CANEUM, INC.
GRANT OF STOCK OPTION
This Grant of Stock Option is hereby offered to Optionee with respect to
the following option grant (the "Option") to purchase shares of the Common
Stock of Caneum, Inc. (the "Corporation"):
Optionee: ______________________________________________________________
Grant Date: ____________________________________________________________
Vesting Commencement: __________________________________________________
Exercise Price: $_____ per share
Number of Option Shares: _____________ shares
Expiration Date: _______________________________________________________
Type of Option: _____ Non-Statutory
_____ Incentive Stock Option
Date Exercisable: Following Vesting
Vesting Schedule: ______________________________________________________
Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Company's 2002 Stock Option/Stock
Issuance Plan (the "Plan"). Optionee further agrees to be bound by the terms
of the Plan and the terms of the Option as set forth in the Stock Option
Agreement, a copy of which is attached hereto as Exhibit A.
Optionee understands that any Option Shares purchased under the Option
will be subject to the terms set forth in the Stock Purchase Agreement
attached hereto as Exhibit B. Optionee hereby acknowledges receipt of a copy
of the Plan in the form attached hereto as Exhibit C.
All capitalized terms in this Grant form shall have the meaning assigned
to them in this form or in the attached Plan.
By signing this form, you agree and consent to access the most recent annual
report of the Company on Form 10-KSB and any subsequent reports on Form
10-QSB or 8-K, as well as any amendments thereto, via the Internet instead of
receiving paper copies of these documents with this grant. These documents
may be accessed at the following website by typing in the name of the Company
where indicated: xxxx://xxx.xxx.xxx/xxxxx/xxxxxxxxxxx/xxxxxxxxxxxxx.xxxx.
Please note that there may be costs associated with electronic access, such
as usage charges for Internet service providers. These costs are your
responsibility.
Assuming that you are in agreement with the terms of this Grant of Stock
Option, please sign your name in the space indicated below.
Caneum, Inc.
By _________________________________
Xxxx Xxxx, Chairman
Compensation Committee
AGREED:
__________________________________
OPTIONEE
Address: _________________________
__________________________________
Exhibit A Stock Option Agreement
Exhibit B Stock Purchase Agreement
Exhibit C 2002 Stock Option/Stock Issuance Plan, as amended
Exhibit D 10(a) Prospectus dated June 19, 2006, as supplemented November 8,
2006
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EXHIBIT A
CANEUM, INC.
STOCK OPTION AGREEMENT
The Optionee agrees to be bound by the terms and conditions set forth
herein pursuant to the Grant of Stock Option form executed by the Optionee
(the "Grant Form").
RECITALS
A. The Board has adopted the 2002 Stock Option/Stock Issuance Plan
(the "Plan") for the purpose of retaining the services of selected Employees,
non-employee members of the Board or the Board of Directors of any Parent or
Subsidiary and consultants and other independent advisors in the service of
the Corporation (or any Parent or Subsidiary).
B. Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.
C. All capitalized terms in this Stock Option Agreement (the
"Agreement") shall have the meaning assigned to them in the Plan, except as
otherwise designated herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. The Corporation hereby grants to Optionee, as of
the grant date specified in the Grant Form (the "Grant Date"), an option to
purchase up to the number of shares subject to the option (the "Option
Shares") specified in the Grant Form. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
exercise price payable per Option Share as specified in the Grant Form (the
"Exercise Price").
2. Option Term. This option shall have a term commencing on the Grant
Date and shall accordingly expire at the close of business on the expiration
date specified in the Grant Form (the "Expiration Date"), unless sooner
terminated in accordance with Paragraph 5 or 6.
3. Limited Transferability. During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.
4. Dates of Exercise. This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Form. As
the option becomes exercisable for such installments, those installments
shall accumulate and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option
term under Paragraph 5 or 6.
