EXHIBIT 4.4
This Option Agreement ("Agreement") is made this 12th day of March 2004
by and between Advanced Technology Industries, Inc. ("the Company") and Xxxxx X.
Xxxxxxxxx, ("Xxxxxxxxx"), of 000 00xx Xxxxxx, Xxxxxx, Xxxx, XXX 00000.
WHEREAS, it is acknowledged by the Board of Directors of the Company
that Xxxxxxxxx has rendered services to the Company since the commencement of
his employment, on February 1, 2000, that have been beneficial to the Company.
WHEREAS, the Board of Directors of the Company wishes to award
Xxxxxxxxx an option to purchase 937,777 shares of the Company's common stock,
$0.0001 par value per share (the "Common Stock") as acknowledgement of the
valuable and beneficial services provided to the Company by Xxxxxxxxx.
NOW, THEREFORE, the parties agree as follows:
1. Option
The Company grants to Xxxxxxxxx the right to purchase ("Option") an
aggregate of nine hundred thirty-seven thousand seven hundred seventy-seven
(937,777) shares of Common Stock ("Shares") at a per share purchase price of
$0.22. The Option may be exercised at any time, whether in a single transaction
or in multiple transactions, and in the amounts and at the times determined by
Xxxxxxxxx.
2. Vesting
These options were granted and vested in total as of the 12th day of
March 2004, such that they are all fully vested at this time.
The Option shall be non-forfeitable, and shall not be affected by the
termination of employment, the death or disability of Xxxxxxxxx, or for any
other reason. Notwithstanding the foregoing, if the entire portion of this
Option has not been exercised as of March 12, 2014, the unexercised portion
shall lapse and shall be of no force or effect.
3. Adjustment
In the event of a stock dividend, stock split or combination of shares
(including a reverse stock split), recapitalization or other change in the
Company's capital structure, the Company will make appropriate adjustments to
the number of Shares that may be delivered under the Option and will also make
appropriate adjustments to the number and kind of shares of stock or securities
subject to the Option, in each case, in order to preserve, or prevent the
enlargement of, the benefits intended to be made under the Option.
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4. Manner of Exercise
If at any time Xxxxxxxxx elects to exercise all or any part of the
Option, he shall so notify the Company in writing. Such written notice shall
specify the number of Shares to be purchased, and shall be accompanied by cash,
wire transfer or a check equal to the full purchase price for all Shares
purchased. "Full purchase price" means the per-share purchase price set forth in
Section 1 multiplied by the number of Shares purchased.
5. Issuance of Certificates
As soon as practicable after the exercise of any portion of the Option,
the Company shall deliver to Xxxxxxxxx a certificate evidencing the Shares so
purchased. Upon such delivery Xxxxxxxxx shall have all rights, powers, and
interests of a shareholder of the Company with respect to the Shares so
acquired.
6. Registration of Shares
As soon as practicable after the date first written above, the Company
agrees to file a registration statement, on Form S-8, with the U.S. Securities
Exchange Commission registering the Shares underlying the Option.
7. Transfer.
Neither the Option nor any rights thereunder may be transferred,
assigned, pledged or hypothecated in any way, whether by operation of law or
otherwise (other than by will, the laws of descent and a distribution pursuant
to a "qualified domestic relations order (as defined in the Internal Revenue
Code of 1986), and shall not be subject to execution, attachment or similar
process.
8. Entire Agreement
This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof, and supercedes any prior or
contemporaneous written or oral agreement with respect thereto.
9. Choice of Law
This Agreement shall be governed by the laws of the State of Delaware.
10. Amendment
This Agreement may be amended only in writing executed by the parties
hereto.
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11. Attorney's Fees
In the event either party incurs legal expenses to enforce or interpret
any provision of this Agreement, the prevailing party shall be entitled to
recover its legal expenses, including, without limitation, reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party shall be entitled.
In WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.
ADVANCED TECHNOLOGY INDUSTRIES, INC.
By: /S/ Xxxx-Xxxxxxx Skrobank
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Xxxx-Xxxxxxx Skrobank, President and Director
By: /S/ Xxxx-Xxxxxxx Xxxxxxxxxx
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Xxxx-Xxxxxxx Xxxxxxxxxx, Director
ACKNOWLEDGED
By: /S/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President and Director LTDNetwork Inc.
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