THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR
INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF
1933, AND THE RULES AND REGULATIONS PROMULGATED HEREUNDER AND APPLICABLE
STATE SECURITIES LAWS.
1998 STOCK OPTION PLAN OF NURESCELL INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is made by and between
Nurescell Inc., a Nevada corporation (the "Company"), and _______________
__________________ (the "Optionee") as of the date set forth herein below.
RECITALS
A. The Board of Directors of the Company (the "Board") has established
the 1998 Stock Option Plan of the Company (the "Plan"), for the purpose of
providing to Employees, Directors and consultants of the Company and others
an opportunity to acquire shares of the Company's Common Stock, par value
$.0001 per share (the "Shares"); and
B. The Company's Board of Directors or the Stock Option Committee of the
Company's Board of Directors (the "Committee") appointed to administer the
Plan has determined that it would be to the advantage and best interest of
the Company and its shareholders to grant the stock option provided for
herein (the "Option") to the Optionee as an inducement to continue to provide
services to the Company and as an incentive for increased efforts during such
service, and to make the Options qualify under Rule 701 promulgated pursuant
to the Securities Act of 1933, as amended, and Section 25102(o) of the
California Corporation Code has advised the Company thereof and instructed it
to issue the Option.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Plan. The masculine pronoun shall
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include the feminine and neuter, and the singular the plural, where the
context so indicates.
SECTION 1.1 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.2 - COMPANY
"Company" shall mean Nurescell Inc. In addition, "Company" shall mean any
corporation assuming, or issuing new employee stock options in substitution
for the Option and Incentive Stock Options (as defined in Section 1.7 of the
Plan), outstanding under the Plan, in a transaction to which Section 425(a)
of the Code applies.
SECTION 1.3 - OPTION
"Option" shall mean the stock option to purchase Common Stock of the
Company granted under this Agreement.
SECTION 1.4 - PLAN
"Plan" shall mean the 1998 Stock Option Plan of the Company.
SECTION 1.5 - SECRETARY
"Secretary" shall mean the Secretary of the Company.
SECTION 1.6 - SECURITIES ACT
"Securities Act" shall mean the Securities Act of 1933, as amended.
SECTION 1.7 - SUBSIDIARY
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing
50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.
SECTION 1.8 - TERMINATION OF EMPLOYMENT
"Termination of Employment" shall mean the time when the
employee-employer relationship, directorship or other relationship between
the Optionee and the Company or a Subsidiary is terminated for any reason,
with or without cause, including, but not by way of limitation, a termination
by resignation, discharge, death or retirement, but excluding terminations
where there is
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a simultaneous reemployment of the Optionee by the Company or a Subsidiary.
The Committee, in its absolute discretion, shall determine the effect of all
other matters and questions relating to Termination of Employment, including,
but not by way of limitation, the question of whether a termination of
Employment resulted from a discharge for good cause, and all questions of
whether particular leaves of absence constitute Termination of employment.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 - GRANT OF OPTION
In consideration of the Optionee's agreement to render faithful and
efficient services to the Company and for other good and valuable
consideration, on the date set forth on the Signature Page hereof (the "Date
of Grant"), the Company irrevocably grants to the Optionee the option to
purchase any part or all of an aggregate of the number of Shares set forth on
the Signature Page hereof and upon the terms and conditions set forth in this
Agreement.
SECTION 2.2 - PURCHASE PRICE
The Purchase Price of the Shares covered by the Option shall be the
amount set forth on the Signature Page hereof and shall be without commission
or other charge (the "Purchaser Price").
SECTION 2.3 - RESERVATION OF RIGHTS
Nothing in the Plan or in this or any Stock Option Agreement shall
confer upon the Optionee any right to continue in the employ of the Company
or any Subsidiary or shall interfere with or restrict in any way the rights
of the Company and its Subsidiaries, which are hereby expressly reserved, to
discharge the Optionee at any time for any reason whatsoever, with or without
cause.
