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EXHIBIT 10.9
COMMON STOCK PURCHASE OPTION 0001
and amendment to Employment Agreement
June 20, 2000
THIS AGREEMENT ENTERED INTO this 20th day of June, 2000, by and between
North American DataCom, Inc. ("NADA"), a Delaware corporation, and Xxxxx X.
Xxxx, ("Employee") an adult, resident citizen of Lauderdale County, Alabama, and
employee of NADA. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
Grant of Option. NADA hereby grants to Employee an option to purchase,
upon the terms and conditions set forth herein, Two Hundred and Fifty Thousand
(250,000) shares of the common stock of NADA for the sum of $3.00 per share, as
said shares are available under the provisions of the non-public offering
exemption as provided in the U.S. Securities Act of 1933 (and Regulation D or
applicable Regulation as mutually agreed).
Adjustment of Option Shares. If the outstanding common shares of NADA
are changed into or exchanged for a different number or kind of shares or other
securities of another corporation, whether through reorganization,
recapitalization, shares split up, combination of sales, merger or
consolidation, there shall be substituted for each common share of NADA then
subject to this option the number and kinds of shares of other securities which
each such outstanding common share is so changed or for each such share as
exchanged. Thereafter, the words "common shares of NADA" shall mean such
substituted shares or other securities and the option price of $.087 for each
common share of NADA as specified in paragraph 1 shall apply to and be the
option price for all the shares or other securities substituted for each such
common share of NADA.
Time of Payment for Shares. The option price of the shares to be
purchased pursuant to each exercise of the option shall be paid in full in cash
or certified funds at the time of such exercise of the option.
Time for Exercise of Option. The rights represented by this Option are
exercisable by Employee in the following increments:
From 1/1/01 to 12/31/01 100,000 Shares
From 1/1/02 to 12/31/02 100,000 Shares
From 1/1/03 to 12/31/03 50,000 Shares
In no event shall Employee be permitted to exercise this Option after
December 31, 2003. Exercise of said options are subject to and conditioned upon
Employee's continued status as an employee in good standing of NADA or its
affiliates. The terms of this agreement shall inure to the benefits to the
employee's successors in interest.
Method of Exercising Option. At least five (5) days prior to the date
upon which any portion of the option is to be exercised, Employee shall deliver
to NADA an Option Subscription in the form annexed hereto, duly executed. Upon
receipt by NADA of a properly executed Option Subscription, together with the
payment as directed herein, NADA will cause to have issued the appropriate
number of common shares.
Payment and Delivery of Shares. Employee shall, at the date and time
specified in such Option Subscription, deliver a bank, cashier's or treasurer's
check or checks in the amount of the option price for the shares in respect to
which the option is being exercised. Such delivery shall be made to NADA at such
place as is designated by Employee in the Option Subscription and all checks
shall be drawn
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to the order of NADA. Within ten (10) business days of such payments, NADA shall
delivery to Employee, duly endorsed in proper form for transfer, certificates
representing the common shares of NADA in respect of which the option is being
exercised.
Notices. All notices and other communications provided hereunder shall
be in writing and shall be deemed to have been duly given if delivered or mailed
first class, postage pre-paid:
(a) If to NADA at: Xxx-Xxxxx Xxxxxxxx Xxxx
Xxxxxxxx 0000
000 Xxxxxx Xxxx 000
Xxxx, Xxxxxxxxxxx 00000
(b) If to Employee at:
Miscellaneous. This Agreement shall be effective as the date hereof,
and unless sooner terminated, shall remain in effect until December 31, 2003. No
modification or amendment to this Agreement shall be effective unless in writing
and signed by the parties. This Agreement shall be construed in accordance with
the laws of the State of Delaware.
Amendment and Restatement of Option Agreement; Amendment to Employment
Agreement. The options under this Agreement are issued pursuant to Section 6(c)
of that Employment Agreement dated April 1, 2000 between NADA and Employee, and
the exercise price referenced in Section 6(c) of the said Employment Agreement
is hereby amended and modified to be $3.00 per share. This Agreement amends,
restates and replaces the Common Stock Purchase Option No. 0001 dated as of June
20, 2000 between Employer and Employee regarding the subject matter hereof.
IN WITNESS WHEREOF the parties have caused this Agreement to execute as
of the day and year first above written.
NADA: EMPLOYEE:
By:
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Xxxxx X. Xxxx
Title:
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OPTION SUBSCRIPTION
To: Treasurer
North American DataCom, Inc.
000 XX 000
Xxxx, XX 00000
The undersigned, the holder of the attached Option No. 0001, hereby
elects to exercise the conversion rights represented by said Option, and to
purchase thereunder, _________ shares of common stock of North American DataCom,
Inc., and hereunder submits a true and complete copy of Option No. ______, and
requests that the certificates for such shares be issued in the name of and be
delivered to the undersigned, whose address is _______________________, and
whose social security number or tax identification number is
________________________.
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Option Holder
Sworn to before me this
Day of ,
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Notary Public
