XXXXX.XXX, LTD.
1999 STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the
____ day of ___________, 20__ (the "Grant Date"), between Xxxxx.xxx,
Ltd., an Anguilla, British West Indies corporation (the
"Corporation"), and __________ (the "Optionee").
R E C I T A L S
A.
The Board of Directors of the Corporation (the "Board") has
established the Xxxxx.xxx, Ltd. 1999 Stock Option Plan (the "Plan") in
order to provide key employees, directors, advisors and consultants of the
Corporation with a favorable opportunity to acquire shares of the Corporation's
common stock ("Stock").
B.
The Board regards the Optionee as a key employee, director, advisor or
consultant and has determined that it would be in the best interests of the
Corporation and its shareholders to grant the option described in this Agreement
to the Optionee as an inducement to remain in the service of the Corporation,
and as an incentive for promoting Optionee's efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1.
DEFINITIONS AND INCORPORATION. Unless
otherwise defined herein or the context otherwise requires, the capitalized
terms used in this Agreement shall have the meanings given to such terms in the
Plan. The terms, conditions and
limitations set forth in the Plan are hereby incorporated in and made a part of
this Agreement as if fully set forth herein.
The Optionee hereby acknowledges that he or she has received a copy of
the Plan.
2.
GRANT OF OPTION. Pursuant to
the Plan, the Corporation hereby grants to the Optionee as of the date hereof,
the option to purchase all or any part of an aggregate of _________ (______)
shares of Stock (the "Option"), subject to adjustment in accordance
with Section 10 of the Plan.
3.
OPTION PRICE. The option
shall have an exercise price of $____ per share.
4.
RIGHT TO EXERCISE. Subject
to the conditions set forth in this Agreement and in the Plan, the Option shall
be exercisable immediately upon grant.
5.
SECURITIES LAW REQUIREMENTS. No
part of the Option shall be exercised if counsel to the Corporation determines
that any applicable registration requirement under the Securities Act of 1933
(the "Act") or any other applicable requirement of Federal or state
law has not been met.
6.
TERM OF OPTION. The Option
shall terminate in any event on the earliest to occur of (a) five (5) years from
the date of this Agreement, (b) the expiration of the period described in
Section 7 below, (c) the expiration of the period described in Section 8 below,
(d) the expiration of the period described in Section 9 below, or (e) any other
date provided in the Plan or elsewhere in this Agreement.
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7.
EXERCISE FOLLOWING CESSATION OF EMPLOYMENT OR SERVICE.
If the Optionee's employment or service with the Corporation ceases for
any reason or no reason, whether voluntarily or involuntarily, with or without
cause, other than by death, Disability or Retirement, the Option (to the extent
it has not previously been exercised and is exercisable at the time of such
cessation) may be exercised within ninety (90) days after the date of such
cessation.
8.
EXERCISE FOLLOWING DEATH OR DISABILITY.
If the Optionee's employment or service with the Corporation ceases by
reason of the Optionee's death or Disability, or if the Optionee dies after
cessation of employment or service but while the Option would have been
exercisable hereunder, the Option (to the extent it has not previously been
exercised and is exercisable at the time of such cessation) may be exercised
within twelve (12) months after the date of the Optionee's death or cessation by
reason of Disability. In case of death, the exercise may be made by Optionee's
executor or administrator of his or her estate or by any person or persons who
have acquired the Option directly from the Optionee by bequest or inheritance;
provided that such executor, administrator or person consents in writing to
abide by and be subject to the terms of the Plan and this Agreement and such
writing is delivered to the Corporation.
9.
EXERCISE FOLLOWING RETIREMENT. If
the Optionee's employment or service with the Corporation ceases by reason of
Retirement, the Option (to the extent it has not previously been exercised and
is exercisable at the time of such cessation) may be exercised within ninety
(90) days after the date of the Optionee's Retirement.
10.
TIME OF CESSATION OF SERVICE. For
the purposes of this Agreement, the Optionee's employment or service shall be
deemed to have ceased on the earlier of (a) the date when the Optionee's
employment or service in fact ceased or (b) except in the case of Retirement,
the date when the Optionee gave or received written notice that his or her
employment or service was to cease.
11.
TRANSFERABILITY. The Option
shall be exercisable during the Optionee's lifetime only by the Optionee or by
the Optionee's guardian or legal representative and shall be nontransferable,
except that the Optionee may transfer all or any part of the Option by will or
by the laws of descent and distribution. Except
as otherwise provided herein, any attempted alienation, assignment, pledge,
hypothecation, attachment, execution or similar process, whether voluntary or
involuntary, with respect to all or any part of the Option or any right
thereunder, shall be null and void and, at the Corporation's option, shall cause
all of the Optionee's rights under this Agreement to terminate.
12.
EFFECT OF EXERCISE. Upon exercise of all or any part of the Option, the
number of shares of Stock subject to the Option under this Agreement shall be
reduced by the number of shares with respect to which such exercise is made.
13.
EXERCISE OF OPTION. The Option may be exercised by delivering to the
Corporation (a) a written notice of exercise in substantially the form
prescribed from time to time by the Administrator, and (b) full payment of the
Exercise Price for each share of Stock purchased
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under the Option. Such notice
shall specify the number of shares of Stock with respect to which the Option is
exercised and shall be signed by the person exercising the Option.
