Contract
INCENTIVE STOCK OPTION
AGREEMENT dated as of September 8, 2010 between SentiSearch, Inc., a
Delaware corporation (the “Company”) and Xxxxxx X. Xxxxxx
(“Optionee”).
Recital
The
Company desires to grant to Optionee an Incentive Stock Option (the “Option”) to
purchase 350,000 shares (“Option Shares”) of the Company’s common stock, par
value $0.0001 per share (the “Stock”), under and for the purposes of the
Company’s 2010 Stock Incentive Plan (the “Plan”).
Accordingly,
in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Agreement is subject
to the provisions of the Plan, the receipt of a copy of which is hereby
acknowledged by Optionee. The Plan may hereafter be amended as
provided therein and this Agreement will also be subject to any such
amendment. The Plan, as from time to time amended, is incorporated
herein and made a part of this Agreement. Capitalized terms used
herein without definition will have the meanings ascribed to those terms in the
Plan.
2. In recognition for
Optionee’s valuable service to the Company as its Chairman of the Board, Chief
Executive Officer, Treasurer and Secretary, the Board of Directors, pursuant and
subject to the Plan, granted the Option to Optionee, effective as of the date of
this Agreement, to
purchase immediately, all or any of the Option Shares at an exercise price of
$0.28 per share. The Option is intended to be an Incentive
Option.
3. The Option and all rights
of the Optionee hereunder shall terminate on September 8, 2020 (the “Expiration
Date”). On or prior to the Expiration Date, the Option shall be
exercisable subject to the terms of the Plan and the following
terms:
(a) Optionee may exercise
the Option with respect to all or any part of the Option Shares by giving the
Company written notice of such exercise, as provided in paragraph 4
hereof. Such notice shall specify the number of shares as to which
the Option is being exercised and shall be accompanied by payment in full as
provided in the Plan, of an amount equal to the exercise price per Option Share
multiplied by the number of Option Shares as to which the Option is being
exercised. Payment of the exercise price of such Option Shares may
also be made by the Company, at its option, retaining from the Option Shares to
be delivered upon exercise of the Option that number of Option Shares having a
fair market value on the date of exercise equal to the exercise price of the
number of Option Shares as to which the Optionee exercises the Option or,
subject to the requirements of Regulation T (as in effect from time to time)
under the Securities Exchange Act of 1934, as amended , by giving irrevocable
instructions to a stockbroker to promptly deliver to the Company full payment
for the Option Shares with respect to which the Option is exercised
from the proceeds of the stockbroker’s sale of or loan against such Option
Shares.
(b) As soon as practicable
after receipt of the notice of exercise and payment of the exercise price for
the number of Option Shares specified in such notice of exercise, the Company
shall deliver to the Optionee at the principal office of the Company or at such
other place as may be mutually acceptable to the Company and the Optionee, a
certificate or certificates for such shares; provided, however, that the time of
such delivery may be postponed by the Company for such period of time as the
Company may require to comply with any law or regulation applicable to the
issuance or transfer of shares. If the Optionee fails for any reason
to accept delivery of all or any of the number of Option Shares specified in
such notice of exercise upon tender of delivery thereof, his right to purchase
such undelivered Option Shares may be terminated by the Company by notice in
writing to the Optionee and refund of the any payment of the exercise
price.
(c) Prior to or
concurrently with delivery by the Company to the Optionee of a certificate(s)
representing such shares, the Optionee shall (i) upon notification of the amount
due, pay promptly any amount necessary to satisfy applicable federal, state or
local tax requirements, and (ii) if such shares are not then registered under
the Securities Act of 1933, sign and deliver to the Company an investment letter
confirming that such shares are being purchased for investment and not with a
view to the distribution thereof, and the Optionee shall give such other
assurances and take such other action as the Company shall require to secure
compliance with any federal or state securities law applicable to the issuance
of the Option Shares; provided that the out-of-pocket expense of such compliance
shall be borne by the Company, other than fees of Optionee’s counsel and
advisors
4. Any
notice to the Company provided for in the Option shall be addressed to the
Company at its principal office, in care of its Secretary, with a copy to Blank
Rome LLP, 000 Xxxxxxxxx Xxx, Xxx Xxxx, XX 00000-0000, attention Xxxxxx X.
Xxxxxxx and any notice to the Optionee shall be addressed to him at his address
now on file with the Company, or to such other address as either may last have
designated to the other by notice as provided herein. Any notice so
addressed shall be deemed to be given on the fourth business day after mailing,
by registered or certified mail, return receipt requested, at a post office or
branch post office within the United States.