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5. Cessation of Service. Except as provided in the Grant Form or the
Plan, the option term specified in Paragraph 2 shall terminate (and this
option shall cease to be outstanding) prior to the Expiration Date should the
Optionee cease to remain in Service as provided in the Plan, provided,
however, that notwithstanding the foregoing and notwithstanding the
provisions of paragraph II(B)(4)(a) of the Plan, the option may be exercised
up until the Expiration Date of the option. Except as provided in the Grant
Form or the Plan, during the limited period of post-Service exercisability,
this option may not be exercised in the aggregate for more than the number of
Option Shares in which Optionee is, at the time of Optionee's cessation of
Service, vested pursuant to the vesting schedule specified in the Grant Form.
Upon the expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this option shall terminate and cease to be outstanding for
any vested Option Shares for which the option has not been exercised. To the
extent Optionee is not vested in the Option Shares at the time of Optionee's
cessation of Service, this option shall immediately terminate and cease to be
outstanding with respect to those shares. In the event of a Corporate
Transaction, the provisions of Paragraph 6 shall govern the period for which
this option is to remain exercisable following Optionee's cessation of
Service and shall supersede any provisions to the contrary in this paragraph.
The election provided in Section II (B) (9) of the Plan to purchase shares
upon the exercise of the Option prior to the vesting dates shall cease upon
termination of Optionee's Service with the Company or an affiliate thereof
and may not be exercised after the date thereof.
6. Corporate Transaction
(a) The vesting provisions set forth in the Grant Form shall apply
in the event of a Corporate Transaction (as defined in the appendix to this
Agreement).
(b) Any unvested option shall immediately vest in its entirety
effective upon the time immediately prior to the consummation of a Corporate
Transaction .
(c) If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately
after such Corporate Transaction, to apply to the number and class of
securities which would have been issuable to Optionee in consummation of such
Corporate Transaction had the option been exercised immediately prior to such
Corporate Transaction, and appropriate adjustments shall also be made to (i)
the number and class of securities available for issuance under the Plan
following the consummation of such Corporate Transaction and (ii) the
Exercise Price, provided, the aggregate Exercise Price shall remain the same.
(d) This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell
or transfer all or any part of its business or assets.
7. Adjustment in Option Shares. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total
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number and/or class of securities subject to this option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a
dilution or enlargement of benefits hereunder.
8. Shareholder Rights. The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of
record of the purchased shares.
9. Manner of Exercising Option.
(a) In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:
(i) Execute and deliver to the Corporation a purchase
agreement in substantially the form of Exhibit B to the Grant Form (the
"Purchase Agreement") for the Option Shares for which the option is
exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares
in one or more of the following forms:
(A) cash or check made payable to the Corporation; or
(B) a promissory note payable to the Corporation, but
only to the extent authorized by the Plan Administrator in accordance with
Paragraph 13.
(C) in shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or
(D) to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure pursuant to
which Optionee (or any other person or persons exercising the option) shall
concurrently provide irrevocable instructions (a) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit
to the Corporation, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate Exercise Price payable for the
purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such
exercise and (b) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the
sale.
Except to the extent the sale and remittance procedure is utilized in
connection with the option exercise, payment of the Exercise Price must
accompany the Purchase Agreement delivered to the Corporation in connection
with the option exercise.
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(iii) Furnish to the Corporation appropriate documentation
that the person or persons exercising the option (if other than Optionee)
have the right to exercise this option.
(iv) Execute and deliver to the Corporation such written
representations as may be requested by the Corporation in order for it to
comply with the applicable requirements of Federal and state securities laws.
(v) Make appropriate arrangements with the Corporation (or
Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all federal, state and local income and employment tax withholding
requirements applicable to the option exercise.
(b) As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with
the appropriate legends affixed thereto.
(c) In no event may this option be exercised for any fractional
shares.
10. Compliance with Laws and Regulations.
(a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating thereto and
with all applicable regulations of any stock exchange (or the NASDAQ National
Market, if applicable) on which the Common Stock may be listed for trading at
the time of such exercise and issuance.
