OPTION NO._________
STOCK OPTION AGREEMENT
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This STOCK OPTION AGREEMENT is made and entered into on , 2001, by
and between E-Net Xxxxxxxxx.xxx, Inc. ("Company"), and Xxxxxx Xxxxxxx, an
individual (referred to herein as the "Optionee"), with reference to the
following recitals of facts:
WHEREAS, the Company desires to grant the Optionee a stock option
("Option") to purchase shares of common stock of the Company (the "Shares") upon
the terms and conditions hereinafter stated; and
NOW, THEREFORE, in consideration of the covenants herein set forth, the parties
hereto agree as follows:
1. Shares; Price. The Company hereby grants to Optionee the right to
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purchase, upon and subject to the terms and conditions herein stated, two
million Shares for cash at the closing price of the Shares as of the date of
this Agreement, such price being not less than the fair market value per share
of the Shares covered by these Options as of the date hereof.
2. Term of Option. This Option shall expire, and all rights hereunder
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to purchase the Shares shall terminate five years from the date hereof.
3. Exercise. This Option shall be exercised by delivery to the Company
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of: (a) a written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information set forth on the
form of Notice of Exercise attached hereto as Appendix A; (b) a check or cash in
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the amount of the purchase price of the Shares covered by the notice. This
Option shall be exercisable upon $2 million being converted to equity in the
Company from the contemplated bond offering. All amounts less than that shall
be exercisable on a pro-rata basis (i.e., if $1 million from the $5 million
offering is converted into equity in E-Net from the bond offering, then 20% of
the subject options shall be exercisable, regardless of whether the subject
listing occurs).
4. Termination of Employment or Engagement. If Optionee shall cease to
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serve as an Employee of the Company or Parent Company, whether voluntarily or
involuntarily, other than by the conclusion of the term of Optionee's written
agreement, Optionee shall retain all rights set forth herein for vested Options
and all non-vested options shall terminate and be of no further force or effect.
5. Recapitalization. The number of Shares covered by this Option, shall
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not be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a subdivision or consolidation of shares or the
payment of a stock dividend, or any other increase or decrease in the number of
such shares affected without receipt of consideration by the Company; provided
however that the conversion of any convertible securities of the Company shall
not be deemed having been "effected without receipt of consideration by the
Company. The exercise price of this Option shall not be adjusted upon such a
subdivision or consolidation of the shares. The number of such Shares shall be
increased/decreased on a pro rata basis in accordance with any stock split,
provided, however, in the event of a reverse stock split, the amount of options
shall not be reduced below 60% of the amount issued under this option and under
no circumstances shall the exercise price of this option be adjusted. Provided,
however at no time shall the aggregate shares exercisable under this Option
equal greater than 10% of the total shares outstanding on a fully diluted basis
(such calculation to be performed at the time of the initial exercise).
In the event of a proposed dissolution or liquidation of the Company, a merger
or consolidation in which the Company is not the surviving entity, or a sale of
all or substantially all of the assets of the Company, all options granted
herein shall immediately vest and be exercisable. Subject to any required
action by the stockholders of the Company, if the Company shall be the surviving
entity in any merger or consolidation, this Option thereafter shall pertain to
and apply to the securities to which a holder of Shares equal to the Shares
subject to this Option would have been entitled by reason of such merger or
consolidation, and the vesting provisions of Section 3 shall continue to apply.
6. Registration Rights. The Optionee shall have the right to register
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Shares covered by vested options on Form S-8 pursuant to Optionee's Employment
Agreement to which this Option is an Exhibit.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
E-NET XXXXXXXXX.XXX, INC.
/s/ Xxxxxxx X. Xxxxxxxx
BY: Xxxxxxx X. Xxxxxxxx
ITS: President & CEO
XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Optionee
Appendix "A"
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FORM OF
NOTICE OF EXERCISE
APPENDIX "A"
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NOTICE OF EXERCISE
E-Net Xxxxxxxxx.xxx, Inc
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
(date)
Re: Exercise of Stock Option
Notice is hereby given pursuant to Section 1 of my Employment Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:
Stock Option dated: ______________________
Number of shares being purchased: ______________________
Option Exercise Price: $______________________
A check in the amount of the aggregate price of the shares being purchased
is attached.
I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof.
Further, I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.
I agree to provide to the Company such additional documents or information
as may be required by law.
____________________________
(Signature)
____________________________
(Name of Optionee)
