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Exhibit 10.2
OPTION AGREEMENT
OPTION AGREEMENT, dated as of August 8, 2000 (the "Option
Agreement"), by and between Pro Net Link Corp., a Nevada corporation (the
"Company") and GlobalNet Ventures Partners, Inc., a Delaware corporation (the
"Optionee").
WHEREAS, the Company has adopted the Pro Net Link Corp. Stock
Option Plan (the "Plan");
WHEREAS, the Company and the Optionee are parties to an
Agreement, dated of even date herewith (the "Agreement"), pursuant to which the
Company agreed to grant to the Optionee certain options to purchase shares of
the Company's stock; and
WHEREAS, the Board of Directors of the Company (the "Board")
has determined, as expressed in a Unanimous Written Consent of the Board dated
of even date herewith, that it is desirable and in the best interest of the
Company to grant to the Optionee the stock option referred to above as an
incentive for the Optionee to advance the interests of the Company.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF OPTION.
(a) Pursuant to the Plan, a copy of which is attached
hereto as Exhibit A, and subject to the terms and conditions set forth herein
and therein, the Company hereby grants to the Optionee the right and option (the
"Option") to purchase all or any part of 15% of the current shares and all other
Common Shares, options, warrants, convertible preferred shares or convertible
debts or options after issue of such shares (i.e. on a fully diluted basis) (the
"Option Shares") of the Company's Common Stock, $.001 par value per share (the
"Common Stock").
(b) The Option is not intended to qualify as an
incentive stock option, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended.
2. CONSTRUCTION.
Any capitalized, defined or other terms not herein defined
shall have the meaning ascribed to them in the Agreement.
3. PURCHASE PRICE.
The purchase price (the "Purchase Price") of the Option Shares
shall be $1.89 per share (which is the lesser of (i) the closing price of the
Common Stock on the trading day immediately preceding the date of the execution
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hereof and (ii) the 60 day rearward looking average closing price of the Common
Stock on the trading day immediately preceding the date of the execution of this
Option Agreement).
4. TIME OF EXERCISE; TERM.
(a) The Option shall become exercisable, on a
cumulative basis, as to 15% of the Option Shares immediately as of the date
hereof, as to 35% of the Option Shares, in equal monthly installments during the
period commencing on the one month anniversary hereof and expiring on the nine
month anniversary hereof, and as to the remaining 50% in equal quarterly
installments during the period commencing on the one year anniversary hereof and
expiring on the two year anniversary hereof.
(b) Notwithstanding the foregoing, in the event that
(i) the Board accelerates the termination of the Agreement pursuant to Section
18 of such Agreement, or (ii) there is a change in control of the Company, the
Options shall become immediately exercisable with respect to 100% of the Option
Shares. For purposes of this Section 4, a change in control of the Company shall
mean (X) any time during the term hereof when individuals who are members of the
Board as of the date hereof (together with any new Directors whose election by
such Board members was approved by a vote of 51% or more of the directors who
are members of the Board as of the date hereof) cease for any reason to
constitute a majority of the members of the Board then in office, or (Y) the
occurrence of any consolidation or merger of the Company with or into any other
corporation or entity or person (whether or not the Company is the surviving
corporation), or any other corporate reorganization or transaction or series of
related transactions in which in excess of 50% of the Company's voting power is
transferred through a merger, consolidation, tender offer or similar
transaction.
(c) Notwithstanding the foregoing, in the event the
Agreement is modified pursuant Section 11 or Section 12 of such Agreement,
subsequent to such modification, (i) in the event the Agreement is modified due
to the death or disability, as the case may be, of Xxxx X. Xxxx, the Option
shall terminate with regard to 60% those Option Shares that have not previously
become exercisable, and the remaining 40% of such Option Shares not previously
exercised shall become exercisable in accordance with paragraph (a) of this
Section 4, and, (ii) in the event the Agreement is modified due to the death or
disability, as the case may be, of Xxxxx Xxxxxx, the Option shall terminate with
regard to 40% those Option Shares that have not previously become exercisable,
and the remaining 60% of such Option Shares not previously exercised shall
become exercisable in accordance with paragraph (a) of this Section 4.
(d) Subject to the earlier expiration as expressly
provided in Paragraph 7 hereof, the Option shall expire and cease to have any
force or effect on the day before the tenth anniversary of the date hereof.