5. This
Option shall terminate in the event of a termination of employment or death of
the Optionee as follows:
(a) If the Optionee’s
employment with the Company is terminated voluntarily by the Optionee, or for
cause, then this Option shall expire forthwith. Except as provided in
Subsections (b) and (c) below, if such employment shall terminate for any other
reason, then the Option may be exercised at any time within three months after
such termination, subject to the provisions of subparagraph (d)
below.
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(b) If the Optionee dies
while employed by the Company or within three months after the termination of
his employment other than voluntarily by the Optionee or for cause, then and in
that event the Option, subject to the provisions of subparagraph (d) below, may
be exercised by the estate of the Optionee or by a person who acquired the right
to exercise this Option by bequest or inheritance or by reason of the death of
the Optionee, at any time within one year after such death.
(c) If the Optionee ceases
employment with the Company because of permanent and total disability (within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended) while employed by the Company, then this Option, subject to the
provisions of subparagraph (d) below, may be exercised at any time within one
year after such termination of employment due to disability.
(d) This Option may not be
exercised in the event of termination of employment of the Optionee, except to
the extent that the Optionee was entitled to exercise this Option at the time of
such termination or death, and in any event may not be exercised after the
expiration of this Option.
(e) For the purposes of
this paragraph, the employment relationship of the Optionee with the Company
will be treated as continuing intact while the Optionee is on sick leave or
other bona fide leave of absence, if such leave does not exceed 90 days or, if
longer, so long as the Optionee’s right to re-employment is guaranteed either by
statute or by contract. A leave of absence or an interruption in
service authorized pursuant to the Plan, shall not be deemed an interruption of
employment.
6. In the
event of any change in the Company’s Stock subject to the Option, by reason of
any stock dividend, split-up, merger, consolidation, or exchange of shares,
spin-off, liquidation or the like, such adjustment shall be made in the number
of shares subject to the option and the price per share as the Committee or the
Board of Directors shall, in its sole judgment, deem appropriate to give proper
effect to such event.
7. The
Option is not transferable and may not be exercised by any person other than the
Optionee, except to the extent specified in the Plan and the term “Optionee”
shall include any person having rights to exercise the Option under the
Plan. In the event of any attempt by the Optionee to transfer,
assign, pledge, hypothecate or otherwise dispose of the Option or of any right
hereunder, or in the event of the levy of any attachment, execution or similar
process upon the rights or interest hereby conferred, the Company may terminate
the Option by notice to the Optionee and it shall thereupon become null and
void.
8. In the
event that any question or controversy shall arise with respect to the nature,
scope or extent of any one or more rights conferred by the Option, or any
provision of this Agreement, including whether and when a change of control has
occurred or is about to occur, the determination in good faith by the Board of
Directors of the Company (as constituted at the time of such determination) of
the rights of the Optionee shall be conclusive, final and binding upon the
Optionee and upon any other person who shall assert any right pursuant to this
Option.
9. The
Optionee shall have no rights of a stockholder with respect to the shares
covered by the Option until he or she becomes the holder of record of such
shares. All shares issued upon exercise of the Option shall be fully
paid and non-assessable.
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10. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and
assigns.
11. This
Agreement shall at all times be subject to the terms and conditions of the
Plan. In the event of any conflict between the terms and conditions
of this Agreement and the Plan, the terms and conditions of the Plan shall
govern.
12. This
Agreement shall governed by and construed in accordance with the internal
substantive law of the State of New York without giving effect to the choice of
law rules.
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IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on
the day and year first written above.
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By:
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/s/
Xxxxxx X. Xxxxxx
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Authorized
Officer
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OPTIONEE:
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/s/
Xxxxxx X.
Xxxxxx
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SUBSCRIPTION
FORM
(To Be
Executed Only Upon Exercise of Option)
The undersigned, holder of an option
pursuant to the Incentive Stock Option Agreement between SentiSearch, Inc. and
Xxxxxx X. Xxxxxx dated as of September 8, 2010 (the “Agreement”) hereby
irrevocably exercises his option thereunder to purchase the number of shares of
common stock of SentiSearch, Inc. specified below and herewith makes payment
therefore, all at the price and on the terms and conditions specified in the
Agreement.
Dated:______,
20__
Number of
Shares: _____
Exercise
Price: $_____
Signature
of
Optionee:________________________________
Name:
____________________________________________
Address:___________________________________________
___________________________________________
Social
Security
Number:___________________________________________
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