EXHIBIT 10.3
FORM OF OPTION AGREEMENT
Winmax Trading Group, Inc.
Date: ______________
Dear _____________________:
The Board of Directors of Winmax Trading Group Inc. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the 2005
Non-Qualified Stock Award and Option Plan (the "Plan"). This letter will
describe the Option granted to you. Attached to this letter is a copy of the
Plan. The terms of the Plan also set forth provisions governing the Option
granted to you. Therefore, in addition to reading this letter you should also
read the Plan. Your signature on this letter is an acknowledgment to us that you
have read and understand the Plan and that you agree to abide by its terms. All
terms not defined in this letter shall have the same meaning as in the Plan.
1. Type of Option. You are granted [a] Non Qualified Stock Option[s].
2. Rights and Privileges.
(a) Subject to the conditions hereinafter set forth, we grant you the right to
purchase __________ shares of Common Stock at fifty cents ($.50) per share.
3. Time of Exercise. The Option may be exercised at any time and from time to
time beginning when the right to purchase the shares of Common Stock accrues and
ending when they terminate as provided in Section 5 of this letter.
4. Method of Exercise. The Options shall be exercised by written notice to the
Chairman of the Board of Directors at the Corporation's principal place of
business. The notice shall set forth the number of shares of Common Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Common Stock or that number of already owned shares of Common Stock
equal in value to the total Exercise Price of the Option. We shall make delivery
of the shares of Common Stock subject to the conditions described in Section 13
of the Plan.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
(a) Five years from the date of grant; or
(b) On the date your employment terminates with the Corporation and any
of its subsidiaries included in the Plan for any reason, other than
by reason of death or permanent disability. As used herein,
"permanent disability" means your inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
6. [Heading]
(i) the failure of an Option to vest when due to vest pursuant to its
terms for any reason whatsoever shall cause the unvested Option to expire
and be of no further force or effect;
(ii) unless terminated earlier pursuant to Sections 9(i) or 11 of the
Plan, the term of any Option granted under the Plan shall be specified in
the Stock Option Agreement but shall be no greater than five years from
the date of grant;
(iii) no Option or interest therein may be pledged, hypothecated,
encumbered or otherwise made subject to execution, attachment or similar
process; and
(iv) no Option or interest therein shall be assignable or transferable by
the holder otherwise than by will or by the laws of descent and
distribution or to a beneficiary upon the death of a Participant, and an
Option shall be exercisable during the lifetime of the holder only by him
or by his guardian or legal representative, except that an Option may be
transferred to one or more transferees during the lifetime of the
Participant, and may be exercised by such transferee in accordance with
the terms of such Option, but only if and to the extent such transfers are
permitted by the Board pursuant to the express terms of the Stock Option
Agreement (subject to any terms and conditions which the Board may impose
thereon). A transferee or other person claiming any rights under the Plan
from or through any Participant shall be subject to all terms and
conditions of the Plan and any Stock Option Agreement applicable to such
Participant, except as otherwise determined by the Board, and to any
additional terms and conditions deemed necessary or appropriate by the
Board.
7. MEANS OF PAYMENT.
Any Stock Option Agreement may, in the sole and absolute discretion of the
Board, permit payment by any other form of legal consideration consistent with
applicable law and any rules and regulations relating thereto.
8. EXERCISE.
The holder of an Option may exercise the same by filing with the Corporate
Secretary of the Company a written election, in such form as the Board may
determine, specifying the number of Shares with respect to which such Option is
being exercised, and accompanied by payment in full of the exercise price for
such Shares. Notwithstanding the foregoing, the Board may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent the Participant from
exercising the Option with respect to the full number of Shares as to which the
Option is then exercisable.
9. WITHHOLDING TAXES.
Prior to issuance of the Shares upon exercise of an Option, the Participant
shall pay or take adequate provision for the payment of any federal, state,
local or foreign withholding obligations of the Company or any Subsidiary or
Affiliate of the Company, if applicable. In the event a Participant shall fail
to make adequate provision for the payment of such obligations, the Company
shall have the right to withhold an amount of Shares otherwise deliverable to
the Participant sufficient to pay such withholding obligations or, in the
discretion of the Board, to refuse to honor the exercise.
10. TERMINATION OF OPTIONS.
Options granted under the Plan shall be subject to the following events of
termination, unless otherwise provided in the Stock Option Agreement:
(i) in the event a Participant who is a Director (but not an Officer or
Employee) is removed from the Board or the board of directors of a
Subsidiary or an Affiliate, as the case may be, for cause (as
contemplated by the charter, by-laws or other organizational or
governing documents), all unexercised Options held by such
Participant on the date of such removal (whether or not vested)
shall expire immediately;
(ii) In the event the employment of a Participant who is an Officer or
Employee terminated for Cause, or in the event the services of a
Participant who is a eligible consultant are terminated for Cause,
all unexercised Options held by such Participant on the date of such
termination (whether or not vested) shall expire immediately; and
(iii) in the event a Participant is no longer a Director, Officer,
Employee, consultant or independent contractor, other than for the
reasons set forth in Sections 9(i)(i) or 9(i)(ii) of the Plan, all
Options which remain unvested on the date the Participant ceases to
be a Director, Officer or Employee, as the case may be, shall expire
immediately, and all Options which have vested prior to such date
shall expire twelve months thereafter unless by their terms they
expire sooner.
11. SECURITIES LAWS. The Corporation has no obligations to ever register the
Option or the shares of Common Stock underlying the Option.
12. BINDING EFFECT. The rights and obligations described in this letter shall
inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.
13. DATE OF GRANT. The Option shall be treated as having been granted to you on
the date of this letter even though you may sign it at a later date.
Very truly yours,
By: _______________________________
President
AGREED AND ACCEPTED:________________________ Date: __________________