(b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to
obtain all such approvals.
11. Successors and Assigns. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee's assigns and the legal representatives, heirs
and legatees of Optionee's estate.
12. Notices. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices. Any notice
required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated below Optionee's signature
line on the Grant Form. All notices shall be deemed effective upon personal
delivery or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.
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13. Financing. The Plan Administrator may, in its absolute discretion
and without any obligation to do so, permit Optionee to pay the Exercise
Price for the purchased Option Shares by delivering a full-recourse,
interest-bearing promissory note secured by those Option Shares. The payment
schedule in effect for any such promissory note shall be established by the
Plan Administrator in its sole discretion.
14. Construction. This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator
with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest
in this option.
15. Shareholder Approval. If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common Stock
which may be issued under the Plan as last approved by the shareholders, then
this option shall be void with respect to such excess shares, unless
shareholder approval of an amendment sufficiently increasing the number of
shares of Common Stock issuable under the Plan is obtained in accordance with
the provisions of the Plan.
16. Additional Terms Applicable to an Incentive Option. To the extent
any option designated in the Grant Form as an Incentive Option would not
qualify in whole or in part for favorable tax treatment as an Incentive
Option at the time of exercise, such option may nevertheless be exercised by
the Optionee as a Non-Statutory Option.
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EXHIBIT B
CANEUM, INC.
STOCK PURCHASE AGREEMENT
AGREEMENT made this _____ day of _______________, 20____, by and between
Caneum, Inc., a Nevada corporation, and _________________, Optionee under the
Corporation's 2002 Stock Option/Stock Issuance Plan, as amended (the "Plan"),
the terms and conditions of which are hereby incorporated by this reference.
All capitalized terms in this Agreement shall have the meaning assigned
to them in the Plan, unless otherwise designated herein.
1. EXERCISE OF OPTION
1.1 Exercise. Optionee hereby purchases __________ shares of Common
Stock (the "Purchased Shares") pursuant to that certain option (the "Option")
granted Optionee on _______________, 20____ (the "Grant Date") to purchase up
to __________ shares of Common Stock (the "Option Shares") under the Plan at
the exercise price of $______ per share (the "Exercise Price").
1.2 Payment. Concurrently with the delivery of this Agreement to the
Corporation, Optionee shall pay the Exercise Price for the Purchased Shares
in accordance with the provisions of the Stock Option Agreement between the
Company and the Optionee and shall deliver whatever additional documents may
be required by the Stock Option Agreement as a condition for exercise.
1.3 Shareholder Rights. Optionee (or any successor in interest) shall
have all the rights of a shareholder (including voting, dividend and
liquidation rights) with respect to the Purchased Shares, subject, however,
to the transfer restrictions of Sections B and C.
2. SPECIAL TAX ELECTION
In the event the Purchased Shares include Option Shares which have not
yet vested as of the date hereof, the acquisition of the Purchased Shares may
result in adverse tax consequences which may be avoided or mitigated by
filing an election under Code Section 83(b). Such election must be filed
within thirty (30) days after the date of this Agreement. OPTIONEE SHOULD
CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF
ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING
THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S
SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION
UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.
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3. UNVESTED SHARE REPURCHASE OPTION
3.1 Grant of Unvested Share Repurchase Option. In the event the
Optionee's Service with the Corporation is terminated for any reason or no
reason, with or without cause, or if the Optionee, or any other holder of
Purchased Shares attempts to sell, exchange, transfer, pledge, or otherwise
dispose of (other than pursuant to a Corporate Transaction) any Unvested
Shares, as defined in section 3.2 below, (the "Unvested Shares"), the
Corporation shall have the right to repurchase the Unvested Shares under the
terms and subject to the conditions set forth in this section 3 (the
"Unvested Share Repurchase Option").
