STOCK OPTION AGREEMENT
Exhibit
3.2
STOCK
OPTION AGREEMENT dated
January 2, 2006 between ULTITEK,
LTD. (“Ultitek” or
“Company”) and _______________ (“Optionee”).
Recitals
WHEREAS,
in
order
to induce to accept employment by the Subsidiary of the Company and devote
his
best efforts to the affairs of the Company and to motivate him to exercise
his
best efforts on behalf of Ultitek, Company hereby agrees to grant to Optionee
the right and option to acquire ___________ (____________________) Shares (the
“Option Shares”) upon and subject to the terms and conditions hereinafter set
fort.
NOW,
THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as
follows:
1. Grant
of Option.
(a)
Subject to the terms and conditions of this Agreement, Company hereby grants
to
Optionee the right and option to acquire all or part of the Option Shares (the
AOption@)
for the
price and on the other terms specified below.
(b) Company
represents to Optionee that (i) the Option Shares have been duly authorized
and
validly issued and are fully paid and nonassessable and (ii) Company has good
and unencumbered title to the Option Shares and, upon exercise of the Option
in
accordance with the terms hereof, Company will convey to Optionee good title
to
the Option Shares to which the Option is so exercised, free and clear of any
and
all security interests, claims, liens or encumbrances.
2. Price.
The
price
per share (the AOption
Price@)
of the
Option Shares shall beTen Cents ($0.10) per share.
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3. Exercisability.
Subject
to the terms and conditions of this Agreement, the Option shall be exercisable
by Optionee at any time and from time to time, in whole or in part, in the
following installments:
|
Date
Installment
Becomes
Exercisable
|
Number
of Option Shares
Purchasable
Pursuant
to
Option
|
||
|
January
1, 2006
|
________
|
Notwithstanding
the above, in the event of a Change of Control (as defined in Section 7(b)
below) of the Company, all of the Option Shares shall be immediately exercisable
on the later of (a) the approval of such Change of Control by the Board of
Directors of Ultitek and (b) if required, the approval of such Change of Control
by the stockholders of Ultitek.
4. Term.
Subject
to the terms of Sections 8, 9 and 10 hereof, the Option shall terminate, to
the
extent not exercised, on the earliest to occur of the following (the
“Termination Time”): (a) the time specified in Section 7(b) hereof or (b) at
5:00 p.m. New York Time.
5. Method
of Exercising Option.
Subject
to the terms and conditions of this Agreement, the Option may be exercised
by
written notice to Company at their principal office, which is presently located
at 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000. A copy of which is
attached as Exhibit A.
Such
notice shall be given and received, as specified in Section 11 hereof, prior
to
the Termination Time; shall state the election to exercise the Option and the
number of Option Shares with respect to which it is being exercised; shall
be
signed by the person or persons so exercising the Option; shall (unless the
Company otherwise agrees) be accompanied by a representation that the Option
Shares being acquired upon exercise of the Option are being acquired for
investment and can be sold as permitted by law; and shall be accompanied by
payment of the full Option Price of such Option Shares. The Option Price shall
be paid in cash or by bank or cashier=s
check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable, shall cause to be delivered by the transfer agent for Ultitek
a
certificate or certificates representing the Option Shares with respect to
which
the Option is so exercised, free and clear of any and all security interests,
claims, liens or encumbrances. The certificate or certificates for such Option
Shares shall be registered in the name of the person or persons so exercising
the Option (or, if the Option is exercised by the Optionee and if Optionee
shall
so request in the notice exercising the Option, shall be registered in the
name
of Optionee and his spouse, jointly, with the right of survivorship) and shall
be delivered as provided above to or upon the written order of the person or
persons exercising the Option. In the event the Option shall be exercised,
to
the extent permitted hereunder, by any person or persons after legal disability
or death of Optionee, such notice shall be accompanied by appropriate proof
of
the right of such person or persons to exercise the Option. At the time of
delivery of the option shares, Optionee shall execute a Shareholder Agreement,
attached hereto as Exhibit AB@.
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6. Non-Transferability
of Option.
The
Option is not assignable or transferable, in whole or in part, by Optionee
otherwise than by will or by the laws of descent and distribution and during
the
lifetime of Optionee, the Option shall be exercisable only by him or his
guardian or legal representative.
7. Adjustments
and Certain Termination Events.
(a)
The
number and kind of securities purchasable upon exercise of the Option (as well
as the exercise price per share) shall be equitably adjusted to reflect any
stock dividend, stock split, share combination, or similar change in the
capitalization of Ultitek occurring subsequent to the date hereof; provided,
however, that in no event shall Optionee be entitled to receive upon exercise
of
the Option any dividends or distributions which may have been actually made
or
paid on the Option Shares prior to the date of exercise of the
Option.
