EXHIBIT 10.35
Option Agreement
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This Option Agreement is made and entered into to be effective as of
November 27, 2000 and is by and between Xxxxx X Xxxxxxxx ("Employee")
and BioProgress Technology International, Inc., ("Company"). The
Employee is willing and able to provide various valuable services for
and on behalf of the Company in connection with the business of the
Company. The Company desires to retain the Employee as a Director and
executive officer on behalf of the Company and the Employee desires to
be retained in that capacity upon the terms and conditions hereinafter
set forth. In consideration of the foregoing premises, the mutual
promises and agreements hereinafter set forth, and such other and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Employee agree as follows:
1. Services. The Company hereby retains the Employee as a Director and as Vice
President and the Employee hereby accepts and agrees to such retention.
2. Term of Agreement. This option agreement shall begin on the date first
referred to above, and shall terminate five (5) years from the date thereof
unless extended by mutual agreement, or unless terminated at any time by
the Company for just cause being the Employee's negligence, dishonesty or
incapacity for any or no reason to perform services specified herein.
3. Option. The Company grants the Employee a further option (the "option") to
purchase up to 100,000 ordinary shares of common stock (the "Option
Shares") in the Company in accordance with the following schedule: at any
time on or before December 31, 2005 the Employee may purchase up to 100,000
Option Shares at a price of $1.50 per share in addition to any options
already granted to the employee. In the event that the Employee purchases
any or all Option Shares, then the Company shall provide to the Employee
shares of the free trading common stock of the Company registered under a
Form S-8 filed in accordance with the terms and conditions set forth under
the securities Xxx 0000, as amended. The Option and any exercise of Option
Shares shall at all times be conditional upon Employee not being, nor
having been in breach of this Agreement, and further upon Employee being an
employee of the Company at the time the option is exercised in the whole or
in part. In the event that this agreement is terminated either by the
Company or by the Employee the option shall lapse simultaneously and shall
cease to have any effect whatsoever, notwithstanding that any or all Option
Shares may not have been purchased by Employee.
4. Disclosure of Information. The Employee recognises and acknowledges that
the Employee has and will have access to certain confidential information
of the Company and its affiliates that are valuable, special and unique
assets and property of the Company and such affiliates. The Employee will
not, during or after the term of this agreement, disclose, without prior
written consent or authorisation of the Company, any such information to
any person, except to authorise representatives of the Employee or its
affiliates for the purposes of the services to be rendered under this
agreement, for any reason or purpose whatsoever. In this regard, the
Company agrees that such authorisation or consent to disclosure may be
conditioned upon the disclosure being made pursuant to a secrecy agreement,
protective order, provision of statute, rule, regulation or procedure under
which the confidentiality of the information is maintained in the hands of
the person to whom the information is to be disclosed or in compliance with
the terms of a judicial order or administrative process.
5. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the principle office
of each party. (b) Waiver of Breach. Any waiver by a party of a breach of
any provision of this agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the waiving party. (c)
Assignment. This agreement and the rights and obligations of the parties
hereunder are not assignable by either party. (d) Applicable Law. It is the
intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and under pursuant to the laws of the State of Nevada and
that in any action, special proceeding or other proceeding that may be
brought arising out of, in connection with or by reason of this Agreement,
the laws of the State of Nevada shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction
in which any special proceeding may be instituted..
(e) Severability. All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any
competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein. (f) Entire Agreement.
This Agreement constitutes and embodies the entire understanding and
agreement of the parties and supercedes and replaces all prior
understandings, agreements and negotiations between the parties. (g)
Counterparts. This agreement may be executed in counterparts, each of which
shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement effective as of the day and year above written
EMPLOYEE:
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Xxxxx X Xxxxxxxx
COMPANY: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.
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Xxxxx J Munaster
Duly Authorised Officer.
