EXHIBIT 10.3
RENEGADE VENTURE (NEV.) CORPORATION
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Compensatory
STOCK OPTION
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OPTION TO PURCHASE
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No. CSO - 001 **500,000** SHARES
Under the RENEGADE VENTURE (NEV.) CORPORATION
1997 Compensatory Stock Option Plan
This COMPENSATORY STOCK OPTION, dated as of May 5, 1999 ("Date of Grant"),
is granted by RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation
("Company"), to XXXXX X. XXXXXX ("Optionee"), whose status under such plan is:
executive officer and director.
WHEREAS, the Optionee is now an employee or director of the Company or a
parent or subsidiary thereof, or an attorney, consultant, adviser or other
provider of services to the Company or parent or subsidiary thereof and the
Company desires to have the Optionee remain in its employ or service and desires
to encourage stock ownership by the Optionee and to increase the Optionee's
proprietary interest in the Company's success; and as an inducement thereto has
determined to grant to the Optionee the option herein provided for, so that the
Optionee may thereby be assisted in obtaining an interest, or an increased
interest, as the case may be, in the stock ownership of the Company;
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto hereby agree as follows:
1. Grant. Pursuant to its 1997 Compensatory Stock Option Plan (the "Plan"),
the Company hereby grants to the Optionee an option (the "Option") to purchase
500,000 shares of the Company's common stock, $0.001 par value per share (the
"Option Shares") at the price of $0.05 per share (the "Purchase Price" or
"Exercise Price"). Both the Purchase Price and the number of Option Shares
purchasable may be adjusted pursuant to Paragraph 8 hereof.
2. Term and Vesting. The Option granted herein is fully vested on the date
of grant and is exercisable in whole or from time to time in part during the
period beginning on the Date of Grant, ending at 5:00 o'clock p.m. (Mountain
Time) on May 4, 2002, except as provided in Paragraph 6 hereof or otherwise
herein.
3. Exercise of Option. (a) During the Optionee's life, this Option may only
be exercised by Optionee or a permitted assign. This Option may only be
exercised by presentation at the principal offices of the Company of written
notice to the Company's Secretary advising the Company of the Optionee's
election to purchase Option Shares, specifying the number of Option Shares being
purchased, accompanied by payment. No Option Shares shall be issued until full
payment is made therefor. Payment shall be made by any one or more of the
following means: (i) in cash, represented by bank or cashier's check, certified
check or money order, or made by bank wire transfer; (ii) by offsetting against
the purchase price a cash obligation of the Company owed to Optionee which is
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both liquidated (meaning the dollar amount is fixed and known or easily
determinable) and uncontested; (iii) with the prior approval of the Committee,
by delivering shares of the Company's Common Stock which have been beneficially
owned by the Optionee, the Optionee's spouse or both of them, for a period of at
least six (6) months prior to the time of exercise (the "Delivered Stock"), the
Delivered Stock to be valued by the Committee in good faith at its Fair Market
Value on the date of exercise; (iv) with the prior approval of the Committee, by
delivery of shares of corporate stock which are freely tradeable without
restriction and which are part of a class of securities which has been listed
for trading on the Nasdaq National Market System, the Nasdaq Small Cap Market or
a national securities exchange, with an aggregate Fair Market Value on the date
of exercise equal to or greater than the exercise price of the Option Shares
being purchased under this Option ("Other Shares"); or (v) with the prior
approval of the Committee, by delivering to the Company the Optionee's personal
recourse promissory note, adequately secured by property other than the Option
Shares thereby purchased, containing such terms and conditions as the Committe
shall determine. The "fair market value" of a share of common stock as of a
given date shall be: (i) the last sale price of a share of the Company's Common
Stock on the principal exchange, Nasdaq National Market System, Nasdaq Small Cap
Market, or other quotation medium on which shares of the stock are then traded
or quoted, or (ii) if the stock is not publicly traded, the fair market value
established by the Committee acting in good faith.
(b) An Option shall be deemed exercised when written notice thereof,
accompanied by the appropriate payment in full, is received by the Company. No
holder of an Option shall be, or have any of the rights and privileges of, a
shareholder of the Company in respect of any Option Shares purchasable upon
exercise of an Option unless and until certificates evidencing such shares shall
have been issued by the Company to him, her or it.