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5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) The aggregate number of Option Shares and the
Purchase Price shall be appropriately adjusted by the Board for any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares, or the payment of a stock dividend or
other increase or decrease in such shares, effected without receipt of
consideration by the Company.
(b) Any adjustment under this Paragraph 5 in the
number of Option Shares shall apply proportionately to only the unexercised
portion of the Option. If fractions of a share would result from any such
adjustment, the adjustment shall be revised to the next lower whole number of
shares.
6. METHOD OF EXERCISING OPTION AND WITHHOLDING.
(a) The Option shall be exercised by the delivery by
the Optionee to the Company at its principal office (or at such other address as
may be established by the Board) of written notice of the number of Option
Shares with respect to which the Option is exercised, accompanied by payment in
full of the aggregate Purchase Price for such Option Shares. Payment for such
Option Shares shall be made (i) in U.S. dollars by personal check, bank draft or
money order payable to the order of the Company, by money transfers or direct
account debits; (ii) through the delivery or deemed delivery based on
attestation to the ownership of shares of Common Stock held by the Optionee for
a period of at least six months having a fair market value equal to the total
payment due; or (iii) by a combination of the methods described in (i) and (ii)
above.
(b) The Company's obligation to deliver shares of
Common Stock upon the exercise of the Option shall be subject to the payment by
the Optionee of any applicable federal, state and local withholding tax. The
Company shall, to the extent permitted by law, have the right to deduct from any
payment of any kind otherwise due to the Optionee any federal, state or local
taxes required to be withheld with respect to such payment.
7. TERMINATION OF AGREEMENT.
(a) If the Agreement shall be terminated (i)
voluntarily by the Optionee within one year of the date of the execution of such
Agreement or (ii) by the Company at any time for "Cause" (as defined in the
Agreement), the Option to the extent not theretofore exercisable shall expire
forthwith. The Option to the extent exercisable on the date of such termination
may be exercised at any time within three months after such termination. The
Option, to the extent unexercised, shall expire on the date three months after
the termination of the Agreement.
(b) If the Agreement shall terminate other than
voluntarily by the Optionee or by the Company for Cause or pursuant to Section
13 of the Agreement, one hundred percent (100%) of the portion of the Option not
therefore exercisable shall immediately be exercisable. The Option to the extent
then exercisable may be exercised at any time within one year after the
termination of the Agreement. The Option to the extent unexercised, shall expire
one year after the termination of the Agreement.
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(c) If the Agreement shall be terminated voluntarily
by the Optionee after the first-year anniversary of the execution of such
Agreement or pursuant to Section 13 of the Agreement, the Option to the extent
exercisable as of such date shall remain exercisable at any time within one year
after the termination of the Agreement. The Option, to the extent not exercised,
shall expire one year after the termination of the Agreement.
(d) In the event of a termination pursuant to the
provisions of Paragraph 7(a), the exercise of the Option after the termination
of the Agreement shall be subject to satisfaction of the condition precedent
that the Optionee has not breached any material provision of any Operative
Agreement (as defined in the Agreement).
8. TRANSFER AND INVESTMENT REPRESENTATION; LOCK-UP AGREEMENT.
(a) The Option is not transferable other than to a
successor in interest to the Optionee, and the Option may be exercised only by
the Optionee. Any attempt to transfer the Option in contravention of this
subparagraph (a) is void ab initio. The Option shall not be subject to
execution, attachment or other process.
(b) The Optionee represents that, unless at the time
of exercise of the Option the Option Shares are registered under the Securities
Act of 1933, any and all Option Shares purchased hereunder shall be acquired for
investment only and without a view to the resale or distribution thereof. If the
Option Shares are not so registered, certificates for the Option Shares shall
bear a legend reciting the fact that such Option Shares may only be transferred
pursuant to an effective registration statement under the Securities Act of 1933
or an opinion of counsel to the Company (or an opinion of counsel to the
Optionee reasonably satisfactory to the Company) that such registration is not
required. The Company may also issue "stop transfer" instructions with respect
to such Option Shares while they are subject to such restrictions.
(c) The Company shall use its reasonable efforts to
have the Option Shares listed on each securities exchange on which the Common
Stock is then listed as promptly as possible. The Company shall not be obligated
to issue or sell any Option Shares until they have been listed on each
securities exchange on which the Common Stock is then listed.