3.2 Unvested Shares Defined. The "Unvested Shares" shall mean, on any
given date, the number of Purchased Shares acquired upon exercise of the
Option which exceed the number of vested Option Shares held by Optionee
determined on such date.
3.3 Exercise of Unvested Share Repurchase Option. The Corporation may
exercise the Unvested Share Repurchase Option by written notice to the
Optionee within sixty (60) days after (i) termination of the Optionee's
Service (or exercise of Option, if later) or (ii) the Corporation has
received notice of the attempted disposition of the Unvested Shares. If the
Corporation fails to give notice within such sixty (60) day period, the
Unvested Share Repurchase Option shall terminate unless the Corporation and
the Optionee have extended the time for the exercise of the Unvested Share
Repurchase Option.
3.4 Payment for Shares and Return of Shares to Corporation. The
purchase price per share being repurchased by the Corporation shall be an
amount equal to the Exercise Price, as adjusted pursuant to Section II (F) of
the Plan (the "Repurchase Price"). The Corporation shall pay the aggregate
Repurchase Price to the Optionee in cash within thirty (30) days after the
date of the written notice to the Optionee of the Corporation's exercise of
the Unvested Share Repurchase Option. For purposes of the foregoing,
cancellation of any purchase money indebtedness of the Optionee to the
Corporation for the Unvested Shares shall be treated as payment to the
Optionee in cash to the extent of the unpaid principal and any accrued
interest cancelled. The Unvested Shares being repurchased shall be delivered
to the Corporation by the Optionee at the same time as the deliver of the
Repurchase Price to the Optionee.
3.5 Corporate Transaction. Upon the occurrence of a Corporate
Transaction, any and all new, substituted or additional securities or other
property to which the Optionee is entitled by reason of the Optionee's
ownership of Unvested Shares shall be immediately subject to the Unvested
Share Repurchase Option and included in the term "Unvested Shares" for all
purposes of the Unvested Share Repurchase Option with the same force and
effect as the Unvested Shares immediately prior to the Corporate Transaction.
While the aggregate Repurchase Price shall remain the same after such
Corporate Transaction, the Repurchase Price per Unvested Share upon exercise
of the Unvested Share Repurchase Option following such Corporate Transaction
shall be adjusted as appropriate.
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3.6 Stock Distributions Subject to Stock Option Agreement. If, from
time to time, there is any stock dividend, stock split or other change, as
described in Section II (F) of the Plan, in the character or amount of any of
the outstanding Common Stock which is subject to the provisions of the Stock
Option Agreement with the Optionee, then in such event any and all new,
substituted or additional securities to which the Optionee is entitled by
reason of Optionee's ownership of the Purchased Shares shall be immediately
subject to the Unvested Share Repurchase Option with the same force and
effect as the shares subject to the Unvested Share Repurchase Option
immediately before such event.
4. ESCROW
4.1 Establishment of Escrow. To ensure that Purchased Shares subject
to the Unvested Share Repurchase Option will be available for repurchase, the
Corporation may require the Optionee to deposit the certificate evidencing
the shares which the Optionee purchased upon exercise of the Option with an
agent designated by the Corporation under the terms and condition of an
escrow agreement approved by the Corporation. If the Corporation does not
require such deposit as a condition of exercise of the Option, the
Corporation reserves the right at any time to require the Optionee to so
deposit the certificate in escrow. Upon the occurrence of a Corporate
Transaction or a change described in Section II (F) of the Plan in the
character or amount of any of the outstanding Common Stock which is subject
to the provisions of the Stock Option Agreement, any and all new, substituted
or additional securities or other property to which the Optionee is entitled
by reason of the Optionee's ownership of the Purchases Shares that remain,
following such Corporate Transaction or change described in Section II (F) of
the Plan, subject to the Unvested Share Repurchase Option, shall be
immediately subject to the escrow to the same extend as such Purchased Shares
immediately before such event. The Corporation shall bear the expenses of
the escrow.
