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EXHIBIT 10.8
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into as of the 31st day of January, 2000, by and between MigraTEC, Inc.,
a Florida corporation (herein called the "Corporation"), and ______________
(herein called the "Optionee").
WITNESSETH:
WHEREAS, the Corporation deems it advisable to issue to the Optionee
options to purchase shares of the Corporation's common stock (the "Common
Stock");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
parties hereto agree as follows:
1. The Corporation hereby acknowledges that the Optionee has the right
and option pursuant to this Agreement to purchase from the Corporation, on the
terms and conditions hereinafter set forth, _____________ shares of the
presently authorized Common Stock of the Corporation at a per share purchase
price equal to $.20.
2. This option shall continue until January 31, 2010, except and to the
extent that such term may be reduced as provided herein.
3. The option granted hereby shall be exercised by delivering to the
Secretary of the Corporation from time to time a written notice specifying the
number of shares the Optionee then desires to purchase, together with (i)
payment of the purchase price for such shares in the manner set forth below and
(ii) such other instruments or agreements duly signed by the Optionee as in the
opinion of counsel for the Corporation may be necessary or advisable in order
that the issuance of such number of shares shall comply with applicable rules
and regulations under the Securities Act of 1933, as amended (the "Act"), any
appropriate state securities laws or any requirement of the
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National Association of Securities Dealers, Inc. or any national securities
exchange on which such stock may be traded. Payment of the purchase price for
the shares being purchased hereunder shall be made by delivery from the Optionee
to the Corporation of a cashier's check payable in United States currency
(unless a personal check shall be acceptable to the Corporation) to the order of
the Corporation and/or, to the extent permitted by applicable law,
certificate(s) representing shares of Common Stock of the Corporation, such
shares so delivered valued on the date of exercise of the option at the
aggregate Fair Market Value (as herein defined) of such shares. To the extent
such aggregate Fair Market Value of such shares of Common Stock exceeds the
applicable portion of the purchase price not covered by check, the Corporation
shall issue a new certificate representing the number of shares of Common Stock
equivalent to such excess. Shares of Common Stock delivered in payment of the
portion of the purchase price not covered by check shall be deemed treasury
stock of the Corporation.
With the consent of the Board of Directors, the option granted hereby
may be exercised by means of a Cashless Exercise. For purposes of this
Agreement, a "Cashless Exercise" means the assignment in a form acceptable to
the Corporation of the proceeds of a sale or loan with respect to some or all of
the shares acquired upon the exercise of this option pursuant to a program or
procedure approved by the Corporation (including, without limitation, through an
exercise complying with the provisions of Regulation T as promulgated from time
to time by the Board of Governors of the Federal Reserve System). The
Corporation reserves the right, in its absolute and sole discretion, to decline
to approve or to terminate any such program or procedure. Generally, and without
limiting the Corporation's absolute discretion, a Cashless Exercise will be
permitted only at such times as the underlying shares are publicly traded.
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As soon as practicable after exercise of this option in whole or in
part by the Optionee, the Corporation will deliver to the Optionee a certificate
for the number of shares with respect to which the option shall have been so
exercised, issued in the Optionee's name. Such stock certificate shall carry
such appropriate legend, and such written instructions shall be given to the
Corporation's transfer agent, as may be deemed necessary or advisable by counsel
to the Corporation to satisfy the requirements of the Act or any state
securities laws. For purposes of this Agreement, "Fair Market Value" shall mean
(i) if the Common Stock is listed or admitted to trade on a national securities
exchange, the closing price of a share of the Common Stock on the Composite
Tape, as published in the Wall Street Journal, of the principal national
securities exchange on which the Common Stock is so listed or admitted to trade,
on such date or, if there is no trading of the Common Stock on such date, then
the closing price of the Common Stock as quoted on such Composite Tape on the
next preceding date on which there was trading in such shares; (ii) if the
Common Stock is not listed or admitted to trade on a national securities
exchange, (a) the closing price of a share of the Common Stock as quoted on The
Nasdaq Stock Market (the "Nasdaq"), if the stock is quoted thereon, on such date
or, if there is no trading of the Common Stock on such date, then the closing
price of a share of the Common Stock as quoted on the Nasdaq on the next
preceding date on which there was trading in such shares or (b) if the Common
Stock is not quoted on the Nasdaq, the mean between the bid and asked price for
a share of the Common Stock on such date, as furnished by the National
Association of Securities Dealers, Inc. through Nasdaq or a similar organization
if the Nasdaq is no longer reporting such information; or (iii) if the Common
Stock is not listed or admitted to trade on a national securities exchange and
if closing and bid and asked prices for a share of the Common Stock are not so
quoted on the Nasdaq or furnished through the Nasdaq or a similar organization,
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as applicable, the value established by the Board of Directors. In addition to
the above rules, Fair Market Value shall be determined without regard to any
restriction other than a restriction which, by its terms, will never lapse.
