NONQUALIFIED STOCK OPTION AGREEMENT
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THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made and entered
into in duplicate this 28th day of January, 2003, by and among Micron Enviro
Systems, Inc., a Nevada corporation ("Corporation"), and Xxxxxxx X. Xxxxxx
("Grantee"), in his capacity as director of the Corporation, with respect to the
following facts:
Pursuant and subject to the Micron Enviro Systems, Inc. 2002 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, as compensation. The parties agree as
follows:
1. GRANT OF OPTION. For value received, the Corporation hereby grants to
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the Grantee the right and option to purchase, on the terms and subject to the
conditions specified in this Agreement, FIVE HUNDRED THOUSAND (500,000) shares
of the Corporation's $.001 par value common stock. The purchase price shall be
$0.04 per share.
2. TIME AND MANNER OF EXERCISE. From and after January 28, 2003, and
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during and until June 26, 2007, the Grantee shall have the right to purchase
from the Corporation 500,000 shares of the Corporation's $.001 par value common
stock ("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
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his or her lifetime. The Grantee will not transfer or assign the Option, except
by Will or the laws of intestate succession.
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4. EXPIRATION. The Option shall terminate and expire at 4:00 pm Pacific
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Time on June 26, 2007, or as specified in Article XI of the Plan, whichever is
earlier.
5. REPRESENTATIONS OF CORPORATION. During such time as the Option remains
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outstanding and unexpired, the Corporation will reserve for issuance, upon the
exercise of the Option, the number of shares of the Corporation's $.001 par
value common stock that are subject to the Option.
6. CAPITAL ADJUSTMENTS. (a) The existence of the Option shall not affect
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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 $.001 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 $.001 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 therefore 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
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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.
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(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
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Grantee of any shares of the Corporation's $.001 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
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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
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Nevada and is intended to be construed and enforced pursuant to the laws
thereof.
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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
Micron Enviro Systems, Inc.,
a Nevada corporation
By: /s/ Xxxxxxx XxXxxxxxx
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Its: Xxxxxxx XxXxxxxxx, President
By: /s/ Xxxxx Xxxxxxx
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Its: Xxxxx Xxxxxxx, Secretary
GRANTEE
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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