STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement"), dated as of August 22, 2000,
is made by and between Constellation 3D, Inc., a Florida corporation (the
"Company") and Xxxxxxxx Xxxxxxxx, Chief Technology Officer of the Company (the
"Optionee").
WHEREAS, the Company's Board of Directors has determined that it would
be in the best interests of Company to grant the option provided for hereby to
Optionee, in consideration for his past, present and future services as an
employee of the Company.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, and intending to be legally bound, the parties
hereto agree as follows:
1. Grant of Option. Optionee is hereby granted an option (the "Option") to
purchase One Hundred and Fifty Thousand (150,000) shares of Stock at any time or
from time to time, as a whole or in part, from the date of the execution of this
Agreement, and Two Hundred and Fifty Thousand (250,000) shares of Stock
(collectively, "Option Shares") at any time or from time to time, as a whole or
in part, after one year from the date of execution of this Agreement, on the
terms and conditions set forth in this Agreement.
2. Termination of Option. The Option shall terminate on August 22, 2004.
3. Purchase Price. The purchase price of the Option Shares shall be $11.25
per share ("Purchase Price").
4. Method of Exercise. Notice of exercise shall be deemed given when
delivered to the Secretary or Treasurer of the Company (the "Exercise Date").
Optionee may exercise the Option only by written notice to the Company stating
(i) that the Option is being exercised, and (ii) the number of Option Shares
desired to be purchased, accompanied or followed by cash, wire transfer, check,
or money order in an amount equal to the aggregate Purchase Price of the Option
shares being purchased (i.e., the number of Option Shares exercised multiplied
by the Purchase Price).
5. Transferability of Option. Subject to compliance with applicable
federal and state securities laws, this Stock Option Agreement may be
transferred by the Optionee with respect to any or all of the Option Shares
purchasable hereunder. Upon surrender of this Stock Option Agreement to the
Company, together with the assignment hereof, properly endorsed, for transfer of
this Stock Option Agreement as an entirety by the Optionee, the Company shall
issue a new Stock Option Agreement of the same denomination to the assignee.
Upon surrender of this Stock Option Agreement to the Company, together with the
assignment hereof properly endorsed, by the Optionee for transfer with respect
to a portion of the Option Shares purchasable hereunder, the Company shall issue
a new Stock Option Agreement to the assignee, in such denomination as shall be
requested by the Optionee hereof, and shall issue in such denomination as shall
be requested by the Optionee hereof, and shall issue to such Optionee a new
Stock Option Agreement covering the number of Option Shares in respect of which
this Stock Option Agreement shall not have been transferred.
6. Change in Number of Shares of Stock. If and to the extent that the
number of issued shares of Stock shall be increased or reduced by change in par
value, split-up, reclassification, reorganization, merger, distribution of a
dividend payable in stock, or the like, the number of shares of Stock subject to
this Option Agreement and the Purchase Price may be proportionately adjusted in
good faith by the Company's Board of Directors.
7. Rights Prior to Exercise of Option. Optionee shall have no rights as a
stockholder with respect to the Option Shares until payment of the Purchase
Price and delivery to him of such Stock as herein provided.
8. Agreement Binding. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective next of kin, legatees,
administrators, executors, legal representatives, successors, and assigns
(including remote, as well as immediate, successors to and assignees of said
parties).
9. Severability. In case one or more provisions of this Agreement shall be
found to be invalid, illegal, or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be in any way affected or impaired thereby.
10. Entire Agreement. This Agreement contains the entire understanding and
agreement between the parties hereto, relating to the subject matter hereof, and
cannot be amended, modified or supplemented in any respect, except by subsequent
written agreement entered into by all of the parties hereto.
11. Governing Law. This Agreement shall be construed under and governed by
the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date set forth above.
CONSTELLATION 3D, INC.
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx
President
