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EXHIBIT 10.3
STOCK OPTION AGREEMENT
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STOCK OPTION AGREEMENT ("Agreement"), dated as of August 3, 1999,
between Intrenet, Inc., an Indiana corporation (the "Company"), and Xxxx X.
Xxxxxxx (the "Participant").
W I T N E S S E T H:
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WHEREAS, the Participant has been granted options (the "Options") to
purchase shares of the Company's Common Stock, without par value (the "Common
Stock"), pursuant to the Company's 1993 Stock Option and Incentive Plan (the
"Plan"); and
WHEREAS, the parties hereto desire by this Agreement to document the
grant of the Options, but intend that, except to the extent set forth herein,
all of the terms and conditions of the Options shall be as contained in the
Plan.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Plan, the parties hereto
hereby agree as follows:
1. THE OPTIONS. Subject to the terms and conditions set forth herein
and in the Plan, the Company's Incentive Compensation Committee has granted the
Participant Options to purchase 100,000 shares of the Common Stock (the
"Shares") at an exercise price of $2.8125 per Share (the last reported sale
price of the Common Stock on August 2, 1999) exercisable immediately for a
period of five (5) years from the date of this Agreement.
2. EXERCISE. The Options may be exercised by the Participant only at
the times and in the manner set forth herein and in the Plan.
3. NONQUALIFIED STOCK OPTIONS. It is understood that the Options are
not intended to qualify under Section 422 of the Internal Revenue Code of 1986,
as amended.
4. SECTION 83(b) ELECTION. In the event that the Participant makes an
election under Section 83(b) of the Code with respect to the Options or the
Shares issuable upon the exercise thereof, the Participant shall notify the
Company of such election within five business days thereafter.
5. REPRESENTATIONS AND WARRANTIES OF PARTICIPANT. The Participant
represents and warrants to the Company that:
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(a) he has received and carefully reviewed a copy of
the Plan; and
(b) he understands that neither the Options nor any
of the rights and interests under the Plan or hereunder may be assigned,
encumbered or otherwise transferred (collectively, "Transferred") except,
in the event of his death, by will or the laws and descent and
distribution.
6. PLAN CONTROLLING. The parties agree that, except to the extent set
forth herein, all of the terms and conditions of the Options are contained in
the Plan and there are no other agreements, written or oral, with respect
thereto. Neither this Agreement nor the existence of the Options shall be
construed as giving Participant any right to be retained in the employ of the
Company or any of its affiliates.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first hereinabove written.
INTRENET, INC.
By /S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx,
Chairman of the Board
/S/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, Participant
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