If the Option is exercised by a person other than the Optionee, such
notice shall be accompanied by proof, satisfactory to the Corporation, of such
person's right to exercise the Option. The
Exercise Price shall be payable (i) in U.S. dollars in cash (by check) or (ii)
by delivery of shares of Stock registered in the name of the Optionee having a
Fair Market Value at the time of exercise equal to the amount of the Exercise
Price.
14.
WITHHOLDING TAXES. The
Company may require the Optionee to deliver payment, upon exercise of the
Option, of all withholding taxes (in addition to the Exercise Price) with
respect to the difference between the Exercise Price and the Fair Market Value
of the Stock acquired upon exercise.
15.
ISSUANCE OF SHARES. Subject
to the foregoing conditions, the Corporation, as soon as reasonably practicable
after receipt of a proper notice of exercise and payment of the Exercise Price,
shall deliver to the person exercising the Option, at the principal office of
the Corporation or such other location as may be acceptable to the Corporation
and such person, one or more certificates for the shares of Stock with respect
to which the Option is exercised. Such
shares shall be fully paid and non-assessable and shall be issued in the name of
such person.
16.
RIGHTS AS SHAREHOLDER. Neither
the Optionee nor any other person entitled to exercise the Option shall have any
rights as a shareholder of the Corporation with respect to the Stock subject to
the Option until a certificate for such shares has been issued to him or her
following the exercise of the Option.
17.
NO RIGHTS AS TO SERVICE. Nothing
in this Agreement or the Plan shall be construed to give any person the right to
remain in the employ or service of the Corporation or any parent or subsidiary
of the Corporation or to affect the absolute and unqualified right of the
Corporation and any parent or subsidiary of the Corporation to terminate such
person's employment or service relationship at any time for any reason or no
reason and with or without cause or prior notice.
18.
INVESTMENT REPRESENTATIONS. In
connection with his or her acceptance of the Option, the Optionee represents and
warrants to the Corporation that he or she:
(a)
is acquiring the Option, and, if applicable, will acquire the shares of
Stock subject to the Option (the "Option Shares"), for investment
solely for his or her own account and not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the Act, and
that he or she has no present intention of selling, offering to sell or
otherwise disposing of or distributing the Option Shares or any portion thereof
in any transaction other than a transaction exempt from registration under the
Act, and that the entire legal and beneficial interest of the Option Shares that
Optionee may acquire pursuant to this Agreement is being acquired for, and will
be held for the account of, the Optionee only and neither in whole nor in part
for any other person;
(b)
has not seen or received any advertisement or general solicitation with
respect to the sale of the Option;
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(c)
(i) has a preexisting personal or business relationship with the
Corporation or its officers and directors such that he or she is aware of the
Corporation's plans, operations and financial condition or (ii) has business or
financial experience such that he or she has the capacity to protect his or her
own interest in acquiring the Option and, if applicable, the Option Shares;
(d)
realizes that his or her acquisition of the Option Shares would be a
highly speculative investment and that he or she is able, without impairing his
or her financial condition, to hold the Option Shares for an indefinite period
of time and to suffer a complete loss on his or her investment;
(e) understands that the Option
has not been, and any Option Shares acquired by the Optionee would not be,
registered under the Act by reason of a specific exemption under Section 4(2) of
the Act, which exemption depends upon, among other things, the bona fide nature
of his or her investment intent as expressed herein, and any Option Shares
acquired by the Optionee must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration is available;
and
(f)
understands that any Option Shares acquired by the Optionee would
constitute restricted securities within the meaning of Rule 144 promulgated
under the Act; that the exemption from registration under Rule 144 will not be
available in any event for at least one (1) year from the date of purchase of
and payment for the Option Shares, and even then will not be available unless (i)
a public trading market then exists for the Shares, (ii) adequate information
concerning the Corporation is then available to the public, and (iii) other
terms and conditions of Rule 144 are complied with; and that any sale of the
Option Shares may be made by him or her only in limited amounts in accordance
with such terms and conditions.
19.
NOTICES. Any notice to the
Corporation contemplated by this Agreement shall be addressed to it in care of
its President, Xxxxxxx Xxxxx, Xxx 000, Xxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxx
Indies, or such other address as the Corporation may specify in a notice to the
Optionee; and any notice to the Optionee shall be addressed to him or her at the
address on file with the Corporation on the date hereof or at such other address
as he or she may hereafter designate in writing.
Notice shall be deemed to have been given upon receipt or, if sooner,
five (5) days after such notice has been deposited, postage prepaid, certified
or registered mail, return receipt requested, in the United States mail
addressed to the address specified in the immediately preceding sentence.
20.
INTERPRETATION. The
interpretation, construction, performance and enforcement of this Agreement and
of the Plan shall lie within the sole discretion of the Administrator, and the
Administrator's determinations shall be conclusive and binding on all interested
persons.
21.
CHOICE OF LAW. This
Agreement shall be governed by and construed in accordance with the laws of
Anguilla, British West Indies.
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IN WITNESS WHEREOF, each of the parties
hereto has executed this Agreement as of the day and year first above written.
XXXXX.XXX, LTD.
Per:
Authorized Signatory
Optionee:
Print Name
Signature
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