4. Issuance of Option Shares; Registration. Upon proper exercise of this
Option, the Company shall mail or deliver to the Optionee, as promptly as
practicable, a stock certificate or certificates representing the Option Shares
purchased. The Company shall not be required to sell or issue any shares under
the Option if the issuance of such shares shall constitute a violation of any
applicable law or regulation or of any requirements of any securities exchange
or quotation medium upon which the Company's common stock may be listed. If the
Option Shares have not been registered under the Securities Act of 1933, as
amended (the "Act"), at the time of issuance, then the shares shall be deemed
"restricted securities" within the meaning of Rule 144 under the Act, and all
certificates evidencing the Option Shares shall, until removed in accordance
with law, bear an appropriate legend restricting transfer thereof, and a stop
order shall be placed in the Company's transfer records in respect of the
shares. In addition to such restrictions, Optionee must satisfy the Company, by
appropriate investment representations or otherwise, that the Option Shares are
being acquired for investment and not with a view to the resale or distribution
of them.
The Company agrees that it will at its expense register the Option Shares,
prior to their issuance, under the Act under cover of Form S-8, if such form is
available. If Form S-8 has been withdrawn and no similar form then is available,
then the Company shall, upon registering any of its authorized but unissued
shares for sale for cash, be required to register the Option Shares at its
expense along with such other shares on the same registration statement,
provided Optionee timely and fully provides any information and documentation
requested by the Company and required for purposes of such registration
statement or the included prospectus. Optionee shall in such event be given
prior notice of such registration statement and adequate time to provide such
information and documentation and to review the registration statement and
included prospectus. This Paragraph shall not be deemed to limit any obligations
of the Company to register the Option Shares existing under any other contract
or agreement.
5. Limitations on Transfer or Encumbrance of this Option. This Option may
not be transferred or assigned in any manner by the Optionee, except by will or
trust upon the Optionee's death, or under the laws of descent and distribution,
or pursuant to a "qualified domestic relations order" as defined in Title I of
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the Employee Retirement Income Security Act. The same restrictions on transfer
or assignment shall apply to any heirs, devisees, beneficiaries, legal
representatives or other persons acquiring this Option or an interest herein
under such an instrument or by operation of law. Further, this Option shall not
be pledged, hypothecated or otherwise encumbered, by operation of law or
otherwise, nor shall it be subject to execution, attachment or similar process.
Any attempt to transfer or otherwise dispose of this Option in contravention of
its terms shall void this Option.
6. Termination of Service, Death, or Disability. (a) Except as may be
otherwise expressly provided in this Agreement, this Option shall terminate
automatically:
(i) Upon termination of the Optionee's employment with the Company for
cause;
(ii) At the expiration of two (2) months from the date of the Optionee's
resignation or termination of the Optionee's employment or
relationship as a consultant or director with the Company without
cause, for any reason other than death; provided, that if the Optionee
dies within such period, subclause (iii) below shall apply; or
(iii) At the expiration of fifteen (15) months after the date of death of
the Optionee.
However, if termination is due to the Optionee's "permanent and total
disability" within the meaning of Section 422(c)(6) of the Code, this Option may
be exercised at any time within twelve (12) months following termination of
employment or relationship as a consultant or director.
(b) "Employment with the Company" shall include employment or relationship
as consultant, adviser or director with the Company or any parent or subsidiary
of the Company, and this Option shall not be affected by the Optionee's transfer
of employment among the Company and any parent or subsidiary thereof. An
Optionee's employment with the Company shall not be deemed interrupted or
terminated by a bona fide leave of absence (such as sabbatical leave or
employment by the Government) duly approved, military leave or sick leave. This
Option shall not be affected in the event the Optionee suffers a significant
diminution in his duties or any significant reduction in his overall
compensation. As to consultants, advisers or other non-employee providers of
services, employment with the Company shall be deemed to cease upon formal
termination of the Optionee's engagement. Further, if this Option vests over
time, any portion not vested at the time of termination of employment or
relationship as a director or consultant with the Company shall lapse as if
never granted.
(c) After the death of the Optionee, his executors, administrators or
personal representatives, or any person or persons to whom the Option may be
transferred by will, trust or by the laws of descent and distribution, shall
have the right, at any time prior to termination hereof, to exercise this Option
pursuant to its terms. However, nothing contained in this Option shall be
construed to extend its term or to permit exercise of this Option after
expiration of its term, nor shall it be construed to increase the number of
shares as to which this Option is exercisable from the amount exercisable on the
date of termination of the Optionee's employment or relationship as a consultant
or director.
