STOCK OPTION AGREEMENT
THIS
AGREEMENT, made as of this day of February, 2007, by DCI USA, Inc., a Delaware
corporation (hereinafter called the “Company”), with Xxxx Xxxxx (hereinafter
called the “Holder”):
The
Company has determined that it would be to the advantage and interest of the
Company to grant the option provided for herein to the Holder as an inducement
for him to provide and continue to provide advisement and other services to
the
Company.
NOW,
THEREFORE, the Company hereby grants to the Holder as of the date hereof an
option (the “Option”) to purchase all or part of six million (6,000,000) shares
of Common Stock of the Company, par value $.001 per share, at a price per share
of ten cents ($.10) for the purchase of up to two million (2,000,000) shares,
fifteen cents ($.15) per share for the purchase of up to a second two million
(2,000,000) shares , and twenty cents ($.20) per share for the purchase of
up to
a third two million (2,000,000) shares, which prices are not less than the
fair
market value of a share of Common Stock on the date hereof and upon the
following terms and conditions:
1. The
Option shall continue in force through February __ 2010 (the “Expiration Date”),
unless sooner terminated as provided herein. The Option is immediately
exercisable as to the entire number of shares subject hereto.
2. In
the
event that the relationship between Company and Holder shall be terminated
prior
to the Expiration Date (otherwise than by reason of death or disability), the
Option may, subject to the provisions of this agreement, be exercised (to the
extent that the Holder was entitled to do so at the termination of the
relationhip) at any time after such termination, but not after the Expiration
Date. Nothing in this Agreement shall confer upon the Holder any right to
continue in the service of the Company or any subsidiary of the Company or
affect the right of the Company or any subsidiary to terminate the relationship
at any time.
3. (a) The
Holder may exercise the Option with respect to all or any part of the shares
purchasable hereunder by giving the Company written notice in the form annexed,
as provided in paragraph 7 hereof, of such exercise. Such notice shall specify
the number of shares as to which the Option is being exercised and shall be
accompanied by payment in full in cash of an amount equal to the exercise price
of such shares multiplied by the number of shares as to which the Option is
being exercised; provided that, the purchase price may be paid, in whole or
in
part, by surrender or delivery to the Company of securities of the Company
having a fair market value on the date of the exercise equal to the portion
of
the purchase price being so paid, including for that purposes Options granted
by
this Agreement. In such event fair market value should be determined pursuant
to
the Plan.
(b) Prior
to
or concurrently with delivery by the Company to the Holder of a certificate(s)
representing such shares, the Holder shall, upon notification of the amount
due,
pay promptly any amount necessary to satisfy applicable federal, state or local
tax requirements. In the event such amount is not paid promptly, the Company
shall have the right to apply from the purchase price paid any taxes required
by
law to be withheld by the Company with respect to such payment and the number
of
shares to be issued by the Company will be reduced accordingly.
-1-
4. Notwithstanding
any other provision of the Plan, in the event of a change in the outstanding
Common Stock of the Company by reason of a stock dividend, split-up, split-down,
reverse split, recapitalization, merger, consolidation, combination or exchange
of shares, spin-off, reorganization, liquidation or the like, then the aggregate
number of shares and price per share subject to the Option shall be
appropriately adjusted by the Board, whose reasonable determination shall be
conclusive.
5. This
Option shall, during the Holder’s lifetime, be exercisable only by the Holder,
and neither this Option nor any right hereunder shall be transferable by the
Holder, by operation of law or otherwise, except by will or by the laws of
descent and distribution. In the event of any attempt by the Holder to transfer,
assign, pledge, hypothecate or otherwise dispose of this Option or of any right
hereunder, except as provided for herein, or in the event of the levy or any
attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate this Option by notice to the Holder and
it
shall thereupon become null and void.
6. Neither
the Holder nor in the event of the Holder’s death, any person entitled to
exercise the rights of the Holder hereunder, shall have any of the rights of
a
stockholder with respect to the shares subject to the Option until share
certificates have been issued and registered in the name of the Holder or the
Holder’s estate, as the case may be.
7. Any
notice to the Company provided for in this Agreement shall be addressed to
the
Company in care of its Secretary, 0 Xxxx Xxxxxx, Xxxxx Xxxx, Xxx Xxxx 00000,
and
any notice to the Holder shall be addressed to the Holder at the address now
on
file with the Company, or to such other address as either may last have
designated to the other by notice as provided herein. Any notice so addressed
shall be deemed to be given on the second business day after mailing, by
registered or certified mail, at a post office or branch post office within
the
United States.
8.
The
Holder by his acceptance hereof, covenants and agrees that the Options are
being
acquired as an investment and not with a view to the distribution thereof.
Each
certificate representing Common Shares and any of the other securities issuable
upon exercise of an Option (collectively, the “Option Shares”) shall bear the
following legend unless (i) the Options or Option Shares are distributed to
the
public or sold to the underwriters for distribution to the public pursuant
to a
registration statement filed under the Securities Act of 1933, as amended (the
“Act”), or (ii) the Company has received an opinion of counsel, in form and
substance reasonably satisfactory to counsel for the Company, that such legend
is unnecessary for any such certificate:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF
1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR
RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN
OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASON-ABLY SATISFACTORY TO COUNSEL
FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
-2-
9. In
the
event that any question or controversy shall arise with respect to the nature,
scope or extent of any one or more rights conferred by this Option, the
determination by the Board, or if one had been appointed, a Committee (as
constituted at the time of such determination) of the rights of the Holder
shall
be conclusive, final and binding upon the Holder and upon any other person
who
shall assert any right pursuant to this Option.
| DCI USA, Inc. | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
ACCEPTED
AND AGREED
|
Xxxx Xxxxx |
|||
-3-
TO:
DCI
USA,
Inc.
The
undersigned hereby exercises options to purchase __________ shares of Common
Stock of DCI USA, Inc. (the “Company”) as provided in the Stock Option Agreement
dated as of __________, ___ at $__________ per share, a total of $__________
and
makes payment therefor as follows:
To
the
extent of the balance of the purchase price, the undersigned has enclosed a
check payable to the order of the Company for $__________.
A
stock
certificate or certificate for the shares should be delivered in person or
mailed to the undersigned at the address shown below.
The
undersigned hereby represents and warrants that it is the undersigned’s present
intention to acquire and hold the aforesaid shares of Common Stock of the
Company for his or her own account for investment, and not with a view to the
distribution of any thereof, and agrees that he or she will make no sale,
thereof, except in compliance with the applicable provisions of the Securities
Act of 1933, as amended.
| |
|
|
| Signature: | ||
| Address: |
|
|
|
|
||
|
|
||
|
|
||
| Dated: | ||
|
|
-4-
