BERYLLIUM INTERNATIONAL CORPORATION
Stock Option Agreement
This Stock Option Agreement ("Agreement") is made and entered into as of the
date set forth below, by and between Beryllium International Corporation, a
Utah corporation (the "Company"), and Xxxx Xxxxx, an individual.
In consideration of the covenants set forth in this Agreement, the parties
agree as follows:
1. Option Information
(a) Date of Option: October 10, 2000
(b) Optionee: Xxxx Xxxxx
(c) Number of Shares: 190,000
(d) Exercise Price: $.01
2. Acknowledgments
(a) Optionee is a creditor of the company that has deferred the
enforcement of her claims against the Company so long as the Company in
good faith pursued an acquisition that would be in the interest of the
shareholders.
(b) The Board has authorized the granting to Optionee of a stock
option ("Option") to purchase shares of common stock of the Company
("Stock") upon the terms and conditions hereinafter stated and
pursuant to an exemption from registration under the Securities Act of
1993, as amended (the "Securities Act")
3. Shares; Price
The Company hereby grants to Optionee the right to purchase, upon and
subject to the terms and conditions herein stated, 190,000 shares of
Stock (the "Shares") for cash at the price of $.01 per Share (the
"Exercise Price").
4. Term of Option; Continuation of Service
This option shall expire, and all rights under it to purchase the
shares shall terminate on the first anniversary from the date hereof.
5. Vesting of Option
This Option shall become exercisable immediately.
Exhibit 99.15
6. Exercise
This Option shall be exercised by delivery to the Company of (a)
written notice of exercise stating the number of Shares being purchased
and such other information set forth on the from of Notice of Exercise
attached to this Agreement as Appendix A, (b) a check or cash in the
amount of the Exercise Price of the Shares covered by the notice, and
(c) a written investment representation as provided for in Section 13
of this Agreement. This Option shall not be assignable or transferable,
except by will or by the laws of descent and distribution, and shall be
exercisable only by Optionee during his or her lifetime, except as
provided in Section 8 of this Agreement.
7. Death of Optionee
If the Optionee shall die while still a Preferred Creditor, Optionee's
personal representative or the person entitled to Optionee's rights
under this Agreement may at any time within six months after the date
of Optionee's death, or during the remaining term of this Option,
whichever is the lesser, exercise this Option and purchase Shares to
the extent, but only to the extent, that Optionee could have exercised
this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this
Option has not previously been exercised by Optionee.
8. No Rights as Shareholder
Optionee shall have no rights as a shareholder until the effective
date of this Option, and no adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificates are issued except as provided in Section 10 of this
Agreement.
9. Recapitalization
Subject to any required action by the shareholders of the Company, the
number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or decrease
in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any
other increase or decrease in the number of such shares effected
without receipt of conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration by the Company."
In the event of a proposed dissolution or liquidation of the Company,
a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate
immediately prior to such date as is determined by the Board, which
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Exhibit 99.15
date shall be no later then the consummation of the Reorganization. In
such event, if the entity which shall be the surviving entity does not
tender to Optionee an offer, having no obligation to do so, to
substitute for any unexercised Option a stock option or capital stock
of the surviving entity, as applicable, which on an equitable basis
shall provide the Optionee with substantially the same economic benefit
as such unexercised Option, then the Board may grant to such Optionee,
in its sole and absolute discretion and without obligation, the right
for a period commencing 30 days prior to and ending immediately prior
to the date determined by the Board pursuant hereto for termination of
the Option or during the remaining term of the Option, whichever is
the lesser, to exercise any unexpired Option or Options without regard
to the -installment provisions of Section 5; provided, however, that
such exercise shall be subject to the consummation of the
Reorganization.
Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving entity in any merger or
consolidation, this Option thereafter shall pertain to an apply to the
securities to which a holder of Shares equal to the shares subject to
this Option would have been entitled by reason of the merger or
consolidation, and the installment provisions of Section 5 shall
continue to apply.
In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all of its authorized
Stock without par value into the same number of shares of Stock with a
par value, the shares resulting from any such change shall be deemed to
be the Shares within the meaning of this Option.
To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided in this Agreement, Optionee
shall have no rights by reason of any subdivision or consolidation of
shares of Stock of any class or the payment of any stock dividend or
any other increase or decrease in the number of shares of stock of any
class, and the number and price of Shares subject to this Option shall
not be affected by, and no adjustments shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or
capital stock, or any issue by the Company of shares of stock of any
class or securities convertible into shares of stock of any class.
The grant of this Option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any
part of its business or assets.
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Exhibit 99.15
10. Taxation Upon Exercise of Option
Optionee understands that, upon exercise of this Option, Optionee may
recognize income, for Federal and state income tax purposes, in an
amount equal to the amount by which the fair market value of the
Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an
agreement by Optionee to report such income in accordance with then
applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its
income tax purposes. Withholding for Federal or state income and
employment tax purposes will be made, if and as required by law,
form Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability,
the Company may require Optionee to make a cash payment to cover the
liability as a condition of the exercise of this Option.
11. Modification, Extension and Renewal of Options
The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept its surrender (to the extent not yet
exercised) and authorize the granting of a new option in substitution
for it (to the extent not yet exercised). Notwithstanding the foregoing
provisions of this Section 12, no modification shall, without the
consent of the Optionee, alter to the Optionee's detriment or impair
any rights of Optionee under this Agreement.
12. Investment Intent; Restrictions on Transfer
(a) Optionee represents and agrees that if Optionee exercises this
Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise of the purpose of investment and
not with a view to, or for resale in connection with, any
distribution thereof; and that upon the exercise of this Option
in whole or in part, Optionee (or any person or persons
entitled to exercise this Option under the provisions of
Section 7 of this Agreement) shall furnish to the Company a
written statement to that effect, satisfactory to the Company
in form and substance. If the Shares represented by this Option
are registered under the Securities Act, either before or after
the exercise of this Option in whole or in part, the Optionee
shall be relieved of the investment representation and
agreement and shall no be required to furnish the Company with
the written statement.
(b) Optionee further represents that Optionee has had access to the
financial statements or books and records of the Company, has
had the opportunity to ask questions of the company concerning
its business, operations and financial condition, and to obtain
additional information reasonably necessary to verify the
accuracy of such information.
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Exhibit 99.15
(c) Unless and until the Shares represented by this Option are
registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently
issued in substitution therefore and any certificate for any
securities issued pursuant to any stock split, share
reclassification, stock dividend or other similar capital event
shall bear legends in substantially the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES
LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM."
13. Stand-off Agreement
Optionee agrees that, in connection with any registration of the
Company's securities under the Securities Act, and upon the request of
the Company or any underwriter managing an underwritten offering of the
Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent
of the Company or the managing underwriter, as applicable, for a period
of at least six months following the effective date of registration of
the offering.
14. Notices
Any notice required to be given pursuant to this Option or the Plan
shall be in writing and shall be deemed to be delivered upon receipt
or, in the case of notices by the Company, 5 days after deposit in the
US Mail, postage prepaid, addressed to Optionee at the address last
provided by Optionee for his or her employee records
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Exhibit 99.15
In witness whereof, the parties hereto have executed this Option as of the
date first above written.
/s/ Xxxxxxx X. Xxxxx
--------------------
Beryllium International Corporation
Its President
Optionee
I certify that as of the date hereof I am married.
/s/Xxxx X. Xxxxx
---------------------------
Optionee
By his or her signature, the spouse of Optionee hereby agrees to be bound by
the provisions of the foregoing Option Agreement.
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx Xxxxx, Spouse of Optionee
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Exhibit 99.15
