VITROTECH CORPORATION
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into by and among
________________, an individual (the "Optionee"), and VITROTECH CORPORATION, a
Nevada corporation (the "Company").
RECITALS
WHEREAS, the Company has heretofore adopted the VITROTECH CORPORATION 2004
STOCK OPTION PLAN (the "Plan") for the purpose of providing eligible key
employees, consultants and directors of the Company and its Affiliates (as
defined in the Plan), with increased incentive to render services, to exert
maximum effort for the business success of the Company and to strengthen the
identification of employees, consultants and directors with the shareholders.
The Company, acting through its Board of Directors (the "Board") or the
Compensation Committee of the Board (the "Committee"), has determined that its
interests will be advanced by the issuance to Optionee of a stock option under
the Plan.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties, covenants and agreements hereinafter set
forth, and intending to be legally bound, the parties hereto hereby agree as
follows:
SECTION 1. GRANT OF OPTION. Subject to the terms and conditions set forth
herein, the Company hereby irrevocably grants to Optionee the right and option,
of the character indicated on EXHIBIT A attached hereto ("Option"), to purchase
from the Company the number of shares of the Company's common stock, $0.001 par
value ("Common Stock") set out on EXHIBIT A at the price per share indicated on
EXHIBIT A.
SECTION 2. OPTION PERIOD AND VESTING. The Option herein granted may be
exercised by Optionee in whole or in part at any time during a period beginning
on the date hereof and ending on the date set out on EXHIBIT A (the "Option
Period"), subject to the limitation that said Option shall vest and become
exercisable in accordance with the vesting schedule set out on EXHIBIT A.
Notwithstanding anything in this Option Agreement to the contrary, the Board, in
its sole discretion may waive the vesting requirement and upon written notice to
Optionee, accelerate the earliest date or dates on which any of the Options
granted hereunder are exercisable.
SECTION 3. PROCEDURE FOR EXERCISE. The Option herein granted may be
exercised by the delivery by Optionee of written notice to the Company setting
forth the number of shares of Common Stock with respect to which the Option is
being exercised. The notice shall be accompanied by, at the election of the
Optionee:
(a) cash, cashier's check, bank draft, or postal or express money
order payable to the order of the Company;
(b) certificates representing shares of Common Stock theretofore
owned by Optionee duly endorsed for transfer to the Company;
(c) if approved by the Committee, to the extent permitted by
applicable law, a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to
pay the Option Price, and, if requested, the amount of any federal, state,
local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or
more brokerage firm; or
(d) any combination of the preceding, equal in the value to the
aggregate exercise price.
Notice may also be delivered by telecopy provided that the exercise price of
such shares is received by the Company on the same day the telecopy transmission
is received by the Company. The notice shall specify the address to which the
certificates for such shares are to be mailed. An option to purchase shares of
Common Stock hereunder shall be deemed to have been exercised immediately prior
to the close of business on the date (i) written notice of such exercise and
(ii) payment in full of the exercise price for the number of shares for which
Options are being exercised, are both received by the Company and Optionee shall
be treated for all purposes as the record holder of such shares of Common Stock
as of such date.
As promptly as practicable after receipt of such written notice and
payment, the Company shall cause the shares being purchased to be issued to the
Optionee and to record the issuance of such shares to Optionee.
SECTION 4. TERMINATION OF EMPLOYMENT. If Optionee ceases to be employed by
the Company or its Affiliates for any reason other than death or disability, any
Option which is exercisable on the date of such termination of employment shall
expire three-months from such date of termination of employment; provided,
however, the Board or the Committee, in its sole discretion, may allow an
Optionee to exercise all or a portion of the Options granted but unexercised for
a period of time after Optionee's termination of employment.
SECTION 5. DISABILITY OR DEATH. In the event the Optionee dies or is
determined to be disabled while Optionee is employed by the Company, the options
previously granted to Optionee may be exercised (to the extent Optionee would
have been entitled to do so at the date of death or the determination of
disability) at any time and from time to time, within a three-month period after
such death or determination of disability, by the Optionee, the guardian of
Optionee's estate, the executor or administrator of Optionee's estate or by the
person or persons to whom Optionee's rights under this Option Agreement shall
pass by will or the laws of descent and distribution, but in no event may the
Option be exercised after its expiration under the terms of this Option
Agreement. An Optionee shall be deemed to be disabled if, in the opinion of a
physician acceptable to the Board or the Committee, Optionee is incapable of
performing services for the Company of the kind Optionee was performing at the
time the disability occurred by reason of any medically determinable physical or
mental impairment which can be expected to result in death or to be of long,
continued and indefinite duration. The date of determination of disability for
purposes hereof shall be the date of such determination by such physician.
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SECTION 6. TRANSFERABILITY. This Option shall not be transferable by
Optionee otherwise than by Optionee's will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act, as amended,
or the rules thereunder. During the lifetime of Optionee, the Option shall be
exercisable only by Optionee. Any heir or legatee of Optionee shall take rights
herein granted subject to the terms and conditions hereof. No such transfer of
this Option Agreement to heirs or legatees of Optionee shall be effective to
bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of such evidence as the Board or the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions hereof.
SECTION 7. NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock covered by this Option
Agreement until the Option is exercised by written notice and accompanied by
payment as provided in Section 3 of this Option Agreement.