(d) This Option confers no right upon the Optionee with respect to the
continuation of his employment (or his position as an officer, director or other
provider of services) with the Company or any parent or subsidiary of the
Company, and shall not interfere with the right of the Company, or any parent or
subsidiary of the Company, to terminate such relationship(s) at any time in
accordance with law and any agreements then in force.
7. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to Option Shares until the date of issuance of a stock
certificate for such shares. No adjustment for dividends, or otherwise, except
as provided in Paragraph 9, shall be made if the record date therefor is prior
to the date of exercise of such Option.
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8. Changes in the Company's Capital Structure. The existence of this Option
shall not limit or affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Option
Shares or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
The Option Shares are shares of the Common Stock of the Company as currently
constituted. In certain instances, the number of Option Shares purchasable and
the exercise price of this Option shall be adjusted as provided herein. Every
adjustment in this Option shall be made without change in the total exercise
price payable but with a corresponding adjustment in the exercise price per
share and number (and if applicable, kind) of Option Shares purchasable. In the
event of the dissolution or liquidation of the Company, any outstanding and
unexercised options shall terminate as of a future date to be fixed by the
Committee.
(a) If, prior to the Company's delivery of all the Option Shares subject to
this Option, the Company shall effect a subdivision (split) or combination
(reverse split) of shares or other capital readjustment, the payment of a common
stock dividend, or other increase or reduction of the number of shares of common
stock outstanding, without receiving compensation therefor in money, services or
property, then (i) in the event of an increase in the number of such shares
outstanding, the Purchase Price shall be proportionately reduced and the number
of Option Shares then still purchasable shall be proportionately increased; and
(ii) in the event of a reduction in the number of such shares outstanding, the
Purchase Price payable per share shall be proportionately increased and the
number of Option Shares then still purchasable shall be proportionately reduced.
If the Company shall effect any change in the nature of a recapitalization or
reclassification which changes the Common Shares into a different class or type
of shares, then this Option shall thereafter permit the purchase of such number
of the different class or type of shares into which the number of Option Shares
purchasable (if then outstanding) would have been changed as of the date of the
change.
(b) If, prior to the Company's delivery of all the Option Shares subject to
this Option, the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation, by reason of
reorganization, merger, consolidation, share exchange or other business
combination in which the Company is the surviving parent corporation,
appropriate adjustment shall be made in the number and kind of shares as to
which this Option shall be exercisable, to the end that the proportionate
interest of the Optionee shall, to the extent practicable, be maintained as
before the occurrence of such event.
(c) For purposes of this Paragraph, the term "Reorganization" shall mean
any reorganization, merger, consolidation, share exchange, or other business
combination pursuant to which the Company is not the surviving parent
corporation after the effective date of the Reorganization, or any sale or lease
of all or substantially all of the assets of the Company, and the term
"Reorganization Agreement" shall mean a plan or agreement with respect to a
Reorganization. Nothing herein shall require the Company to adopt a
Reorganization Agreement, or to make provision for the adjustment, change,
conversion, or exchange of any Options, or the shares subject thereto, in any
Reorganization Agreement which it does adopt. In the event of a Reorganization
(as hereinafter defined), then,
(i) If there is no Reorganization Agreement, or if the Reorganization
Agreement does not specifically provide for the adjustment, change,
conversion, or exchange of the outstanding and unexercised options for cash
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or other property or securities of another corporation, then any
outstanding and unexercised options shall terminate as of a future date to
be fixed by the Committee; or,
(ii) If there is a Reorganization Agreement, and the Reorganization
Agreement specifically provides for the adjustment, change, conversion, or
exchange of the outstanding and unexercised options for cash or other
property or securities of another corporation, the Committee shall adjust
the shares under such outstanding and unexercised options, and shall adjust
the shares remaining under the Plan which are then available for the
issuance of options under the Plan if the Reorganization Agreement for the
adjustment, change, conversion, or exchange of such options and shares.
