SHARE OPTION AGREEMENT
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access
devices
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THIS
SHARE OPTION AGREEMENT, dated as of July 1, 2005, by and between Access Devices,
Inc., a Nevada corporation (the “Company) and the undersigned optionee (the
“Optionee”).
| 1. |
Grant
of Options.
The Company hereby grants to the Optionee in accordance with the
attached
Notice of Share Option Grant (the “Notice of Grant”) options (the
“Options”) to purchase the total number of common shares, US$.001 par
value per share (the “Common Shares), of the Company set forth in the
Notice of Grant (the “Shares”) at the “Option Price Per Share” set forth
in the Notice of Grant (the “Exercise
Price”).
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| 2. |
Exercise
of Options.
The Options shall be exercisable during their term in accordance
with the
terms and conditions set forth
below:
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| (a) |
Right
to Exercise.
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| i. |
Vesting
Schedule. Subject to Optionee’s continued service as a Director of the
Company and the terms of this Agreement, Options to purchase the
Shares
shall become vested and fully exercisable as to 1/2 such Shares
immediately at the date of this agreement, as to an additional
1/4 on the
first anniversary of the date of this agreement and as to the remaining
1/4 of the Shares on the seecond anniversary of the date of this
agreement.
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| ii. |
The
Options may not be exercised for a fraction of a
Share.
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| iii. |
In
the event of termination of service as a Director of the Company,
the
exercisability of the Options shall be governed by Section 5
hereof.
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| iv. |
In
no event may any Option be exercised after the Term Expiration
Date set
forth in the Notice of Grant.
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| (b) |
Definitions.
As
used in this Agreement, the following terms shall have the meanings
ascribed to them:
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“Committee”
means
the Compensation Committee of the Board of the Company or any other committee
of
the Board that may be designated with the responsibility of administering
the
Equity Incentive Plan (as defined herein).
“Equity
Incentive Plan”
means
the Access Devices Inc. 2005 Equity Incentive Plan, as the same may be amended
from time to time in accordance with its terms.
| (c) |
Treatment
as ISOs. If designated as incentive stock options (“ISOs”), the Options
are intended to qualify as “incentive stock options” as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”). To the
extent any Option issued pursuant to this Agreement does not qualify
as an
ISO under the Code, such Option shall be considered a nonstatutory
stock
option (“NSO”) under the Code. To the extent the aggregate fair market
value (determined as of the time the Options are granted) of Shares
with
respect to which Options are exercised for the first time by Optionee
during any calendar year exceeds the maximum amount permitted by
the Code
for treatment as ISOs, such Options shall be treated as NSOs. This
rule
shall be applied based on the chronological order in which the
Options
were granted. Options that are treated as NSOs shall otherwise
be subject
to all the provisions of this Agreement to the extent
applicable.
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| (d) |
Procedure
for Exercise. The Options shall be exercisable by written notice
which
shall state the election to exercise Options, the method of exercise,
the
number of Shares for which Options are being exercised, and such
representations and agreements with respect to such Shares as may
be
required by the Company. Such written notice shall be signed by
the
Optionee and shall be delivered in person or by certified mail
to the
Chief Financial Officer of the Company c/o Access Devices Digital
Ltd.,
6th
floor, 00 Xxxxxxxx Xxxx, Xxxxxx X0 0XX. The written notice shall
be
accompanied by payment of the Exercise Price. Options shall be
deemed to
be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price.
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No
Shares
will be issued pursuant to the exercise of Options unless such issuance and
such
exercise shall comply with all relevant provisions of law and the requirements
of any stock exchange or automated quotation service upon which the Shares
may
then be listed or quoted.
| 3. |
Method
of Payment.
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| (a) |
Payment
of the Exercise Price for the number of Shares for which Options
are being
exercised shall be made:
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| i. |
in
cash or by certified check; or
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| ii. |
subject
to Section 3(b) hereof by tender to the Company of Common Shares
then
owned by the Optionee having a Fair Market Value (as defined in
the Equity
Incentive Plan), at least equal to the Exercise Price;
or
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| iii. |
by
delivery on a form prescribed by the Committee of an irrevocable
direction
to a securities broker approved by the Committee to sell Common
Shares and
deliver all or a portion of the proceeds to the Company in payment
for the
Shares; or
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| iv. |
by
delivery of a promissory note, which note shall be a full recourse,
interest-bearing obligation containing such terms as the Committee
shall
determine; provided, however, that in such a case Optionee agrees
to
execute such further documents as the Company may deem necessary
or
appropriate in connection with issuing the note, perfecting a security
interest in the Shares purchased with the note, and any related
terms or
conditions that the Company may propose including a security agreement,
an
escrow agreement, or a voting trust agreement;
or
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| v. |
a
combination of the foregoing.
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| (b) |
Notwithstanding
the foregoing, Options may not be exercised by tender to the Company
of
Common Shares to the extent the tender of such shares would constitute
a
violation of the provisions of any law, regulation and/or agreement
restricting the redemption of the Common Shares or, if in the opinion
of
counsel to the Company such tender of stock might impair the ability
of
purchasers of shares from the Company from taking full advantage
of the
provisions of applicable law relating to capital gains treatment
of shares
issued by the Company. Unless otherwise provided by the Committee,
an
Option may not be exercised by tender to the Company of Common
Shares
unless such shares either have been owned by the Optionee for more
than
six (6) months or were not acquired, directly or indirectly, from
the
Company.