(d) The Optionee, if requested by the Company, hereby
irrevocably agrees not to sell, contract to sell, grant any option to purchase,
transfer or dispose of any interest in the Options or the Option Shares during
the 180-day period following the effective date of a registration statement
filed under the Securities Act of 1933, as amended, or such shorter period of
time as the Company may specify. The Optionee further agrees to sign such
documents as may be requested by the Company to effect the foregoing and agrees
that the Company may impose stop-transfer instructions with respect to such
Option shares subject to the end of such period.
(e) Nothing herein is intended to limit the rights of
the Optionee under the Registration Rights Agreement, dated August 2, 2000,
between the Company, the Optionee and certain other parties thereto.
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9. NO RIGHTS IN OPTION SHARES.
The Optionee shall have none of the rights of a
shareholder with respect to the Option Shares unless and until issued to it upon
exercise of the Option.
10. NO RIGHT TO CONTINUE THE TERM.
Nothing contained herein shall be deemed to confer
upon the Optionee any right to continue the Term other than as provided in the
Agreement.
11. GOVERNING LAW/JURISDICTION.
This Option Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to principles of conflict of laws. The parties hereto agree that any
disagreement or dispute arising directly, indirectly, or otherwise in connection
with, out of, related to, or from this Option Agreement, any breach hereof, or
any transaction covered hereby, or any proceeding brought by a party to enforce
any right, assert any claim, or obtain any relief whatsoever in connection with
this Option Agreement, shall be brought by such party and resolved exclusively
within the State of New York. Accordingly, the parties hereto consent and submit
to the exclusive personal jurisdiction of the federal and state courts located
within the State of New York, U.S.A. The parties hereto further agree that any
such action or proceeding brought by a party to enforce any right, assert any
claim, or obtain any relief whatsoever in connection with this Option Agreement
shall be brought by such party exclusively in the federal or state courts
located within the State of New York.
12. ENTIRE AGREEMENT.
This Option Agreement, the Plan, the Operative
Agreements, and the agreements ancillary thereto contain the entire
understanding and agreement between the parties hereto regarding the subject
matter hereof and supercede all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with
respect thereto.
13. AMENDMENT OR WAIVER.
No provision in this Option Agreement may be amended
unless such amendment is agreed to in writing and signed by each of the parties
hereto. No waiver by either party of any breach by the other party of any
condition or provision contained in this Option Agreement to be performed by
such other party shall be deemed a waiver of a similar or dissimilar condition
or provision at the same or any prior or subsequent time. Any waiver must be in
writing and signed by each of the parties hereto.
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14. SEVERABILITY.
In the event that any provision or portion of any
provision of this Option Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions and
portions remaining of any provisions of this Option Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
15. NOTICES.
Any notice required or permitted hereunder to be
given to a party hereto shall be effective only if given in writing and shall be
deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested or by Federal Express
or other similar service, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may hereinafter specify
by notice to the other party:
If to the Company:
Pro Net Link Corp.
000 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx Collardeau
with a copy to:
Kronish Xxxx Xxxxxx & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Esq.
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If to Optionee:
GlobalNet Venture Partners
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Attention: Xxxxxx Xxxxxxxxx, Esq.
with a copy to:
Xxxxxxxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
16. EXECUTION OF OPTION AGREEMENT AND FURTHER ASSURANCES.
This Option Agreement may be executed in several
counterpart copies each of which shall constitute an original and the same
instrument notwithstanding that both parties hereto are not signatories to the
same counterpart. The parties hereto agree to execute such other documents and
to take such other action as may be necessary or appropriate to carry out the
intent of this Option Agreement, provided that the same are not inconsistent
with the provisions hereof.
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IN WITNESS WHEREOF, the parties have executed this
Option Agreement as of the day and year first above written.
GLOBALNET VENTURES PARTNERS, INC.
By:/s/ Xxxxxx X. Xxxxxxxxx, Esq.
_______________________________
Name: Xxxxxx X. Xxxxxxxxx, Esq.
Title: Principal
PRO NET LINK CORP.
By: /s/ Xxxx Xxxxxx Collardeau
______________________________
Name: Xxxx Xxxxxx Collardeau
Title: President
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Exhibit A
[Exhibit A to this document is attached as Exhibit 10 to the Form 10-Q filed by
the Company on May 15, 2000]
