Exhibit 10.15
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of November 1, 1998, by and between R & D
Technology, Inc., a Nevada corporation (the "Company") and Xxxxx X. Xxxxx
("Optionee").
1. Grant. For good and valuable consideration, receipt of which is
hereby acknowledged, the Company hereby grants to the Optionee an option (the
"Option") to purchase up to two million (2,000,000) shares of Common Stock of
the Company, par value $.001 per share, at an exercise price of fifty cents
($.50) per Share.
2. Term. This Option shall expire at the close of business on the last
day of the month occurring three (3) years from the date set forth above.
3. Method and Time of Exercise. The Option may be exercised in whole or
in part by written notice delivered to the Company stating the number of shares
with respect to which the Option is being exercised, together with a check
payable to the Company in the amount of the purchase price of such shares plus
applicable Federal, state and local withholding taxes and any written statement
required by Paragraph 8, provided that the Optionee shall be entitled to pay all
or part of the exercise price by cancellation in full of indebtedness owed to
the Optionee, if any, by the Company for services which have been rendered or
expenses which have been incurred by the Optionee as a consultant to or employee
of the Company.
4. Tax Withholding. As a condition to exercise of this Option, the
Company may require the Optionee to pay over to the Company all applicable
federal, state and local taxes which the Company is required to withhold with
respect to the exercise of this Option. Upon notification by the Company and
upon the request of the Optionee, the minimum statutory withholding requirements
may be satisfied by withholding of shares of Common Stock otherwise issuable to
the Optionee upon exercise of this Option.
5. Service as a Consultant or Employee. Nothing in this Option shall
confer upon the Optionee any right to perform services for the Company or shall
restrict in any way the right of the Company to discharge or terminate the
Optionee any time for any reason whatsoever. This Option shall not terminate as
a result of the termination of Optionee's services as independent contractor or
consultant to or employee of the Company.
6. Rights as Shareholder; Adjustments. The Optionee shall have no
rights as shareholder with respect to the Common Stock of the Company covered by
the Option until the due and valid exercise of any portion of this Option. If
there is any change in the capital structure of the company affecting in any
manner the outstanding shares of Common stock of the Company, whether by stock
dividend, stock split, reclassification or recapitalization or because the
Company has merged or consolidated with one or more corporations then the number
of shares of Common Stock then subject to the Option and the price to be paid
therefor shall be appropriately adjusted by the Board of Directors, provided
that no fractional shares shall be issued or issuable and further provided that
the adjustment shall not be to the aggregate purchase price to be paid for
exercise of the entire remaining option but shall be to the exercise price per
share of Common Stock. No adjustment shall be made for reverse stock splits or
for cash dividends or stock rights for which the record date is prior to the
date of exercise of applicable portions of this option.
7. Non-Transferability; Restrictions on Resale. The Optionee agrees
that the Option and the underlying shares of Common Stock to be issued pursuant
to exercise thereof are being acquired for investment and not with a view to
distribution and that appropriate legend(s) may be placed on any certificates
evidencing such option and/or shares. This Option and the underlying shares may
not be assigned or transferred (except by will or the laws of descent and
distribution) unless there is at the time a registration statement in effect
covering the securities to be assigned or transferred or an opinion of Company
counsel (paid for by the transferor) that such assignment or transfer is exempt
from the requirement of registration, based upon such representations as shall
be required by such counsel.
8. Registration. The Company agrees that if within a period of three
(3) years following the above date the Company shall register for public sale
under the US Federal securities laws or any exemption therefrom any shares of
its Common Stock, the Company will provide at least thirty (30) days prior
notice of such intention to the Holder and within twenty (20) days of receiving
such notice the Holder shall notify the Company of intention to include the
Common Stock underlying this Option in the registration statement. The Holder
shall at the time of registration execute a holdback agreement in form and
substance acceptable to the Company whereby the Holder agrees to wait until
after such other shares are sold before the Holder's registered shares are
offered or sold.
9. Notice. Notice hereunder to be effective shall be in writing
addressed as set forth below and delivered or deposited with prepaid postage in
a U.S. Postal Service or other express mail depository,
If to the Company: R & D Technology, Inc.
c/o Marks and Devin
00000 Xxxxxxxxx Xx., Xxx 000
Xxxxxxxxx, XX 00000
If to the Optionee: Xxxxx X. Xxxxx
00000 Xxxxxx Xx.
Xxxxxxx Xxxx, XX 00000
10. Miscellaneous. In the event that any provision of this Agreement is
found to be invalid or otherwise unenforceable under any applicable law, such
invalidity shall not thereby render any other provision of this Agreement
invalid. This Agreement shall bind the successors and assigns of the parties.
This Agreement shall be interpreted and enforceable under the laws of the State
of Nevada. This Agreement may be executed in multiple counterparts.
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IN WITNESS WHEREOF, the parties have hereunto set their hand as of the
above date pursuant to due authority.
R & D Technology, Inc.
By /s/ Xxxxx Xxxxx, President
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By /s/ (Unintelligible)
---------------------------------
OPTIONEE:
/s/ Xxxxx Xxxxx
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