Exhibit 10.5(ii)
EWRX INTERNET SYSTEMS INC.
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE STOCK OPTION PLAN
(ADOPTED MAY 6, 1999)
May 6, 1999
Name
Address
Dear---------:
We are pleased to inform you that the Board of Directors of EWRX
Internet Systems Inc. ("the Company") has selected you to receive an option to
purchase a total of ____________ shares of the Company's common stock, $0.001
par value (the "Common Stock"). This option is granted pursuant to, and subject
to the terms of the Company's Stock Option Plan (the "Plan") adopted May 6,
1999, as amended, and the terms of the Plan are incorporated into this
Agreement. The Company intends to file and will provide you a copy of a
Registration Statement on Form S-8 to register shares to be issued under the
Plan.
You are advised to consult your tax adviser regarding the tax effects
of accepting this option, of exercising this option, or of disposing of any of
the shares acquired pursuant to this option.
Without limiting the specificity of the terms of the Plan, some of the
terms of your option are summarized as follows:
1. Number of Shares. This option entitles you to purchase up to
____________ shares of Common Stock of the Company.
2. Exercise Price. _________ per share.
3. Date of Grant. _________________
4. Term of the option. This option must be exercised by
______________(five years from the date of this option) unless
it is sooner terminated in accordance with the provisions
below.
5. Type of Option-Conditions.This option will be an "Incentive Stock
Option" as that term is defined in Section 422A of the Internal
Revenue Code of 1986, as amended. The Optionee acknowledges
receipt of a copy of the Plan, a copy of which is annexed hereto,
and represents that he is familiar with the terms and provisions
thereof. The Optionee hereby accepts this Option subject to all
the terms and provisions of the Plan. The Optionee hereby agrees
to accept as binding, conclusive, and final all decisions and
interpretations of the Board of Directors and, where applicable,
the Compensation Committee, upon any questions arising under the
Plan. As a condition of issuance of shares of Common Stock of the
Company under this Option, the Optionee authorizes the Company to
withhold in accordance with applicable law from any regular cash
compensation payable to him any taxes required to be withheld by
the Company under federal, state or local law as a result of his
exercise of this Option.
6. Vesting. One-quarter of this option is vested effective
immediately. A further one-quarter of this option will become
vested on __________ (1 year), another one-quarter vested on
___________ (2 years) and the final quarter, to complete vesting
on _______________ (3 years). Vesting shall cease immediately
upon termination of employment.
7. Termination of Option. A number of events, such as death or
termination of your employment by retirement or for any other
reason, can cause termination of this option. This option
terminates according to the Plan, the time of such termination
depending upon whether such termination is for cause,
retirement or by death.
8. Non-transferability of Option. This option cannot be
transferred, except by will or under the applicable laws of
descent and distribution.
9. Purchase for Investment. This Option may not be exercised if
the issuance of shares of Common Stock of the Company upon
such exercise would constitute a violation of any applicable
federal or state securities or other law or valid regulation.
The Optionee, as a condition to his exercise of this option,
represents to the Company that the shares of the Common Stock
of the Company that he acquires under this Option are being
acquired by him for investment and not with a view to
distribution or resale. The Optionee further represents that
he has substantial knowledge and experience in financial and
business matters and has sufficient knowledge and information
with respect to the affairs of the Company from which to make
an informed investment decision with respect to the Option
herein granted
Very truly yours,
By:____________________
Xxxxxx X. Xxxxx
President & CEO
EWRX Internet Systems Inc.
Accepted:
By:______________________________
CC: Xxxxxxx X. Xxxxxx
EWRX INTERNET SYSTEMS INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE STOCK OPTION PLAN
(ADOPTED MAY 6, 1999)
May ----- 1999
A. A Non-Qualified Stock Option for a total __________ shares of Common Stock,
par value $0.001, of EWRX Internet Systems Inc., a Nevada corporation (herein
the "Company") is hereby granted to _____________ (herein the "Optionee"),
subject in all respects to the terms and provisions of the Stock Option Plan of
the EWRX Internet Systems Inc. (herein known as the "Plan"), which has been
adopted by the Company on May 6, 1999, as amended, and which is included herein
by reference.
B. The Option price is _____ per share.
C. This Option may not be exercised if the issuance of shares of Common Stock of
the Company upon such exercise would constitute a violation of any applicable
federal or state securities or other law or valid regulation. The Optionee, as a
condition to his exercise of this option, represents to the Company that the
shares of the Common Stock of the Company that he acquires under this Option are
being acquired by him for investment and not with a view to distribution or
resale. The Optionee further represents that he has substantial knowledge and
experience in financial and business matters and has sufficient knowledge and
information with respect to the affairs of the Company from which to make an
informed investment decision with respect to the Option herein granted.
D. The Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof. The Optionee hereby accepts this Option subject to all the terms and
provisions of the Plan. The Optionee hereby agrees to accept as binding,
conclusive, and final all decisions and interpretations of the Board of
Directors and, where applicable, the Compensation Committee, upon any questions
arising under the Plan. As a condition of issuance of shares of Common Stock of
the Company under this Option, the Optionee authorizes the Company to withhold
in accordance with applicable law from any regular cash compensation payable to
him any taxes required to be withheld by the Company under federal, state or
local law as a result of his exercise of this Option.
E. This Option may not be transferred in any manner otherwise than by will or
the laws of descent and distribution, any may be exercised during the lifetime
of the Optionee only by him. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors, and assigns of the Optionee.
F. This Option shall terminate in accordance with the provisions relating to
Non-Qualified Options in the Plan, and in any event five years from the date
hereof. This Option shall be exercised prior to such date only in accordance
with the terms of the Plan.
Dated effective ______, 1999.
EWRX Internet Systems Inc.
A Nevada Corporation
By:___________________________
"OPTIONEE"
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Name