(iii) The Committee shall provide to each Optionee then holding an
outstanding and unexercised Option not less than thirty (30) calendar Days'
advance written notice of any date fixed by the Committee pursuant to this
Paragraph 13 and of the terms of any Reorganization Agreement providing for
the adjustment, change, conversion, or exchange of outstanding and
unexercised Options. Except as the Committee may otherwise provide, each
Optionee shall have the right during such period to exercise his Option
only to the extent that the Option was exercisable on the date such notice
was provided to the Optionee.
(d) Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the Purchase Price or the number of Option Shares then
subject to this Option.
9. Withholding Taxes. Pursuant to applicable federal and state laws, the
Company may be required to collect withholding taxes upon any exercise of this
Option. The Company may require, as a condition to any exercise of this Option,
that the Optionee concurrently pay to the Company the entire amount or a portion
of any taxes which the Company is required to withhold by reason of such
exercise, in such amount as the Board of Directors or Compensation Committee of
the Board in its discretion may determine. In lieu of part or all of any such
payment, the Optionee may elect, with the consent of the Board of Directors or
Compensation Committee, to have the Company withhold from the Option Shares to
be issued upon exercise of this Option that number of shares having a fair
market value equal to the amount which the Company is required to withhold.
10. Notices, etc. Any notice hereunder by the Optionee shall be given to
the Company in writing, and such notice and any payment by the Optionee
hereunder shall be deemed duly given or made only upon receipt thereof at the
Company's office at 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, or at
such other address as the Company may designate by notice to the Optionee.
Any notice or other communication to the Optionee hereunder shall be in
writing and shall be deemed duly given or made if mailed or delivered to the
Optionee at the last address as the Optionee may have on file with the Company's
Secretary. This Option shall be governed under and construed in accordance with
the laws of the State of Nevada (or applicable successor law if the Company
should redomicile). This address shall be binding on the Company and the
Optionee and all successors, assigns, heirs, devisees and personal
representatives thereof.
11. Litigation. By accepting this Option, the Optionee agrees that, in the
event Optionee or Optionee's successor should bring any lawsuit or other action
or proceeding ("Action") against the Company or an Affiliated Company based upon
or arising in relation to this Option and Optionee or Optionee's successor does
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not prevail in such Action, Optionee or successor shall be required to reimburse
the Company or Affiliated Company's costs and expenses, including reasonable
attorneys' fees, incurred in defending such action and appealing any award by a
lower court.
NOTE: This Option must match the Control copy maintained by the Company, in
all particulars.
IN WITNESS WHEREOF, the Company has executed this Stock Option as of May 5,
1999.
RENEGADE VENTURE (NEV.) CORPORATION
ATTEST: By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Authorized Officer
By /s/ Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
Secretary or Assistant Secretary
(SEAL)
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E X E R C I S E F O R M
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To the Corporate Secretary,
RENEGADE VENTURE (NEV.) CORPORATION:
No. of Shares______________________
I hereby irrevocably elect to purchase, pursuant to the terms of the
foregoing Compensatory Stock Option ("Option"), the above number of shares of
the common stock of the Company at the price of $0.05 per share and herewith
make payment in the amount of $____________________ payable to the order of
RENEGADE VENTURE (NEV.) CORPORATION, or its successor, and request that a
certificate(s) evidencing such shares be issued in the name of:
Please insert Soc. Security or Exact Name of Person
other tax I.D. number: Exercising Option:
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(please print address, including zip code)
and, if such number of shares shall not be all of the shares purchasable under
the Option, that a new Option of like tenor for the balance of the remaining
common shares purchasable under the Option be delivered to the undersigned at
the address stated above. I elect to make payment by the other method stated
below (check one):
[ ] Cash, in the form of bank or cashier's check, certified check or money
order;
[ ] If permitted in the Option, by a personal recourse promissory note whose
form and content already have been approved by the Committee/Board of
Directors;
[ ] Offset against a liquidated (amount known) and uncontested cash obligation
owed to me by the Company.
[ ] Transfer of qualifying securities of another issuer to the Company (I
understand that the Committee/Board of Directors must approve both the
securities and the valuation thereof), with the stock certificate signed by
me or accompanied by a stock power signed by me, with signature medallion
guaranteed;
[ ] Surrender of shares of the common stock of the Company (the number being
surrendered must be the same as the number of shares being purchased upon
this exercise of the Option) which are beneficially owned and held of
record by me, my spouse or both of us, with the certificate or a stock
power properly executed and with signature medallion guaranteed;
DATED:________________________, 19_____
X______________________________________
Signature of Option Holder
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