EXHIBIT 6.26
NON-QUALIFIED STOCK OPTION
THIS NON-QUALIFIED STOCK OPTION (the "Option") is granted this
__________ day of ______________________ 199____, by Total Film Group, Inc.,
a Delaware corporation, (the "Company") pursuant to a resolution of the Board
of Directors of the Company, under the terms of the 1998 Non-Qualified Stock
Option Plan of the Company (the "1998 Option Plan") to
___________________________________ ("Optionee").
RECITALS:
WHEREAS, the Company has engaged Optionee to provided services to
the Company and as compensation for which the Company has agreed to issue
Optionee options to purchase up to _______________ shares of the Company's
common stock, par value $.001 (the "Common Stock"); and
WHEREAS, the Company has agreed to issue the Options pursuant to its
1998 Option Plan.
NOW, THEREFORE, in consideration of the mutual terms and conditions
of this Option, the parties hereto agree as follows:
1. Grant of Option. The Company hereby irrevocable grants to
Optionee the right and option to purchase all or any part of an aggregate of
________________ shares of Common Stock on the terms and conditions hereof.
2. Exercise Price. The exercise price of this Option shall be
$__________ per share.
3. Term of Option. Subject to the other provisions contained herein,
the Option may be exercised, in whole or in part, at any time commencing
________, but prior to 12:00 midnight three years from the date of this
Option.
4. Shareholder's Rights. The Optionee shall have the rights of a
shareholder only with respect to Common Stock fully paid for by Optionee
under this Option.
5. Persons Entitled to Exercise. During the Optionee's lifetime,
this Option can only be exercised by the Optionee, and neither this Option
nor any right hereunder can be transferred other than by testamentary
disposition or the laws of descent and distribution. Neither this Option nor
any right hereunder shall be subject to lien, attachment, execution, or
similar process. In the event of any alienation, assignment, pledge,
hypothecation, or other transfer of this Option or any right hereunder, or in
the event of any levy, attachment, execution, or similar process, this Option
and all rights granted hereunder shall be immediately null and void.
6. Adjustment to Number of Shares of Common Stock. The number of
shares of Common Stock subject to this Option shall be adjusted to take into
account any stock split, stock
dividend, or recapitalization of the Common Stock of the Company as provided
in the 1998 Option Plan.
7. Method of Exercise. This Option may be exercised, in accordance
with all of the terms and conditions set forth in this Option and the 1998
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 to be exercised together with either:
a. A certified check or bank check payable to the order of
the Company in the amount of the full exercise price of the Common Stock
being purchased;
b. Shares of Common Stock of the Company already owned by
the Optionee equal to the exercise price with the Common Stock valued at its
fair market value based on the closing bid quotation for such stock on the
close of business on the day last preceding the date of the exercise of such
Option, as reported on the OTC Bulletin Board, or if not quoted on the OTC
Bulletin Board, then as determined by the Company through any other reliable
means of determination available on the close of business on the day last
preceding the date of such exercise;
c. Options or other rights to purchase Common Stock valued
at the amount by which the closing bid quotations (as determined in
accordance with subparagraph (b) above) of the Common Stock subject to
options or other rights exceeds the exercise or purchase price provided on
such options or rights; or
d. Cancellation of debt owed by the Company to the
Optionee, including debt incurred for professional services rendered,
employment relationships, or otherwise, upon presentation of an invoice for
services provided to the Company.
As soon as practicable after receipt by the Company of such notice, a
certificate or certificates representing such shares of Common Stock shall be
issued in the name of the Optionee, or, if the Optionee shall so request in
the notice exercising the Option, in the name of the Optionee and another
person jointly, with right of survivorship, and shall be delivered to the
Optionee. If this Option is not exercised with respect to all Common Stock
subject hereto, Optionee shall be entitled to receive a similar Option of
like tenor covering the number of shares of Common Stock with respect to
which this Option shall not have been exercised.
