EXHIBIT 10.20
MedStrong International Corporation
STOCK OPTION AGREEMENT DATE:
November 16, 2004
Optionee: Xxxxxxx Xxxxx Xxxx
Option to Purchase Aggregate Number of Shares: 250,000
Price Per Share: $.05
Date of Grant: November 16, 2004
1. MedStrong International Corporation (the "Company"), deeming it in
its best interest that you continue to provide services to the Company, and as
an incentive for you to do so and to give you an increasing interest in the
Company as stockholder, hereby gives and grants you the right and option to
purchase up to the aggregate number of shares set forth above of the Company's
common stock, par value $.001 per share (the "Common Stock"), at the price per
share also set forth above (the "Options"). The per share purchase price is not
less than the fair market value per share of Common Stock on the date the grant
of the Options was approved by the Board of Directors (the "Date of Grant").
2. The Options are exercisable immediately. The Options shall expire on
the date ten (10) years after they become exercisable, the date which has been
specified by the Board of Directors, and shall not be exercisable after their
expiration date.
3. The Options are exercisable only by you and are not transferable by
you, other than by will or by the laws of descent and distribution. In the event
of your death, the Options may be exercised by the estate, personal
representative or beneficiary who has acquired the right to exercise the Options
by bequest or inheritance or by the reason of your death, and then only if, and
to the extent that, you were entitled to exercise the Options at the date of
your death, up to the maximum exercise period of one (1) year.
4. The Options (or any part of installment thereof) must be exercised
by giving written notice to the Company's Chief Executive Officer at its
principal office address, or to such transfer agent as the Company's Chief
Executive Officer shall designate. The notice, the form of which is attached
hereto as Exhibit A, must specify the date of the notice, the number of shares
as to which the Options are being exercised and the expected date of such
purchase (which, unless the Company otherwise consents, shall be at least five
(5) days and not more than fifteen (15) days after the date you mail the
notice). The notice must be accompanied by the tender of payment of the purchase
price for the number of shares specified in the notice. Payment must be made (a)
in cash, or (b) by certified check, or (c) with previously acquired Common Stock
of the Company having a fair market value equal to the purchase price of the
shares being purchased, or (d) any combination thereof, or (e) any other method
approved by the Board of Directors in its discretion. If the Board of Directors
exercise its discretion to permit payment by means other than the methods set
forth in clauses (a), (b), (c) or (d), such discretion must be exercised in
writing prior to the time you exercise the Options.
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5. Upon payment of the purchase price of the shares specified in the
notice, the Company shall deliver to you certificates for the shares purchased.
The holder of the Options shall not have the rights of a shareholder with
respect to the shares covered by the Options until the date of the stock
certificates issued to the holder for such shares.
6. You may be required to make an appropriate representation at the
time of any exercise of the Options that it is your intention to acquire the
shares being purchased for investment and not for resale or distribution. In
addition, you may be required to agree in writing not to sell any shares
acquired pursuant to the Options or any other shares of the Company that you may
now or hereafter acquire except either (a) in compliance with the Securities Act
of 1933, as amended, provided that the Company shall be under no obligation to
register either the Plan or any securities obtained pursuant to your exercise of
your rights, hereunder, with the Securities and Exchange Commission, or (b) with
prior written approval of the Company. An appropriate legend restricting the
sale of the shares may be placed upon the certificates representing the shares
and any resale must be in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
7. This agreement shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company, and, to the extent herein
provided, shall be binding upon and inure to the benefit of your legal
representatives.
8. The Option is not, and should not be deemed to be, an employment
agreement between you and the Company, and nothing contained herein shall be
deemed to confer upon you any right to remain in the employ of the Company or
any subsidiary thereof, or in any way to limit the right of the Company or any
such subsidiary to terminate your employment.
9. If the foregoing is in accordance with your understanding and
approved by you, please so confirm by signing and returning the duplicate of
this letter enclosed for that purpose.
Very truly yours,
MEDSTRONG INTERNATIONAL CORPORATION
/s/ Xxxxxxx Xxxx
Date: November 16, 2004 By: ________________________________
I hereby confirm that the foregoing is in accordance with my understanding
and is hereby agreed and accepted in its entirety as of the date of the
above letter.
/s/ Xxxxxxx Xxxx
By: ______________________________________
NAME
November 16, 2004
Date: _______________________________
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Exhibit A
Form of Exercise Notice
MedStrong International Corporation Date: _______________________
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
The undersigned hereby: (1) irrevocably subscribes for and offers to purchase
__________________ of common stock of MedStrong International Corporation
pursuant to, and in exercise of, the options granted to the undersigned on
_________________; and (2) encloses payment of _______________________
($_________) for these shares at a purchase price of $_________ per share.
The shares should be issued be issued in the name of ___________________________
and should delivered to such holder at:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
[insert address]
Signature: _____________________________________________________________________
Print Name: ____________________________________________________________________
Social Security Number: _______________________________________________________
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