STOCK OPTION AGREEMENT
Exhibit
99.10
STOCK
OPTION AGREEMENT
This
Stock Option Agreement ("Stock Option Agreement") is granted effective this
25th
day of
January, 2007 by Nexia Holdings, Inc. (the "Company") to Xxxx Cramman, an
employee of the Company ("Optionee") and a resident of Canada.
PREMISES
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A.
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The
Company has received valuable services from Optionee in the past
and
desires to compensate Optionee for these services by issuing Optionee
an
option (the "Option") to purchase a total of Three Hundred Million
(300,000,000), shares of the Company's common stock, par value $0.0001,
the options will have a floating option price set at 50% of the market
price at the time of exercise, the options and shares issued subject
to
the options shall be issued pursuant to a registration statement
on Form
S-8 under the Securities Act of 1933 as amended ("Form
S-8").
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GRANT
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1.
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Grant
of Options.
The Company hereby grants Optionee the right and option ("Option")
to
purchase the above described Three Hundred Million (300,000,000)
shares of
Common Stock, on the terms and conditions set forth herein and subject
to
the provisions of the Form S-8 registration statement in exchange
for
services provided by Employee to the Company, the options shall vest
immediately upon the exercise
hereof.
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2.
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Term
of Option.
This Option may be exercised, in whole or in part, at any time but
before
one hundred and eighty days have elapsed from the date of this Option.
All
shares issued pursuant to the terms of this option agreement must
be paid
for in full or returned to the Company for cancellation upon the
expiration date stated herein. All rights to exercise this option
end with
the termination of employment with the Company, for any reason and
by any
party.
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3.
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Method
of Exercising.
This Option may be exercised in accordance with all the terms and
conditions set forth in this Option and the Stock Option Plan, by
delivery
of a notice of exercise a form of which is attached hereto as Exhibit
"A"
and incorporated herein by this reference, setting forth the number
of
Options along with a signed letter of instruction to the stock broker
Optionee will employ in selling the shares indicating that the specified
exercise price shall be paid within 10 days of the sale or as otherwise
specified at the time of exercise.
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4.
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Optionee
Not an Affiliate.
Optionee hereby represents, warrants and covenants that he is not
an
affiliate of the Company as that term is defined in Rule 144(a)(1)
under
the Securities Act of 1933.
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5.
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Availability
of Shares.
During the term of this Option, the Company shall reserve for issuance
the
number of shares of Common Stock required to satisfy this
Option.
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6.
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Adjustments
to Number of Shares.
The number of shares of Common Stock subject to this Option shall
be
adjusted to take into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock Option
Plan.
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7.
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Limitation
on Exercise.
If the board of directors of the Company, in its sole discretion,
shall
determine that it is necessary or desirable to list, register, or
qualify
the Common Stock under any state or federal law, this Option may
not be
exercised, in whole or part, until such listing, registration, or
qualification shall have been obtained free of any conditions not
acceptable to the board of
directors.
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8.
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Restrictions
on Transfer.
The Option has not been registered under the Securities Act of 1933,
as
amended (the "Securities Act"), or any state securities statutes.
The
shares of Common Stock issuable on exercise of the Option will be
qualified for registration under a Form S-8 Registration Statement
filed
with the Securities and Exchange Commission.
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9.
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Record
Owner.
The Company may deem the Optionee as the absolute owner of this Option
for
all purposes. This Option is exercisable only by the Optionee, or
by the
Optionee's duly designated appointed representative. This Option
is not
assignable.
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10.
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Shareholder's
Rights.
The Optionee shall have shareholder rights with respect to the Option
shares only when Optionee has exercised this Option to purchase those
shares and provided the Company with the letter of instruction specified
in Section 4 of this Option.
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11.
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Validity
and Construction.
The validity and construction of this Agreement shall be governed
by the
laws of the State of Utah.
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IN
WITNESS WHEREOF,
the
below signatures evidence the execution of this Option by the parties on the
date first appearing herein.
OPTIONEE Nexia
Holdings, Inc.
/s/
Xxxx
Cramman
/s/
Xxxxxxx Xxxxxx
Xxxx
Cramman,
Optionee
Xxxxxxx
Xxxxxx, President