SECTION 2.4 - ADJUSTMENTS IN OPTION
In the event that the outstanding Shares subject to the Option are
changed into or exchanged for a different number or kind of shares of the
Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split up, stock
dividend, or combination of shares, the Committee shall make an appropriate
and equitable adjustment in the number and kind of Shares as to which the
Option, or portions thereof then unexercised, shall be exercisable, to the
end that after such event the Optionee's proportionate interest shall be
maintained as before the occurrence of such event. Such adjustment in the
Option shall be made without change in the total price applicable to the
unexercised portion of the Option (except for any change in the aggregate
price resulting from round-off of share quantities or prices) and with any
necessary corresponding adjustment in the Purchase Price. Any such adjustment
made by the Committee shall be final and binding upon the Optionee, the
Company, the Subsidiaries and all other interested persons.
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ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY
(a) The Option shall become exercisable as described on the signature
page hereto.
(b) Excluding Saturdays, Sundays, and nationally recognized holidays,
if the Optionee is absent from employment for any reason other than vacation
for an aggregate period exceeding sixty (60) days during the annual period
between the Date of Grant and the First Anniversary Date or any successive
Anniversary Date and the following Anniversary Date, then the latter
Anniversary Date shall be postponed by the number of all such days of
absence. This paragraph (b) shall not apply to Optionees who are Directors
and consultants of the Company but not Employees of the Company.
SECTION 3.2 - DURATION OF EXERCISABILITY
Any installments provided for in Section 3.1 are cumulative. Each such
installment which becomes exercisable pursuant to Section 3.1 shall remain
exercisable until it becomes unexercisable under the Plan.
SECTION 3.3 - ASSUMPTION OF OPTION; ACCELERATION OF EXERCISABILITY
In the event of the merger or consolidation of the Company with or into
another corporation, or the acquisition by another corporation or person of
all or substantially all of the Company's assets or eighty percent (80%) or
more of the Company's then outstanding voting stock, or the liquidation or
dissolution of the Company, such Option shall be assumed or an equivalent
option substituted by any successor corporation of the Company. The Company
undertakes to make reasonable and adequate provision for such assumption or
substitution of the Option upon or in connection with such merger,
consolidation, acquisition, liquidation, or dissolution. The Committee may
also, in its absolute discretion and upon such terms and conditions as it
deems appropriate, by resolution adopted prior to such event, provide that at
some time prior to the effective date of such event this Option shall be
exercisable as to all of the Shares covered hereby, notwithstanding that this
Option may not yet have become fully exercisable under Section 3.1.
SECTION 3.4 - OPTION NOT TRANSFERABLE
Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts, or engagements of the Optionee or
his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment, or any other means
whether such disposition be voluntary or involuntary or by operation of law,
by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect; provided, however, that this Section
3.5 shall not prevent transfers by will or by the applicable laws of descent
and distribution.
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ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE
During the lifetime of the Optionee, only he or she may exercise the
Option or any portion thereof. After the death of the Optionee, any
exercisable portion of the Option may, prior to the time when the Option
becomes unexercisable, be exercised by his or her personal representative or
by any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
SECTION 4.2 - PARTIAL EXERCISE
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under the
Plan; provided, however, that each partial exercise shall be for not less
than one hundred (100) Shares (or the minimum installment set forth on the
signature page hereto, if a smaller number of Shares) and shall be for whole
Shares only.
SECTION 4.3 - MANNER OF EXERCISE
The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary or the Secretary's office of all of the
following prior to the time when the Option or such portion becomes
unexercisable under the Plan:
(a) Notice in writing signed by the Optionee or the other person then
entitled to exercise the Option of portion thereof, stating that the Option
or portion thereof is thereby exercised, such notice complying with all
applicable rules established by the Committee; and
(b) (i) Full payment (in cash or by check) for the Shares with respect
to which such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the
Optionee duly endorsed for transfer to the Company with a fair
market value on the date of delivery equal to the aggregate
Purchase Price of the Shares with respect to which such Option or
portion is thereby exercised, or options duly endorsed having an
aggregate value (measured by the difference between fair market
value of the Shares and the Purchase Price) equal to the aggregate
Purchase Price of the Shares with respect to which such Option or
portion thereof is thereby exercised; or
(iii) A promissory note bearing interest (at least such rate as
shall then preclude the imputation of interest under the Code or
any successor provision) and payable upon such terms as may be
prescribed by the Committee. The Committee may also
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prescribe the form of such note and the security to be given for
such note. No option may, however, be exercised by delivery of a
promissory note or by a loan from the Company when or where such
loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the
foregoing subsections (i), (ii), and (iii), and
(c) Full payment to the Company of all amounts which, under federal,
state or local law, the Company is required to withhold upon exercise of the
Option; and
(d) In the event the Option or portion thereof shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the
Option.
