EXHIBIT 6.6
SAMPLE OF INTEGRITY HOLDINGS LTD. COMMON
STOCK OPTION AGREEMENT
INTEGRITY HOLDINGS LTD.
COMMON STOCK OPTION AGREEMENT
This Agreement is made as of 14th July 1998, by and between BIRDS EYE INC., to
be known as INTEGRITY HOLDINGS LTD, Suite 333, 0000 Xxxxxx Xxx Xxx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000-0000, XXX (Company) and XXXX XXXXXXX (Option Holder)
AGREEMENT:
1. GRANT OF OPTION: The Company hereby grants to the Option Holder, with
effect from the date of this Agreement, the right to purchase common stock
in the maximum amount of 600,0000 SHARES from time to time during the
Option period at the price of $1.00 USD per common share, subject to the
terms and conditions contained in this Agreement
2. PERIOD OF OPTION: This Option shall be for a period of four years
commencing 14th July 1998
3. ADJUSTMENT TO OPTION SHARES: In the event any change is made to the common
stock issuable by reason of combination of shares, stock split, stock
dividend or other change affecting the outstanding common stock as a
class, without receipt of consideration, then the Company shall make
appropriate adjustments to reflect such change and preclude any dilution
or expansion of benefits hereunder
4. EXERCISE OF OPTIONS: Each exercise of Options is subject to the Option
Holder remaining in the employment of the Company and subject to receipt
of an exercise release letter from the Integrity Board. 100,000 Options
may be exercised immediately; the remaining Options are to be exercised
over a four year period up to a maximum of one third during year one; a
maximum of two thirds by the end of year two; any remaining Options to be
exercised by the end of year four. No Option may be exercised more than
four years after the commencement
5. TRANSFER OF OPTION: This Option is generally not transferable or
assignable by the Option Holder to an outside third party. If the Option
Holder transfers, assigns, charges, encumbers or otherwise alienates his
Option or creates any interest therein in favour of a third party, or
makes any attempt to do so, the Company may cancel the Option. Under
certain conditions, however, it may be transferred to relatives, trusts or
retirement plans if specifically approved, in advance, by the Company
6. SPECIAL TERMS:
1) In the event of any of the following Corporate transactions:
(i) the sale, transfer or other disposition of all or substantially
all of the assets of the Company
(ii) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction with the principal
purpose of changing the Company's state of incorporation
(iii) any reverse merger in which the Company is the surviving entity
but in which 50% or more of the Company's voting stock is
transferred to holders different from those who held the stock
immediately prior to such merger then this Option, to the
extent not previously exercised, shall be expressly assumed by
the successor Company or Parent Company thereof
2) The Agreement shall not in any way affect the right of the Company to
adjust, reclassify, reorganise or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets
7. PRIVILEGE OF OPTION OWNERSHIP: The Holder of this Option shall not have
any of the rights of a stockholder with respect to the Option shares
until such Holder shall have exercised the Option and paid the Option
price set out herein
8. MANNER OF EXERCISING OPTION:
1) In order to exercise this Option with respect to all or any number of
the tendered shares, Option Holder must take the following actions:
(i) Execute and deliver to the Secretary of the Company, at the
following address, 0 Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxx, XX00 0XX, United Kingdom, a notice of exercise in
written form with full payment for the aggregate Option price
for the purchased shares and any applicable taxes or fees in
cash, cash equivalents or a form of compensation agreed to by
the parties to the Option. The written request must also include
the original, fully executed Common Stock Option Agreement
(ii) This Option shall be deemed to have been exercised with respect
to the number of Option shares specified by the Holder of the
Option in the written notice of exercise at such time as the
notice of exercise and payment for the shares being exercised
are received by the Company. As soon as possible thereafter, the
Company shall deliver or mail to the Option Holder a certificate
or certificates representing the shares so purchased with any
appropriate legends attached thereto
(iii) In no event may this Option be exercised for any fractional
shares
9. COMPLIANCE WITH LAWS AND REGULATIONS:
1) The exercise of this Option and the issuance of Option shares upon
such exercise shall be subject to compliance by the Company and the
Option Holder with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange on
which the shares of the Company's common stock may be listed at the
time of such exercise or issuance
2) In connection with the exercise of this Option, Holder shall execute
and deliver to the Company, such representations in writing as may be
requested by the Company in order for it to comply with the applicable
requirements of federal and state securities laws
10. SUCCESSORS AND ASSIGNS: Except to the extent otherwise provided in
Paragraph 5 of the Common Stock Option Agreement, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and assigns of
Option Holder and the successors and assigns of the Company
11. COMPANY LIABILITY: The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to
the lawful issuance and sale of any common stock pursuant to this Option
shall relieve the Company of any
liability with respect to common stock pursuant to this Option shall
relieve the Company of any liability with respect to the non-issuance or
sale of the common stock as to which such approval shall not have been
obtained. The Company, however, shall use its best efforts to obtain all
such approvals
12. STATED RESTRICTIONS - COMMON STOCK All common stock shares issued under
this Option will carry a restriction that the shares be held by the Holder
for a period not less than one year pursuant to Rules 144 and 145 under the
Securities Act of 1933 (Release No. 33-7390, February 20, 1997)
13. NOTICES: Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to the
Company in care of its Secretary at its corporate offices at 6 Xxxxxxxxx
Close, Bluebell Ridge, Warfield, Berkshire RG42 3DU, United Kingdom. Any
notice required to be given or delivered to the Holder of this Option shall
be in writing and delivered to the Holder at the address included above in
this Agreement. All written notices shall be deemed to have been delivered
upon personal delivery or deposit in the mail, postage prepaid and properly
addressed to the party to be notified
14. GOVERNING LAW: The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the state of Nevada without
regard to principles governing conflicts of law
15. SPECIAL COVENANT: The granted Option herein is not intended to be an
incentive Option within the meaning of section 422A of the Internal Revenue
Code
16. COUNTERPARTS: This Agreement may not be executed in counterparts. There
will be only one fully executed original, which must be surrendered
concurrent with any exercise of the Option as defined in Paragraph 8.1.(i)
herein
COMPANY:
INTEGRITY HOLDINGS LTD
/s/ X.X. Xxxxxx
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XXXXXXX X. XXXXXX
TITLE: CHAIRMAN
OPTION HOLDER:
/s/ Xxxx Xxxxxx
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XXXX XXXXXXX
