EXHIBIT 10.3
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EXCHANGE AGREEMENT
This Exchange Agreement is entered into effective this 25th day of June,
2001 by and between HELPCITY, INC. (formerly known as XxxxXxxx.xxx, LLC), a
Nevada corporation (the "Company"), and ___________________, an individual
("Employee"). Each of Company and Employee, shall be referred to herein as a
"Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Parties entered into an Employment Agreement dated,
________________, whereby consideration, in addition to a base salary, for
Employee's employment included a grant of ____________ shares of stock of the
Company over a 3-year period, (the "Original Equity Consideration");
WHEREAS, the Parties believe it is in the best interest of the Company and
the Employee to issue equity consideration in another format;
NOW, THEREFORE, for good and adequate consideration, the receipt of which
is hereby acknowledged, the Parties hereto agree as follows:
1. Cancellation of Prior Issuances. The Parties hereto acknowledge and
agree that the grant of Original Equity Consideration is hereby cancelled in its
entirety.
2. Consideration for Exchange. The Parties hereto acknowledge and
agree that options to purchase shares of the Company's common stock shall be
granted to Employee pursuant to the Company's 2001 Stock Option Plan (Exhibit A,
attached hereto) and that certain Incentive Stock Option Agreement entered into
between the Company and Employee, dated _________________, (Exhibit B, attached
hereto).
IN WITNESS WHEREOF, the Parties have executed this Exchange Agreement
effective as of the date first written above.
HelpCity, Inc., "Employee"
a Nevada corporation
__________________________________ __________________________________
By: Xxxxx Xxxx ___________________, an individual
Its: President
