STOCK OPTION AWARD AGREEMENT
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THIS STOCK OPTION AWARD AGREEMENT is entered into as of this 1 day of
June 2000, by and between Asia Web Holdings, Inc., a corporation duly organized
under the laws of Delaware ("the Corporation"), and Xxxxxxx Xxxxxxxx.
WHEREAS, Xxxxxxx Xxxxxxxx (the "Optionee") is the Chief
Executive Officer of the Corporation; and
WHEREAS, the execution of this Stock Option Award Agreement
has been duly authorized by a resolution of the Board of Directors of the
Corporation adopted on the 7th day of June, 2000.
NOW, THEREFORE, in consideration of your employment with the
Corporation and the compensation to be paid to you in connection therewith and
for other good and valuable consideration, you and the Corporation hereby agree
as follows:
1. The Corporation hereby grants to the Optionee a nonqualified stock
option to purchase three hundred thousand (300,000) shares of the Corporation's
Common Stock, $0.001 par value per share ("Common Stock"), at the exercise price
of two dollars and fifty cents ($2.50) per share (the "Option").
2 . This Option (until terminated as hereafter provided) shall become
vested and exercisable to the extent of one hundred fifty thousand (150,000)
shares of Common Stock as of the ___ day of June, 2000 and to the extent of the
remaining one hundred fifty thousand (150,000) shares of Common Stock as of the
one year anniversary of this Agreement. To the extent vested and exercisable,
the Option shall be exercisable in whole or in part from time to time as
hereinafter set forth.
Notwithstanding the foregoing, to the extent necessary for the grant of
this option, its exercise or the sale of the Common Stock acquired hereunder to
be exempt from Section 16(b) of the Exchange Act, (i) except in the case of
death or Disability, the Optionee shall not be entitled to exercise the option
granted hereby if granted within six months prior to the occurrence of a Change
in Control until the expiration of the six-month period following the Date of
Grant of this option, or (ii) at least six months shall elapse from the Date of
Grant of this Option to the date of disposition of the shares of Common Stock
acquired upon exercise of this option.
3. The Option price shall be payable (a) in cash or by check acceptable
to the Corporation, (b) by transfer to the Corporation of shares of Common Stock
which have been owned by the Optionee for more than six months prior to the date
of exercise and which have a fair market value on the date of exercise equal to
the Option exercise price, or (c) by a combination of such methods of payment.
The requirement of payment in cash shall be deemed satisfied if the Optionee
shall have made arrangements satisfactory to the Corporation with a broker who
is a member of the National Association of Securities Dealers, Inc. to sell on
the exercise date a sufficient number of the shares being purchased so that the
net proceeds of the sale transaction will at least equal the option exercise
price and pursuant to which the broker undertakes to deliver the full option
exercise price to the Corporation not later than the date on which the sale
transaction will settle in the ordinary course of business.
4. The Corporation agrees to cause to be issued certificates for any
shares purchased hereunder to the Optionee upon payment of the exercise price in
full, subject to the terms and conditions hereinafter set forth.
5. The Optionee represents that all shares of Common Stock acquired
pursuant to the exercise of the Option will be acquired for investment purposes
only and not for distribution or resale, except in accordance with the
requirements of the Securities Act of 1933, as amended, or any other applicable
law, rule or regulation promulgated pursuant thereto.
6. This Option shall terminate on the earliest to occur of the
following dates:
(a) Six (6) months following the effective date of the Optionee's
Termination of Service, if such Termination of Service results other than from
Optionee's death or Disability;
(b) One year following the effective date of the Optionee's
Termination of Service, if such Termination of Service results from Optionee's
death or Disability; or
(c) Ten years from the date of this Agreement.
For purposes of this section, "Termination of Service" means the time
at which the Optionee ceases to serve as an employee of the Corporation for any
reason, with or without cause, which includes termination by resignation,
removal, or retirement. "Disability" means the 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 2 months. An
employee shall not be considered to be subject to a Disability until he
furnishes a certification from a practicing physician in good standing to the
effect that such employee meets the criteria described in this definition.
7. The Corporation shall make or provide for such adjustments in the
number of Common Shares covered by the Option and the Option exercise price per
Common Share, as the Corporation may in good faith determine to be equitably
required in order to prevent dilution or expansion of the rights of the Optionee
that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Corporation or (b) any merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete liquidation or other
distribution of assets, or any other corporate transaction or event having an
effect similar to any of the foregoing. In the event of any such transaction or
event, the Corporation may provide in substitution for all or any portion of the
Option such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of the Option so replaced.
8. The Option may not be transferred by the Optionee other than by will
or the laws of descent and distribution. The Option may not be exercised during
the Optionee's lifetime except by the Optionee or, in the event of the Optionee
's legal incapacity, by his guardian or legal representative acting in a
fiduciary capacity on behalf of the Optionee under state law and court
supervision. The Corporation may in its discretion permit other transfers, to
the extent consistent with Rule 16b-3; where it concludes that such
transferability is appropriate or desirable.
9. To the extent that the Corporation is required to withhold federal,
state, local or foreign taxes in connection with any payment made or benefit
realized by the Optionee and the compensation otherwise payable to the Optionee
by the Corporation is insufficient to satisfy the withholding, it shall be a
condition to the receipt of any shares of Common Stock pursuant to the exercise
of the Option that the Optionee make arrangements satisfactory to the
Corporation for payment of the balance of any taxes required to be withheld.
10. The interpretation and construction of this Agreement by the
Corporation shall be final and conclusive.
11. This Agreement shall not confer upon the Optionee any right with
respect to continuance of employment or other service with the Corporation or
subsidiary and shall not interfere in any way with any right that the
Corporation or subsidiary would otherwise have to terminate the Optionee's
employment or other service at any time.
Executed as of the 1 day of June 2000
Asia Web Holdings, Inc.
By: /S/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx, President
ACCEPTED AND AGREED:
By: /S/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
