Exhibit 4.3
PCS EDVENTURES!.COM, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered
into in duplicate this 28th day of April, 2004, by and among PCS
Edventures!.com, Inc., an Idaho corporation ("Corporation"), and Xxxxx Xxxxxxx
("Grantee"), in his capacity as a consultant of the Corporation with respect
to the following facts:
Pursuant and subject to the PCS Edventures!.com, Inc. 2004 Nonqualified Stock
Option Plan, a copy of which is furnished to the Grantee with a copy of this
Agreement and the provisions of which, by this reference, are made a part of
this Agreement as though specified completely and specifically verbatim in
this Agreement ("Plan"), the Corporation's Board of Directors has determined
that it is in the best interests of the Corporation and its stockholders to
grant the option provided for herein to the Grantee. The parties agree as
follows:
1. GRANT OF OPTION. For value received, the Corporation hereby grants to
the Grantee the right and option to purchase, on the terms and subject to the
conditions specified in this Agreement, SIX MILLION (6,000,000) shares of the
Corporation's no par value common stock (the "Shares"). The purchase price
shall be between $0.10 and $0.25 per share.
2. TIME AND MANNER OF EXERCISE. From and after April 28, 2004, and during
and until June 28, 2004, the Grantee shall have the right to purchase from the
Corporation 2,000,000 Shares at a purchase price of $0.10 per share and from
April 28, 2004, and during and until August 28, 2004, the Grantee shall have
the right to purchase 4,000,000 Shares at a purchase price of $0.25 per share
(collectively the "Option"). The Grantee shall exercise the Option by delivery
to the Corporation of a notice of exercise accompanied by a certified or
cashier's check or promissory note in payment of the Option purchase price.
Promptly upon receipt of such exercise and such check, the Corporation will
deliver or cause to be delivered to Grantee stock certificate(s) representing
the number of shares of the Corporation's $.001 par value common stock
purchased in accordance with the provisions of this Agreement and, during
Grantee's lifetime, duly registered in the name of the Grantee and, at the
Grantee's election, his or her spouse.
3. NONASSIGNABILITY. The Option may be exercised only by Grantee during his
or her lifetime. The Grantee will not transfer or assign the Option, except
by Will or the laws of interstate succession.
4. EXPIRATION. The Option shall terminate and expire at 5:00 pm Pacific
Time on August 28, 2004, or as specified in Article XI of the Plan, whichever
is earlier.
5. REPRESENTATIONS OF CORPORATION. During such time as the Option remains
outstanding and unexpired, the Corporation will reserve for issuance, upon the
exercise of the Option, the number of shares of the Corporation's no par value
common stock that are subject to the Option.
6. CAPITAL ADJUSTMENTS. (a) The existence of the Option shall not affect
in any way the right or power of the Corporation or its stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Corporation's capital structure or the Corporation's
business, or any merger or consolidation of the Corporation or any issue of
bonds, debentures, preferred stock having a preference to or affecting the
Corporation's capital stock or the rights thereof, or the issuance of any
securities convertible into any such capital stock or of any rights, options,
or warrants to purchase any such capital stock, or the dissolution or
liquidation of the Corporation, any sale or transfer of all or any part of the
Corporation's assets or business, or any other act or proceeding of the
Corporation, whether of a similar character or otherwise.
(b) The securities with respect to which the Option is granted are shares of
the no par value common stock of the Corporation as presently constituted, but
if and whenever, prior to the delivery by the Corporation of all the shares of
the no par value common stock with respect to which the Option is granted, the
Corporation shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of such common stock issued and outstanding
without receiving compensation therefor in money, services, or property, the
number of shares of such common stock then remaining subject to the Option
shall (a) in the event of an increase in the number of outstanding shares of
such common stock, be proportionately increased, and the cash consideration
payable per share of such common stock shall be proportionately reduced; and
(b) in the event of a reduction in the number of outstanding shares of such
common stock, be proportionately reduced, and the cash consideration payable
per share of such common stock shall be proportionately increased.
7. MERGER AND CONSOLIDATION. (a) Following the merger of one or more
corporations with and into the Corporation or any consolidation of the
Corporation and one or more corporations in which the Corporation is the
surviving corporation, the exercise of the Option shall apply to the shares of
common stock of the surviving corporation.
(b) Notwithstanding any other provision of this Agreement, the Option shall
terminate on the dissolution or liquidation of the Corporation, or on any
merger or consolidation in which the Corporation is not the surviving
corporation.
8. RIGHTS AS SHAREHOLDER. The Grantee will not be deemed to be the
Grantee of any shares of the Corporation's no par value common stock pursuant
to the exercise of the Option until a stock certificate is delivered to the
Grantee for those shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate
is delivered.
9. BOARD OF DIRECTORS DETERMINATION FINAL. The interpretation of the Plan
and this Agreement, including any inconsistency between the two documents,
shall be reserved to and made by the Board of Directors of the Corporation
provided for in the Plan.
10. GOVERNING LAW. This Agreement is granted and delivered in the State of
Idaho and is intended to be construed and enforced pursuant to the laws
thereof.
IN WITNESS WHEREOF, this Option is executed on behalf of the Corporation and
its duly authorized officers and by the Grantee as of the date specified in
the preamble of this Agreement.
CORPORATION
PCS Edventures!.com, Inc.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, President
GRANTEE
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