4.2 Delivery of Shares to Optionee. As soon as practicable after the
expiration of the Unvested Share Repurchase Option, but not more frequently
than twice each calendar year, the escrow agent shall deliver to the Optionee
the shares and any other property no longer subject to such restriction.
4.3 Notices and Payments. In the event the Purchased Shares and any
other property held in escrow are subject to the Corporation's exercise of
the Unvested Share Repurchase Option, the notices required to b given to the
Optionee shall be given to the escrow agent, and any payment required to be
given to the Optionee shall be given to the escrow agent. Within thirty (30)
days after the payment by the Corporation, the escrow agent shall deliver the
shares and any other property which the Corporation has purchased to the
Corporation and shall deliver the payment received from the Corporation to
the Optionee.
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5. LEGENDS
The Corporation may at any time place legends referencing the Unvested
Share Repurchase Option and any applicable federal, state, or foreign
securities law restrictions on all certificates representing Purchased
Shares. The Optionee shall, at the request of the Corporation, promptly
present to the Corporation any and all certificates representing the
Purchased Shares in the possession of the Optionee in order to carry out the
provisions of this Section. Unless otherwise specified by the Corporation,
legends placed on such certificates may include, but not be limited to, the
following:
5.1 "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
UNVESTED SHARE REPURCHASE OPTION IN FAVOR OF THE CORPORATION AND THE
REGISTERED HOLDER, OR SUCH XXXXXX'S PREDECESSOR IN INTEREST, A COPY OF WHICH
IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."
6. RESTRICTION ON TRANSFER OF SHARES
No Purchased Shares may be sold, exchanged, transferred (including,
without limitation, any transfer to a nominee or agent of the Optionee),
assigned, pledged, hypothecated or otherwise disposed of, including by
operation of law, in any manner which violates any of the provisions of the
Stock Option Agreement and, except pursuant to a Corporate Transaction, until
the date on which such shares become vested, and any such attempted
disposition shall be void. The Corporation shall not be required (i) to
transfer on its books any shares which will have been transferred in
violation of any of the provisions set forth in the Stock Option Agreement or
(ii) to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares will have
been so transferred.
7. GENERAL PROVISIONS
7.1 No Employment or Service Contract. Nothing in this Agreement or in
the Plan shall confer upon Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly
reserved by each, to terminate Optionee's Service at any time for any reason,
with or without cause.
7.2 Notices. Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or
upon deposit in the U.S. mail, registered or certified, postage prepaid and
properly addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or at such
other address as such party may designate by ten (10) days advance written
notice under this paragraph to all other parties to this Agreement.
7.3 No Waiver. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.
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8. MISCELLANEOUS PROVISIONS
8.1 Optionee Undertaking. Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation
may deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on either Optionee or the
Purchased Shares pursuant to the provisions of this Agreement.
8.2 Agreement is Entire Contract. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and
shall in all respects be construed in conformity with the terms of the Plan.
8.3 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
8.4 Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon Optionee, Optionee's permitted assigns and
the legal representatives, heirs and legatees of Optionee's estate, whether
or not any such person shall have become a party to this Agreement and have
agreed in writing to join herein and be bound by the terms hereof
IN WITNESS WHEREOF, each of the parties has executed this Agreement on
the respective day and year set forth below.
Caneum, Inc.
Date: ______________, 200____ By: _________________________________
Title: ______________________________
Address: ___________________________
_____________________________________
OPTIONEE
Date: ______________, 200____ _____________________________________
(Signature)
_____________________________________
(Print Name)
Address: ____________________________
_____________________________________
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SPOUSAL ACKNOWLEDGMENT
The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement. In consideration of the Corporation's
granting Optionee the right to acquire the Purchased Shares in accordance
with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms of such Agreement, including (without
limitation) the Unvested Share Repurchase Option.
_____________________________________
OPTIONEE'S SPOUSE
Address: ____________________________
_____________________________________
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