4. Shares to be issued on the exercise of this option may, at the
election of the Corporation, be either authorized and unissued shares, or shares
previously issued and reacquired by the Corporation.
5. The Corporation shall not be required to issue or deliver any
certificates for shares purchased upon the exercise of this option prior to: (i)
the obtaining of any approval from any governmental agency which the Corporation
shall, in its sole discretion, determine to be necessary or advisable and (ii)
the determination by the Board of Directors (or a committee thereof) that the
Optionee has tendered to the Corporation any federal, state or local tax owed by
the Optionee as a result of exercising this option when the Corporation has a
legal liability to satisfy such tax. In addition, if shares reserved for
issuance upon the exercise of this option shall not then be registered under the
Act, the Corporation may, upon the Optionee's exercise of this option, require
the Optionee or his permitted transferee to represent in writing that the shares
being acquired are for investment and not with a view to distribution, and may
xxxx the certificate for the shares with a legend restricting transfer and may
issue stop transfer orders relating to such certificate to the Corporation's
transfer agent.
6. Neither the Optionee nor his legal representative shall be or have
any of the rights or privileges of a stockholder of the Corporation in respect
to any of the shares issuable upon the exercise of this option unless and until
certificates representing such shares shall have been issued and delivered to
the Optionee.
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7. Any notice relating to this Agreement shall be in writing and
delivered in person or by registered mail to the Corporation at the
Corporation's main office, 00000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, or
to such other address as may be hereafter specified by the Corporation, to the
attention of its Secretary. All notices to the Optionee or other person or
persons then entitled to exercise the option shall be delivered to the Optionee
or such other person or persons at the Optionee's address specified below.
8. In the event that, prior to the delivery of all of the shares in
respect to which this option is granted, there shall be a merger or
consolidation of the Corporation in which the Corporation is the surviving
corporation and, if as a result thereof, outstanding shares of Common Stock are
changed, converted or exchanged, then there shall be substituted for each share
of stock subject to the option granted hereby the number, kind or amount of
shares of stock or other securities or cash, property, rights or obligations
into which the outstanding shares of Common Stock shall be so changed, converted
or exchanged as a result of such merger or consolidation. In the case of any
such substitution or adjustment as provided in this paragraph, the purchase
price referred to in this Agreement for the shares covered hereby shall be the
purchase price for the shares or other securities or cash, property, rights or
obligations which shall have been substituted for the shares covered hereby or
to which such shares shall have been adjusted. Any adjustment or substitutions
pursuant to this paragraph shall be made by the Board of Directors (or a
committee thereof) of the Corporation, whose determination in the matter shall
be conclusive and binding on the Corporation, the Optionee and his legal
representatives.
9. Any payment or any issuance or transfer of shares of the Common
Stock to the Optionee or his legal representative, heir, legatee or distributee,
in accordance with the provisions
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hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such persons hereunder. The Board of Directors of the Corporation may require
the Optionee, legal representative, heir, legatee or distributee, as a condition
precedent to such payment, to execute a release and receipt therefor in such
form as it shall determine.
10. This option is not intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
11. This Agreement may be amended at any time by the Corporation and
the Optionee by the execution of a document thereto in writing.
12. The option issued hereunder shall be governed by, and construed and
enforced in accordance with, laws of the State of Texas applicable to contracts
made and performed within that state.
13. All expenses incident to the administration, termination or
protection of this Agreement, including, but not limited to, legal and
accounting fees, shall be paid by the Corporation.
14. In the event any provision of this Agreement shall be held to be
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but shall be fully severable and the Agreement
shall be construed and enforced as if the illegal or invalid provision had never
been included herein.
15. This Agreement shall be binding upon the Optionee, his heirs,
legatees and legal representatives, upon the Corporation, its successors and
assigns and upon the Board of Directors and its successors.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its Chief Executive Officer and on the date and year
first above written, and the Optionee has hereunto set his hand on the day and
year specified above.
MIGRATEC, INC.
By:
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Xxxxxx Xxxxxxxxxx
Chief Executive Officer
OPTIONEE:
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Printed Name:
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Address:
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