SECTION 4.4 - CONDITIONS OF ISSUANCE OF STOCK CERTIFICATES
The Shares deliverable upon the exercise of the Option, or any portion
thereof, may be either previously authorized but unissued Shares or issued
Shares which have then been reacquired by the Company. Such Shares shall be
fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for Shares purchased upon the
exercise of the Option or portion thereof prior to fulfillment of the
following conditions:
(a) Either the completion of any registration or other qualification of
such Shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other Governmental
regulatory body, which the Committee shall, in its absolute discretion, deem
necessary or advisable, or the receipt of an opinion of counsel satisfactory
to the Committee that the Shares were issued pursuant to exemptions under
both state and federal law;
(b) The obtaining of any approval or other clearance from any state or
federal governmental agency which the committee shall, in its absolute
discretion, determine to be necessary or advisable;
(c) The payment to the Company of all amounts which, under federal,
state, or local law, it is required to withhold upon exercise of the Option;
SECTION 4.5 - RIGHTS AS A STOCKHOLDER
The holder of the Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any Shares
purchasable upon the exercise of any part of the Option unless and until
certificates representing such Shares shall have been issued by the Company
to such holder.
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ARTICLE V
OTHER PROVISIONS
SECTION 5.1 - ADMINISTRATION
The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or
revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee or the Special Committee in good faith
shall be final and binding upon the Optionee, the Company, the Subsidiaries
and all other interested persons. No member of the Committee or the Special
committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Option. In
its absolute discretion, the Board may at any time and from time to time
exercise any and all rights and duties of the Committee under the Plan and
this Agreement.
SECTION 5.2 - SHARES TO BE RESERVED
The Company shall at all times during the term of the Option reserve and
keep available such number of Shares as will be sufficient to satisfy the
requirements of this Agreement.
SECTION 5.3 - NOTICES
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to
be given to the Optionee shall be addressed to him or her at the address set
forth on the Signature Page hereof. By a notice given pursuant to this
Section 5.3, either party may hereafter designate a different address for
delivery of notices. Any notice which is required to be given to the Optionee
shall, if the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of
his status and address by written notice under this Section 5.3. Any notice
shall be deemed duly given when enclosed in a properly sealed envelope or
wrapper addressed as aforesaid and deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United States Postal
Service.
SECTION 5.4 - TITLES
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
SECTION 5.5 - CONSTRUCTION
This Agreement shall be administered, interpreted, and enforced under
the laws of the State of California.
[NEXT PAGE FOLLOWING IS THE SIGNATURE PAGE]
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SIGNATURE PAGE
1998 STOCK OPTION AGREEMENT OF NURESCELL INC.
______ Incentive Stock Option
______ Non-Qualified Option
Purchase/Exercise Price per Share: $__________
Number of Shares: _____________
Vesting: ______% each year, for ____ years; first portion vesting _____________
I have read the Stock Option Agreement indicated above which was adopted
for use in connection with the 1998 Stock Option Plan. I have also received
and reviewed a copy of the 1998 Stock Option Plan. As Optionee, I hereby
agree to all of the terms of the Agreement.
Date of Grant: ____________________ ____________________________________
Optionee Signature
____________________________________
Optionee Name (Please Print)
____________________________________
____________________________________
Address
Optionee Social Security Number or
Taxpayer Identification Number:
____________________________________
The Company hereby agrees to all of the terms of the Agreement.
NURESCELL INC.
By: ________________________________
Name: ______________________________
Its: _______________________________
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