8. Availability of Shares. During the term of this Option, the
Company shall at all times keep available for issuance the number of shares
of Common Stock subject to this Option.
9. Limitations on Right to Exercise. If the Board of Directors, 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 in part, until such listing,
registration, or qualification shall have been obtained free of any
conditions not acceptable to the board.
10. Restrictions on Transfer. The Option and the Common Stock
subject to the Option (collectively referred to as the "Securities") are
subject to registration under the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable state securities statutes. Optionee
acknowledges that unless a registration statement with respect to the
Securities is filed and declared effective by the Securities and Exchange
Commission, and the appropriate state governing agency, the Securities have
or will be issued in reliance on specific exemptions from such registration
requirements for transactions by an issuer not involving a public offering
and specific exemptions under state statutes. Any disposition of the
Securities may, under certain circumstances, be inconsistent with such
exemptions. The Securities may be offered for sale, sold, or otherwise
transferred only if (i) registered under the Securities Act, and in some
cases, under the applicable state securities acts, or, if not registered,
(ii) only if pursuant to an exemption from such registration requirements and
only after the Optionee provides an opinion of counsel or other evidence
satisfactory to the Company to the effect that registration is not required.
In some states, specific conditions must be met or approval of the securities
regulatory authorities may be required before any such offer or sale. If Rule
144 is available (and no assurance is given that it would be), only routine
sales of the Common Stock in limited amounts can be made after one year
following the acquisition date of the Securities, as determined under Rule
144(d), in accordance with the terms and conditions of Rule 144. The Company
is under no obligation to make Rule 144 available. In the event Rule 144 is
not available, compliance with Regulation A or some other disclosure
exemption may be required before the Optionee can sell, transfer, or
otherwise dispose of the Securities without registration.
If the Securities are not registered, the Company may refuse to
transfer the Securities to any transferee who does not furnish in writing to
the Company the same representations and warranties set forth in this
paragraph and agree to the same conditions with respect to such Securities as
are set forth herein. The Company may further refuse to transfer the
Securities if certain circumstances are present reasonably indicating that
the proposed transferee's representations are not accurate. In any event, in
the absence of an effective registration statement covering the Securities,
the Company may refuse to consent to any transfer in the absence of an
opinion of legal counsel, satisfactory to and independent of counsel of the
Company, that such proposed transfer is consistent with the above conditions
and applicable securities laws.
11. 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 or appointed representative.
This Option is not assignable.
12. Validity and Construction. The validity and construction of this
Option shall be governed by the laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have executed this document
the day and year first above written.
Company: Total Film Group, Inc.
By
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Its
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Optionee:
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Signature
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Please Print Name
EXHIBIT "A"
FORM OF EXERCISE
(To be signed only upon exercise of Option)
To: Total Film Group, Inc.
The undersigned, the owner of the attached Option, hereby
irrevocable elects to exercise the purchase rights represented by the Option
for, and to purchase thereunder, __________________ shares of Common Stock of
Total Film Group, Inc. Enclosed is payment in the amount of
$____________________________________________, the exercise price of the
Common Stock to be acquired. Please have the certificate(s) registered in the
name of _______________________ and delivered to
_________________________________________________________________. If this
exercise does not include all of the Common Stock covered by the attached
Option, please deliver a new Option of like tenor for the balance of the
Common Stock to the undersigned at the foregoing address.
DATED this ___________ day of ____________________ 199____.
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Signature of Optionee
Schedule of Optionees
Number Exercise
Name Grant Date of Shares Price Term of Option
Xxxxxx Xxxxxxx June 19, 1998 55,000 $2.00 June 19, 1998
Xxx Xxxxx June 19, 1998 50,000 $2.00 June 19, 1998
Xxxxx Xxxxxx June 19, 1998 50,000 $2.00 16,666 June 19, 1998
16,666 May 15, 1999
16,668 May 15, 2000
Xxxxxx Xxxxx July 27, 1998 500,000 $2.00 July 27, 1998
