FORM OF OPTION AGREEMENT
ADZONE RESEARCH, Inc.
Date: ______________
Dear ___________________:
The Board of Directors of ADZONE RESEARCH Inc.( the "Corporation") is pleased to
award you an Option pursuant to the provisions of the (the "Plan"). This letter
will describe the Option granted to you. Attached to this letter is a copy of
the Plan. The terms of the Plan also set forth provisions governing the Option
granted to you. Therefore, in addition to reading this letter you should also
read the Plan. Your signature on this letter is an acknowledgment to us that you
have read and understand the Plan and that you agree to abide by its terms. All
terms not defined in this letter shall have the same meaning as in the Plan.
1. TYPE OF OPTION. You are granted Non Qualified Stock Options.
2. RIGHTS AND PRIVILEGES.
(a) Subject to the conditions hereinafter set forth, we grant you the right
to purchase ______________ shares of Common Stock at $___________ per share.
3. TIME OF EXERCISE. The Option may be exercised at any time and from time to
time beginning when the right to purchase the shares of Common Stock accrues and
ending when they terminate as provided in Section 5 of this letter.
4. METHOD OF EXERCISE. The Options shall be exercised by written notice to the
Chairman of the Board of Directors at the Corporation's principal place of
business. The notice shall set forth the number of shares of Common Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Common Stock or that number of already owned shares of Common Stock
equal in value to the total Exercise Price of the Option. We shall make delivery
of the shares of Common Stock subject to the conditions described in Section 13
of the Plan.
5. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) _______ months from the date of grant; or
(b) On the date your employment terminates with the Corporation and any of its
subsidiaries included in the Plan for any reason, other than by reason of death
or permanent disability. As used herein, "permanent disability" means your
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months.
6. (i) the failure of an Option to vest when due to vest pursuant to its terms
for any reason whatsoever shall cause the unvested Option to expire and be of no
further force or effect;
(ii) unless terminated earlier pursuant to Sections 9(i) or 11 of the Stock
Option Plan , the term of any Option granted under the Plan shall be specified
in the Stock Option Agreement but shall be no greater than five years from the
date of grant;
(iii) no Option or interest therein may be pledged, hypothecated, encum-
bered or otherwise made subject to execution, attachment or similar process, and
no Option or interest therein shall be assignable or transferable by the holder
otherwise than by will or by the laws of descent and distribution or to a
beneficiary upon the death of a Participant, and an Option shall be exercisable
during the lifetime of the holder only by him or by his guardian or legal
representative, except that an Option may be transferred to one or more
transferees during the lifetime of the Participant, and may be exercised by such
transferee in accordance with the terms of such Option, but only if and to the
extent such transfers are permitted by the Board pursuant to the express terms
of the Stock Option Agreement (subject to any terms and conditions which the
Board may impose thereon). A transferee or other person claiming any rights
under the Plan from or through any Participant shall be subject to all terms and
conditions of the Plan and any Stock Option Agreement applicable to such
Participant, except as otherwise determined by the Board, and to any additional
terms and conditions deemed necessary or appropriate by the Board.
7. MEANS OF PAYMENT. Any Stock Option Agreement may, in the sole and absolute
discretion of the Board, permit payment by any other form of legal consideration
consistent with applicable law and any rules and regulations relating thereto.
8. EXERCISE. The holder of an Option may exercise the same by filing with the
Corporate Secretary of the Company a written election, in such form as the Board
may determine, specifying the number of Shares with respect to which such Option
is being exercised, and accompanied by payment in full of the exercise price for
such Shares. Notwithstanding the foregoing, the Board may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent the Participant from
exercising the Option with respect to the full number of Shares as to which the
Option is then exercisable.
9. WITHHOLDING TAXES. Prior to issuance of the Shares upon exercise of an
Option, the Participant shall pay or take adequate provision for the payment of
any federal, state, local or foreign withholding obligations of the Company or
any Subsidiary or Affiliate of the Company, if applicable. In the event a
Participant shall fail to make adequate provision for the payment of such
obligations, the Company shall have the right to withhold an amount of Shares
otherwise deliverable to the Participant sufficient to pay such withholding
obligations or, in the discretion of the Board, to refuse to honor the exercise.
10. TERMINATION OF OPTIONS. Options granted under the Plan shall be subject to
the following events of termination, unless otherwise provided in the Stock
Option Agreement: (i) in the event a Participant who is a Director (but not an
Officer or Employee) is removed from the Board or the board of directors of a
Subsidiary or an Affiliate, as the case may be, for cause (as contemplated by
the charter, by-laws or other organizational or governing documents), all
unexercised Options held by such Participant on the date of such removal
(whether or not vested) shall expire immediately;(ii) In the event the
employment of a Participant who is an Officer or Employee is terminated for
Cause, or in the event the services of a Participant who is a eligible
consultant are terminated for Cause, all unexercised Options held by such
Participant on the date of such termination (whether or not vested) shall expire
immediately; and(iii) in the event a Participant is no longer a Director,
Officer, Employee, consultant or independent contractor, other than for the
reasons set forth in Sections 9(i)(i) or 9(i)(ii), all Options which remain
unvested on the date the Participant ceases to be a Director, Officer or
Employee, as the case may be, shall expire immediately, and all Options which
have vested prior to such date shall expire twelve months thereafter unless by
their terms they expire sooner.
11. SECURITIES LAWS. The Corporation has no obligations to ever register the
Option or the shares of Common Stock underlying the Option.
12. BINDING EFFECT. The rights and obligations described in this letter shall
inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
13. DATE OF GRANT. The Option shall be treated as having been granted to you on
the date of this letter even though you may sign it at a later date.
Very truly yours,
By: __________________________________ Title: ____________________________
AGREED AND ACCEPTED:________________________ Date: __________________
