Exhibit 10.12
OPTION AGREEMENT
THIS OPTION AGREEMENT ("Option") is entered into effective the 1st day of
July 2002, by and between Xxxxxx X. Xxxxxxx ("Optionee") and NewBridge Capital,
Inc., a Nevada corporation (the "Company").
WHEREAS, the Company has agreed to issue to Optionee options to purchase
shares of its $.001 par value common stock (the "Common Stock") in connection
with the Agreement for services provided by Optionee through the date hereof, a
copy of which is attached hereto and incorporated by reference herein (the "Fee
Agreement"); and,
WHEREAS, to induce Optionee to execute the Fee Agreement, the Company
hereby grants Optionee an option to purchase shares of the Company's Common
Stock, subject to the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Optionee and the Company agree as follows:
1. The Option
The Company hereby grants to Optionee the option to acquire One Million
(1,000,000) shares of the Company's Common Stock (the "Option Shares"), at
a purchase price as follows:
Two Hundred Fifty Thousand (250,000) shares exercisable at $.05 per share,
Two Hundred Fifty Thousand (250,000) shares exercisable at $.15 per share,
Two Hundred Fifty Thousand (250,000) shares exercisable at $.30 per share,
Two Hundred Fifty Thousand (250,000) shares exercisable at $.45 per share.
2. Term and Exercise of Option
A) Term of Option. Subject to the terms of this Option, Optionee shall
have the right to exercise the Option in whole or in part, until
the fifth (5th) anniversary of Optionee's execution hereof.
B) Exercise of the Option. The Option may be exercised either in full
or in part and from time to time by Optionee upon written notice to
the Company setting out the number of Option Shares to be purchased
accompanied by payment of the applicable portion of the Option
Price.
C) Issuance of Option Shares. Upon receipt of notice of exercise and
payment of the Option Price, the Company shall immediately cause
the delivery of the Option Shares so purchased to Optionee, or in
such name or names as Optionee may designate. In the event the
Option is exercised in respect of less than all of the Option
Shares purchasable on such exercise at any time prior to the date
of expiration hereof, the remaining Option Shares shall continue to
be subject to adjustment as set forth in paragraph 3 hereof.
1
3. Adjustment of Option Shares
The number of Option Shares purchasable pursuant to this Option shall be
subject to adjustment from time to time upon the happening of certain
events, as follows:
A) Adjustment for Recapitalization. In the event the Company shall (a)
subdivide its outstanding shares of Common Stock, or (b) issue or
convert by a reclassification or recapitalization of its shares of
Common Stock into, for, or with other securities (a
"Recapitalization"), the number of Option Shares purchasable
hereunder immediately following such Recapitalization shall be
adjusted so that Optionee shall be entitled to receive the kind and
number of Option Shares or other securities of the Company measured
as a percentage of the current issued and outstanding shares of
Company's Common Stock as of the date hereof, which it would have
been entitled to receive had such Option been exercised immediately
prior to the happening of such event or any record date with
respect thereto. An adjustment made pursuant to this paragraph
shall be calculated and also take into account the formula set
forth in paragraph 3.B. below.
B) Preservation of Purchase Rights Under Consolidation. Subject to
paragraph 3.A. above, in case of any Recapitalization or any other
consolidation of the Company with or merger of the Company into
another corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety
or substantially as an entirety, the Company shall prior to the
closing of such transaction, cause such successor or purchasing
corporation, as the case may be, to acknowledge and accept
responsibility for the Company's obligations hereunder and to grant
Optionee the right thereafter upon payment of the Option Price to
purchase the kind and amount of shares and other securities and
property which he would have owned or have been entitled to receive
after the happening of such consolidation, merger, sale or
conveyance. The provisions of this paragraph shall similarly apply
to successive consolidations, mergers, sales or conveyances.
C) Notice of Adjustment. Whenever the number of Option Shares
purchasable hereunder is adjusted, as herein provided, the Company
shall mail by first class mail, postage prepaid, to Optionee notice
of such adjustment or adjustments, and shall deliver to Optionee
setting forth the adjusted number of Option Shares purchasable and
a brief statement of the facts requiring such adjustment, including
the computation by which such adjustment was made.
4. Assignment
The rights represented by this Option may only be assigned or transferred
by Optionee to an affiliate or retirement plan, or to a trust if effected
as the result of estate planning. For the purpose of this Option, the term
"affiliate" shall be defined as a family member or an enterprise that
directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control of Optionee; otherwise, this
Option and the rights hereunder shall not be assigned by either party
hereto.
5. Counterparts
This Option may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. A facsimile, telecopy or other
reproduction of this instrument may be executed by one or more parties
hereto and such executed copy may be delivered by facsimile or similar
instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution
and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties agree to execute
an original of this instrument as well as any facsimile, telecopy or other
reproduction hereof.
2
6. Further Documentation
Each party hereto agrees to execute such additional instruments and take
such action as may be reasonably requested by the other party to affect
the transaction, or otherwise to carry out the intent and purposes of this
Option.
7. Notices
All notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the following
addresses, as amended by the parties with written notice to the other:
To Optionee: Xxxxxx X. Xxxxxxx
00 Xxxxxxxxx Xxxxx #000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: 000 000 0000
Facsimile: 000 000 0000
To the Company: NewBridge Capital, Inc.
00 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: 000 000 0000
Facsimile: 000 000 0000
8. Governing Law
This Option was negotiated, and shall be governed by the laws of
California, County of Orange notwithstanding any conflict-of-law provision
to the contrary.
9. Entire Option
This Option sets forth the entire understanding between the parties hereto
and no other prior written or oral statement or agreement shall be
recognized or enforced.
10. Severability
If a court of competent jurisdiction determines that any clause or
provision of this Option is invalid, illegal or unenforceable, the other
clauses and provisions of the Option shall remain in full force and effect
and the clauses and provisions which are determined to be void, illegal or
unenforceable shall be limited, so that they shall remain in effect to the
extent permissible by law.
11. Headings
The section and subsection headings in this Option are inserted for
convenience only and shall not effect in any way the meaning or
interpretation of this Option.
3
IN WITNESS WHEREOF, the parties have executed this Option the day and
year first written above.
"Optionee"
/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
The "Company"
NewBridge Capital, Inc.
a Nevada corporation
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: President
