QNECTIVE, INC. OPTION AGREEMENT
A
non-qualified Option (the “Option”) is hereby granted to you (the “Optionee”) by
Qnective, Inc., a Nevada corporation (the “Company”), for and with respect to
shares of common stock, par value $.001 of the Company, (the “Shares”), subject
to the following terms and conditions. Proceeds received by the
Company for the sale of Shares pursuant to the Option granted hereunder shall be
used for general corporate purposes. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed in the Qnective
Equity Incentive Plan (the "Plan").
1. Subject
to the provisions set forth herein, the terms and conditions of the Company’s
Bylaws (the “Bylaws”), and the Plan, each of which may be amended from time to
time, and the terms of which are hereby incorporated in this Option Agreement by
this reference thereto, and receipt of copies of which the Optionee hereby
acknowledges, and in consideration of the agreements of Optionee herein
provided, the Company hereby grants to Optionee an option to purchase from the
Company the number of Shares of the Company, at the purchase price per Share,
and on the schedule, all as set forth below (the “Option”). The
Company agrees it shall reserve an aggregate number of Shares sufficient to
satisfy the number of Shares granted by this Option Agreement. The
option price shall not be less than the Fair Market Value of the Shares on the
date of grant.
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Name of Optionee:
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Xxxxxx Xxxxxx
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Number
of Shares
Subject
to Option:
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As
per terms of Advisory
Board Membership
Agreement effective
April 1, 2009, between
Company and Optionee
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Option
Price Per Share:
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Fair
Market Value on each
March 31 commencing
March 31, 2010,
as per terms of Advisory
Board Membership
Agreement effective
April 1, 2009 between
the Company and
Optionee
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Fair
Market
Value
of Shares
Subject
to Option
(as
of date of grant):
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Fair
Market Value on each
March 31 commencing
March 31, 2010,
as per terms of Advisory
Board Membership
Agreement effective
April 1, 2009, between
Company and Optionee
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Date
of Grant:
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Each
March 31 commencing
March 31, 2010,
as per terms of Advisory
Board Membership
Agreement effective
April 1, 2009, between
the Company and
Optionee
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Vesting Schedule: years; pro
rata
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Termination Date
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Options
will vest on each date of grant
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March
31, 2019
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2. The
exercise of this Option is conditioned upon the acceptance by Optionee of the
terms of this Option Agreement as evidenced by his, her, or its execution of
this Agreement and the return of an executed copy to the Company.
4. The
Optionee may exercise an Option by written notice of an election to exercise
specifying the portion thereof being exercised and the exercise date, signed by
Optionee, or his, her, or its Personal Representative in the event of
Optionee’s death,
which notice shall be (i) delivered to the Company at its principal office,
attention of its Chief Executive Officer no later than on the exercise date, or
(ii) mailed, postage pre-paid, to the Company at its principal office address,
attention Chief Executive Officer at least three (3) business days prior to the
exercise date.
5. At
the time of exercise of the Option, payment of the purchase price for the Shares
being purchased must be made by wire transfer.
6. Neither
the Optionee nor any other person entitled to exercise the Option granted under
the terms hereof shall be, or have any of the rights or privileges of, a
Shareholder of the Company in respect of any of the Shares issuable on exercise
of the Option, unless and until (i) the Option shall be so exercised in respect
of such Shares, (ii) the purchase price for such Shares shall have been paid in
full, and (iii) the Shares shall have been issued by the
Company.
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7. If
the Option is exercised in whole, this Option Agreement shall be surrendered to
the Company for cancellation. If the Option is exercised in part, or
a change in the number or designation of the number of Shares shall be made,
this Option Agreement shall be delivered by Optionee to the Company for the
purpose of making an appropriate notation thereon, or of otherwise reflecting,
in such manner as the Company shall determine, the partial exercise or the
change in the number of Shares. No fractional Shares shall be issued
under any Option.
8. The
Company’s right to terminate the employment or engagement of the Optionee for
any reason, with or without cause, and without liability to the Optionee with
respect to any rights as to any Option shall be unrestricted.
9. All
Shares issued shall be subject to restrictions on transfer and otherwise as
provided by the Plan.
9. Whenever
Shares are to be delivered to the Optionee or such other person or entity
exercising the Option in accordance with the provisions of this Agreement and
the Plan upon the exercise of the Option or any portion thereof, the Company
shall be entitled to require as a condition of delivery that the Optionee or
such other person or entity remit or, in appropriate cases, agree to remit when
due, an amount sufficient to satisfy all current or estimated future federal,
state, and local withholding tax and employment tax requirements relating
thereto in the event that such remittance is required to allow the Company to
receive a deduction in connection with the delivery of such Shares or to the
extent the Company is unable to satisfy its withholding obligations out of other
amounts due from the Company to the Optionee or such other person or
entity.
10. No
Optionee, Beneficiary, or other person shall have any right, title, or interest
in any fund or in any specific asset of the Company by reason of any Option
granted hereunder. Neither the provisions of this Agreement (or of
any documents related hereto), nor any action taken pursuant to the provisions
of this Agreement shall create, or be construed to create, a trust of any kind
or a fiduciary relationship between the Company and any Optionee, Beneficiary,
or other person. To the extent that an Optionee, Beneficiary, or
other person acquires a right to receive an Option hereunder, such right shall
be no greater than the right of any unsecured general creditor of the
Company.
11. Any
notice required herein to be given by an Optionee to the Company shall be given
as set forth in the Plan.
12. The
provisions of this Agreement shall be binding upon all Personal Representatives
and Beneficiaries of the Optionee.
13. This
Agreement and the Option granted hereunder shall be construed, andgoverned in
all respects under and by the laws of the State of New York, without regard to
the conflicts of law rules thereof.
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By:
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/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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Chief Executive Officer
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Date: As
of April 1st, 2009
The
undersigned hereby accepts the foregoing Option and agrees to the terms and
conditions hereof.
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/s/ Xxxxxx
Xxxxxx
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Xxxxxx
Xxxxxx
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Date: As
of ____________, 2009
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