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| 4. |
Restrictions
on Exercise.
Options may not be exercised if the issuance of the Shares upon
such
exercise would constitute a violation of any applicable securities
or
other law or regulation. As a condition to the exercise of an Option,
the
Company may require Optionee to make any representation and warranty
to
the Company as may be required by any applicable law or
regulation.
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| 5. |
Termination
of Relationship.
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| (a) |
In
the event of (i) the termination by the Company of the services
of
Optionee as a Director for any reason (whether with or without
cause or
upon death or disability) or (ii) the termination by Optionee of
his or
her service agreement with the Company, Optionee may, to the extent
Options are vested as of the date of termination as provided in
this
Agreement, exercise such Options during the “Termination Period” described
in the Notice of Grant. Any Options which are not deemed to have
vested in
accordance with Section 2(a) hereof shall automatically expire
and be
terminated.
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| (b) |
If
Optionee does not exercise Options within the time specified herein
as to
any Shares, such Options shall terminate as to such
Shares.
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| 6. |
Corporate
Transactions.
If
there should be any change in the Shares subject to this Option,
through
merger, amalgamation, scheme of arrangement, consolidation,
reorganization, recapitalization, reincorporation, stock split,
stock
dividend or other change in the capital structure of the Company,
the
Committee shall make appropriate adjustments in order to preserve,
but not
to increase, the benefits to Optionee, including adjustments in
the number
of Shares, kind of shares and price per Share. Any adjustment made
pursuant to this Section 6 as a consequence of a change in the
capital
structure of the Company shall not entitle Optionee to acquire
a number of
Common Shares or shares of stock of any successor company greater
than the
number of shares Optionee would receive if, before such change,
Optionee
had actually held a number of Common Shares equal to the number
of shares
subject to this option.
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| 7. |
Non—Transferability
of Options.
Options may not be transferred in any manner other than by will
or by the
laws of descent or distribution and may be exercised during the
lifetime
of Optionee only by the Optionee. The terms of this Agreement shall
be
binding upon the executors, administrators, heirs, successors and
assigns
of the Optionee.
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| 8. |
Term
of Options.
The Options may be exercised only on or prior to the “Term Expiration
Date” set forth in the attached Notice of Grant, and may be exercised
during such term only in accordance with the terms and conditions
of this
Agreement.
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| 9. |
Tax
Consequences. OPTIONEE
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES TO OPTIONEE OF RECEIVING OPTIONS, EXERCISING OPTIONS
AND
DISPOSING OF SHARES BEFORE ACCEPTING THIS GRANT, EXERCISING THE
OPTIONS OR
DISPOSING OF THE SHARES.
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| 10. |
Receipt
of Equity Incentive Plan.
Optionee acknowledges that Optionee has received, read and understood
the
provisions of the Equity Incentive Plan pursuant to which this
Agreement
was issued, and agrees to be bound by its terms and
conditions.
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| 11. |
Interpretation.
Any dispute regarding the interpretation of this Agreement shall
be
submitted by Optionee or by the Company forthwith to the Committee
(or if
no Committee is then in existence, to the Board of the Company),
which
shall review such dispute at its next regular meeting. The resolution
of
such a dispute by the Committee (or the Board) shall be final and
binding
on the Company and on Optionee.
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| 12. |
Notices.
Any notice required or permitted hereunder shall be given in writing
and
shall be deemed effectively given upon personal delivery or upon
deposit
in the mail by certified/registered mail, with postage and fees
prepaid,
addressed to the other party at its address as shown in the attached
Notice of Grant, or to such other address as such party may designate
in
writing from time to time to the other
party.
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| 13. |
Further
Instruments.
The parties agree to execute such further instruments and to take
such
further actions as may be reasonably necessary to carry out the
purposes
and intent of this Agreement.
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| 14. |
Entire
Agreement: Severability.
The Equity Incentive Plan and Notice of Grant are incorporated
herein by
reference. This Agreement, the Equity Incentive Plan and the Notice
of
Grant constitute the entire agreement of the parties and supersede
in
their entirety all prior undertakings and agreements of the Company
and
Optionee with respect to the subject matter hereof. Should any
provision
of this Agreement be determined by a court of law to be illegal
or
unenforceable, the other provisions shall nevertheless remain effective
and shall remain enforceable.
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| 15. |
Governing
Law.
The validity, construction and effect of this Agreement and the
Equity
Incentive Plan and any rules and regulations relating to the Plan
shall be
determined in accordance with the laws of the United States of
America.
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IN
WITNESS WHEREOF,
the
parties have caused this Agreement to be executed and delivered as of the
date
first above written.
| OPTIONEE: | ACCESS DEVICES, INC. |
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By: | ||
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Signature
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| Name: | |||
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| Print Name: |
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Title: | |
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