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EXHIBIT 6.35
STOCK OPTION GRANT AGREEMENT, DATED APRIL 15, 1997,
BY AND BETWEEN THE COMPANY AND XXXXXX XXXXX
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SEQUESTER HOLDINGS, INCORPORATED
1997 STOCK PLAN
STOCK OPTION GRANT AGREEMENT
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND
SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR
SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Optionee: Xxxxxx X. Xxxxx
Number of Option Shares: 250,000
Exercise Price Per Share: $0.34
Date of Grant: April 15, 1997
Expiration Date: April 15, 2007
Type of Stock Option (check one):
Incentive X Non-Qualified
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1. Grant of Option. Sequester Holdings, Incorporated, a Nevada
corporation (the "Company"), hereby grants to the optionee named above
("Optionee") an option ("Option") to purchase the total number of shares of
Common Stock of the Company set forth above (the "Shares") at the exercise price
per share set forth above (the "Exercise Price"), subject to all of the terms
and conditions of this Stock Option Grant Agreement ("Agreement") and the
Company's 1997 Stock Plan as it may be amended from time to time (the "Plan").
The Plan is incorporated herein by this reference. Terms defined in the Plan
have the same meaning in this Agreement. If designated as an Incentive Stock
Option above, this Option is intended to qualify as an "incentive stock option"
("ISO") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Exercise Period of Option. Subject to the terms and conditions
of the Plan and this grant, this Option shall become 100% exercisable as of the
date of this grant.
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3. Method of Exercise. The Option shall be exercised by the
Optionee (a) by giving written notice to the Secretary of the Company stating
the number of shares of Common Stock with respect to which the Option is being
exercised and (b) tendering payment of the option price for each share of Common
Stock to be purchased. The exercise price of any shares of Common Stock
exercised under this Option must be paid in full upon such exercise. Payment
shall be made in cash, previously owned shares of Common Stock (which have been
held at least six months by the Optionee), by promissory note or such other form
of consideration as the Committee may permit. If payment is made by promissory
note, such note shall be secured by the shares purchased, have a term of five
years, bear interest at an annual rate equal to the then applicable Federal
Reserve Rate, compounded annually, and all principal and interest shall be paid
in full at maturity or upon sale of any shares securing such note, whichever is
earlier. The Optionee's exercise notice provided for in this Section above shall
be accompanied by (i) this Agreement (for appropriate endorsement by the Company
to reflect such exercise), (ii) an investment letter pursuant to Sections 9-11
below, if then required by the Committee, and (iii) such other agreements and
documents as may be reasonably requested by the Company.
4. Termination. In the event that the Optionee shall cease to be
engaged by the Company or an Affiliate due to any reason, any Options which have
not been exercised shall remain exercisable for 30 days after the Termination
Date or until the Expiration Date (as set forth above), whichever is earlier.
5. Non-Transferability of Option. This Option may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated otherwise
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code.
6. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to shares of the Company's Common Stock covered by this
Option until the date of the issuance of a stock certificate or stock
certificates.
7. Modification, Termination and Adjustment. The rights of the
Optionee are subject to modification, termination and adjustment in certain
events as provided in the Plan.
8. Investment Covenant - Underlying Shares. The Optionee represents
and agrees that as a condition to exercise of this Option, the shares of Common
Stock of the Company that the Optionee acquires under this Option will be
acquired by the Optionee for investment and not with a view to distribution or
resale, unless counsel for the Company is
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then of the opinion that such a representation is not required under the
Securities Act of 1933, as amended (the "Securities Act") or any other
applicable law, regulation or rule of any governmental agency. The Company may
place restrictive legends on any certificates evidencing shares issued upon
exercise of any options hereunder if deemed necessary by the Company to comply
with applicable securities laws.
9. Investment Covenant - Options. The Optionee represents and
warrants that Optionee is acquiring the Options for investment for his own
account, not as a nominee or agent, and not with the view to, or for resale in
connection with, any distribution thereof. The Optionee further understands that
the issuance and sale of the Options to be acquired by him hereunder have not
been the subject of a registration statement filed under the Securities Act, or
qualified under applicable state securities laws by reason of a specific
exemption from the registration provisions of the Securities Act and the
qualification provisions of such laws. Optionee understands that the Options may
not be resold by Optionee unless such sale is registered under the Securities
Act and qualified under applicable state laws or an exemption from such
registration or qualification is available.
10. Accredited Investor. The Optionee represents and warrants that
Optionee is an accredited investor within the meaning of Rule 501(a) of
Regulation D promulgated under the Securities Act and has substantial experience
in evaluating and investing in securities and has made or contemplated
investments of securities other than those of the Company. Optionee further
acknowledges that by reason of his business or financial experience, Optionee
has the ability to bear the economic risk of his investment in the Options and
understands that the Options represent a speculative investment and that there
is substantial risk of complete loss of such investment.
11. Form S-8 Registration. The Company agrees to use its best
efforts to register this Option under a Form S-8 registration statement, to the
extent that such Form is available to the Company and Optionee is eligible
thereunder.
12. Authority. Optionee represents and warrants to the Company that
Optionee has the legal right, authority and capacity to enter into this
Agreement and to render the services described herein, and that the delivery and
execution of the Agreement will not violate the terms of any other agreement to
which Optionee is a party.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
SEQUESTER HOLDINGS, INCORPORATED
By ___________________________________
Its ______________________________
ACCEPTANCE BY OPTIONEE:
The Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that the Optionee is familiar with the
terms and provisions thereof. The Optionee hereby accepts this Option subject to
all the terms and provisions of the Plan and this Stock Option Grant Agreement.
The Optionee hereby agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Board and where applicable, the Committee,
upon any questions arising under the Plan and this Stock Option Grant Agreement.
OPTIONEE:
By ___________________________________
Xxxxxx X. Xxxxx
Optionee Address:
______________________________________
______________________________________
______________________________________
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