not require registration of such Shares under the
Securities Act of 1933, as amended (the "Act") or qualification under any
applicable state securities laws; and
3.5.3 Such opinion of the Employee's counsel shall have been
concurred in by counsel for the Company and the Company shall have advised the
Employee of such concurrence.
3.6 TERMINATION OF RESTRICTIONS. The provisions of Sections 3.1,
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3.2, 34 and 3.5 shall terminate on (i) the effective date of a Registration
Statement filed by the Company under the Act, with respect to an underwritten
public offering of Common Stock of the Company, or (ii) the closing date of a
sale of assets or a merger of the Company duly approved by the shareholders of
the Company pursuant to which shareholders of this Company receive cash or
securities of a buyer whose shares are publicly traded; provided, however, that
the restrictions set forth in Section 3.1 shall terminate no later than five
years after the date of this Agreement. The provisions of Section 32 shall not
apply to a transfer of any Shares by Employee on death by will or intestate to
his ancestors, descendants or spouse, or any custodian or trustee for the
account of Employee's ancestors, descendants or spouse, provided, in each such
case, a transferee shall receive and hold such Shares subject to the provisions
of Sections 3.1, 32, 33, 34 and 3.5, shall execute a copy of this Agreement if
so requested by the Company, and there shall be no further transfer of such
Shares in accordance with this Agreement.
3.7 VIOLATION OF RESTRICTIONS. With respect to any Shares which
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shall have been sold or transferred in violation of any of the provisions set
forth in this Agreement, the Company shall not be required (i) to reflect such
transfer on its books, or (ii) to treat as owner of such Shares or to accord the
right to vote as such owner or to pay dividends to any transferee to whom such
Shares shall have been so transferred.
4. LEGENDS. All certificates representing any of the Shares subject to
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the provisions of this Agreement shall have endorsed thereon the following
legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND
RIGHTS OF FIRST REFUSAL AS SET FORTH IN AN EMPLOYEE RESTRICTED STOCK
AGREEMENT DATED ________________, ______, BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY."
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND APPROPRIATE
QUALIFICATION UNDER SUCH LAWS, UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SAID REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED."
In addition, the certificates shall bear any other legend which the Company
deems to be necessary or appropriate under the securities laws of any state.
5. EMPLOYEE'S REPRESENTATIONS. In connection with his purchase of the
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Shares, the Employee hereby represents and warrants to the Company as follows:
5.1 INVESTMENT INTENT; CAPACITY TO PROTECT INTERESTS. The Employee
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is purchasing the Shares solely for his own account for investment and not with
a view to or for sale in connection with any distribution of the Shares or any
portion thereof and not with any present intention of selling, offering to sell
or otherwise disposing of or distributing the Shares or any portion thereof.
The Employee also represents that the entire legal and beneficial interest of
the Shares is being purchased, and will be held, for the Employee's account
only, and neither in whole or in part for any other person. Employee either has
a preexisting business or personal relationship with the Company or any of its
officers, directors or controlling persons or by reason of Employee's business
or financial experience or the business or financial experience of Employee's
professional advisers who are unaffiliated with and who are not compensated by
the Company or any affiliate or selling agent of the Company, directly or
indirectly, could be reasonably assumed to have the capacity to evaluate the
merits and risks of an investment in the Company and to protect Employee's own
interests in connection with this transaction.
5.2 RESIDENCE. The Employee's principal residence is within the
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State of California and is located at the address indicated beneath the
Employee's signature below.
5.3 INFORMATION CONCERNING COMPANY. The Employee has heretofore
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discussed the Company and its plans, operations and financial condition with the
Company's officers and has heretofore received all such information as the
Employee has deemed necessary and appropriate to enable the Employee to evaluate
the financial risk inherent in making an investment in the Shares and the
Employee has received satisfactory and complete information concerning the
business and financial condition of the Company in response to all inquiries in
respect thereof.
5.4 ECONOMIC RISK. The Employee realizes that the purchase of the
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Shares is a highly speculative investment and involves a high degree of risk,
and the Employee is able, without impairing his or her financial condition, to
hold the Shares for an indefinite period of time and to suffer a complete loss
of the investment.
5.5 RESTRICTED SECURITIES. The Employee understands and
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acknowledges that:
5.5.1 The sale of the Shares has not been registered under the
Act, and the Shares must be held indefinitely unless the Shares are subsequently
registered under the Act or an exemption from such registration is available,
and the Company is under no obligation to register the Shares; the Employee is
familiar with the provisions of Rules 701 and 144, each promulgated under the
Act, which, in substance, permit limited public resale of "restricted
securities" acquired, directly or indirectly from the issuer thereof, in a
nonpublic offering, subject to the satisfaction of certain conditions;
5.5.2 The share certificate representing the Shares will be
stamped with the legends specified in Section 4; and
5.5.3 There are significant restrictions on Employee's ability
to transfer the Shares imposed by this Agreement; the Company will make a
notation in its records of the aforementioned restrictions on transfer and
legends.
5.6 VALUATION OF COMMON STOCK. The Employee understands that the
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Shares have been valued by the Board of Directors of the Company in connection
with the Plan based on the best information available to the Board at the time
of grant. The Employee also understands that the Company can give no assurances
regarding the fair market value of the Shares and that it is possible that, with
the benefit of hindsight, the Internal Revenue Service would successfully assert
that the fair market value of the Shares on the date of purchase or the date the
option was granted is greater than may be determined by the Employee or the
Company. Any additional taxes (and interest) resulting from such determination
would be payable by the Employee. There is no provision for the Company to
reimburse Employee for that tax liability, and the Employee assumes all
responsibility for such potential tax liability.
6. MISCELLANEOUS.
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6.1 FURTHER INSTRUMENTS. The parties agree to execute such further
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instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
6.2 NOTICES. Any notice required or permitted hereunder shall be
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given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed to Employee at his address shown on the
Company's employment records and to the Company at the address of its principal
corporate offices (Attention: President) or at such other address as such party
may designate by ten days' advance written notice to the other party hereto.
6.3 ASSIGNMENT OF RIGHTS. The Company may assign its rights
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(including the Purchase Option) and delegate its duties under this Agreement.
If any such assignment or delegation requires consent of any state securities
authorities, the parties agree to cooperate in requesting such consent. This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, be
binding upon Employee, his heirs, executors, administrators, successors and
assigns.
6.4 TRANSFER AUTHORIZATION. Employee hereby authorizes and directs
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the Secretary or Transfer Agent of the Company to transfer the Shares as to
which either (i) the Purchase Option has been exercised or (ii) the right of
first refusal has been exercised, in either case from Employee to the Company or
its assignee.
6.5 RIGHT OF TERMINATION. Nothing in this Agreement shall affect in
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any manner whatsoever the right or power of the Company, or a parent or
subsidiary of the Company, to terminate Employee's employment, for any reason,
with or without cause.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
"Company"
BIO-ENGINEERED FOODS, INC.
By:
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Xxxxx Xxxxx, President
Address:
0000 Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
"Employee"
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Address:
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