SECTION 8. CHANGES IN CAPITAL STRUCTURE. If the outstanding shares of
Common Stock or other securities of the Company, or both, for which the Option
is then exercisable shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, combination of shares, or recapitalization, the
number and kind of shares of Common Stock or subject to the Option and the
exercise price, shall be appropriately and equitably adjusted so as to maintain
the proportionate number of shares or other securities without changing the
aggregate exercise price.
SECTION 9. COMPLIANCE WITH LAWS. Notwithstanding any of the other
provisions hereof, Optionee agrees that he or she will not exercise the Option
granted hereby, and that the Company will not be obligated to transfer any
shares pursuant to this Option Agreement, if the exercise of the Option or the
transfer of such shares of Common Stock would constitute a violation by Optionee
or by the Company of any provision of any law or regulation of any governmental
authority.
SECTION 10. NO RIGHT TO EMPLOYMENT. Optionee who is an employee shall be
considered to be in the employment of the Company so long as he or she remains
an employee of the Company or its Affiliates. Any questions as to whether and
when there has been a termination of such employment and the cause of such
termination shall be determined by the Board, and its determination shall be
final. Nothing contained herein shall be construed as conferring upon Optionee
the right to continue in the employ of the Company, nor shall anything contained
herein be construed or interpreted to limit the "employment at will"
relationship between Optionee and the Company.
SECTION 11. RESOLUTION OF DISPUTES. As a condition of the granting of the
Option hereby, Optionee, and Optionee's heirs, personal representatives and
successors agree that any dispute or disagreement which may arise hereunder
shall be determined by the Board in its sole discretion and judgment and that
any such determination and any interpretation by the Board of the terms of this
Option Agreement shall be final and shall be binding and conclusive, for all
purposes, upon the Company, Optionee, and Optionee's heirs, personal
representatives and successors.
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SECTION 12. LEGENDS ON CERTIFICATE. The certificates representing the
shares of Common Stock purchased by exercise of the Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares.
SECTION 13. NOTICES. Every notice hereunder shall be in writing and shall
be given by registered or certified mail. All notices of the exercise of any
Option hereunder shall be directed to the Company as follows: VitroTech
Corporation, 0 Xxxxxx Xxxxxx Xx., Xxxxx 000, Xxxxx Xxx, Xxxxxxxxxx 00000. Any
notice given by the Company to Optionee shall be directed to Optionee at the
address set forth on EXHIBIT A attached hereto. The Company shall be under no
obligation whatsoever to advise Optionee of the existence, maturity or
termination of any of Optionee's rights hereunder and Optionee shall be deemed
to have familiarized himself with all matters contained herein.
SECTION 14. "MARKET STAND-OFF" AGREEMENT. Optionee agrees that, if
requested by the Company or the managing underwriter of any proposed public
offering of the Company's securities, Optionee will not sell or otherwise
transfer or dispose of any shares of Company common stock held by Optionee
without the prior written consent of the Company or such underwriter, as the
case may be, during such period of time, not to exceed one hundred eighty (180)
days following the effective date of the registration statement filed by the
Company with respect to such offering, as the Company or the underwriter may
specify.
SECTION 15. WITHHOLDING OF TAX. Optionee shall notify the Company of the
disposition of any shares of Common Stock acquired pursuant to this Option and,
to the extent that the exercise of this Option or the disposition of shares of
Common Stock acquired by exercise of this Option results in compensation income
to Optionee for federal or state income tax purposes, Optionee shall pay to the
Company at the time of such exercise or disposition (or such other time as the
law permits if Optionee is subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended) such amount of money as the Company may require to meet
its obligation under applicable tax laws or regulations; and, if Optionee fails
to do so, the Company is authorized to withhold from any cash remuneration then
or thereafter payable to Optionee, any tax required to be withheld by reason of
such resulting compensation income or Company may otherwise refuse to issue or
transfer any shares otherwise required to be issued or transferred pursuant to
the terms hereof.
SECTION 16. AGREEMENT SUBJECT TO PLAN. This Option Agreement is subject to
the Plan. The terms and provisions of the Plan (including any subsequent
amendments thereto) are hereby incorporated herein be reference thereto. In the
event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail. All definitions of words and terms contained in the Plan
shall be applicable to this Option Agreement.
SECTION 17. BINDING EFFECT. This Option Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Optionee as provided herein.
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IN WITNESS WHEREOF, this Stock Option Agreement has been executed as of
this ___ day of ___________ 20___.
VITROTECH CORPORATION
By:________________________
Xxxx Xxx Xxxxx, President
OPTIONEE:
____________________________
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EXHIBIT A
STOCK OPTION AGREEMENT
OPTION GRANT DATE:
OPTIONEE:
OPTIONEE ADDRESS:
OPTION CHARACTER:
NUMBER OF
OPTION SHARES:
EXERCISE PRICE:
OPTION PERIOD:
VESTING SCHEDULE:
IN WITNESS WHEREOF, this Exhibit A to Stock Option Agreement has been executed
and acknowledged as of the day and date indicated.
VITROTECH CORPORATION
Dated: _____________, 20___
By:_________________________
Xxxx Xxx Xxxxx, President
OPTIONEE:
Dated: _____________, 20___
____________________________
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