(b) In
the
event of the merger or consolidation of Ultitek with, or the sale or other
disposition, directly or indirectly, of substantially all of the business and
assets of Ultitek on a consolidated basis to, an AUnrelated
Third-Party@
(i.e., a
party who is not an affiliate, as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended, of Ultitek) (referred to herein as a “Change
of Control”), the Option shall terminate at the effective time of such merger,
consolidation or sale; provided, however, that if (i) in connection with such
merger, consolidation or sale Optionee receives solely equity securities (or
Cash in lieu of fractional shares) of such Unrelated Third-Party or an affiliate
thereof and (ii) such merger, consolidation or sale does not create or result
in
any tax liability or obligation for or on the part of Optionee in respect of
the
Option, then the Option shall continue, subject to the terms and conditions
of
this Agreement, and Company shall, without payment of any additional
consideration therefor, execute a new option providing that Optionee shall
have
the right to exercise such new option (upon terms not less favorable to Optionee
than those then applicable to the Option) and to receive upon such exercise,
in
lieu of each share of Common Stock of Ultitek therefore issuable upon exercise
of the Option, the kind and amount of shares of stock receivable upon such
consolidation, merger or sale by Optionee of one share of Common Stock of
Ultitek issuable upon exercise of the Option had the Option been exercised
immediately prior to such consolidation, merger or sale.
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8. Termination
of Employment.
The
option granted herein to Optionee may only be exercised by him while he is
in
the continuous employ of the Company or maintains majority of Ultitek shares
of
its initial portfolio. If Optionee’s employment with Ultitek is terminated for
any reason or no reason other than death or disability prior to the Termination
Time as set forth in Section 4, this Option may be exercised to the extent
of
the number of shares with respect to which the Optionee at any time prior to
the
earliest of (i) the Termination Time set forth in Section 4 above, or (ii)
30
days after the date of the Optionee=s
termination of employment.
9. Disability.
If
Optionee becomes disabled during his employment, and, prior to the Termination
Time as set forth in Section 4, Optionee’s employment is terminated as a
consequence of such disability, this Option may be exercised, to the extent
of
the number of shares with respect to which the Optionee could have exercised
it
on the date of such termination, by Optionee or his legal representative at
any
time prior to the earliest of (i) the Termination Time set forth in Section
4,
or (ii) one (1) year after the date of Optionee=s
termination of employment.
10. Death.
If the
Optionee dies during his employment and prior to the Termination Time as set
forth in Section 4, or if Optionee’s employment is terminated by reason of
Optionee’s disability (as described in Section 9 above), and Optionee dies
following his termination of employment but prior to the earliest of (i) the
Termination Time as set forth in Section 4 above, (ii) the expiration of the
period determined under Section 9 above, or (iii) three (3) months following
Optionee’s termination of employment, this Option may be exercised, to the
extent of the number of shares with respect to which the Optionee could have
exercised it on the date of his death, by Optionee’s estate, personal
representative or beneficiary who acquired the right to exercise this Option
by
bequest or inheritance or by reason of Optionee=s
death,
at any time prior to the earlier of (i) the Expiration Date specified in Section
4, or (ii) one (1) year after the date of Optionee’s death.
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11. Notices.
All
notices or other communications permitted or required under this Option shall
be
in writing and shall be sufficiently given if and when hand delivered or shall
be deemed to be sufficiently given on the date shown on the receipt or
confirmation therefor if and when sent by documented overnight delivery service
or registered or certified mail, postage prepaid, return receipt requested,
or
by telegram, telex or telecopy, receipt acknowledged, if to Company at the
address specified in Section 5 hereof, and if to Optionee, at the address set
forth after his name on the signature page hereof, or to such other person
or
persons and/or at such other address or addresses as shall be furnished in
writing by any party hereto to the others. If the Company’s principal office
address set forth in Section 5 hereof changes at any time, it shall give written
notice thereof to Optionee setting forth the new address for which notice shall
be given upon exercise of the Option in accordance with Section 5
hereof.
12. Absence
of Rights.
Optionee
shall have no rights as a stockholder with respect to any Option Shares covered
by the Option unless and until Optionee receives the Option Shares upon exercise
thereof.
13. Company
Right to Terminate.
Notwithstanding
anything herein to the contrary, Company reserves the right, in its sole and
absolute discretion, for any reason or no reason whatsoever, to terminate this
Stock Option Agreement, upon thirty (30) days written notice thereof to
Optionee. If Optionee does not exercise his right to purchase the option shares
during such thirty (30) day period, all rights under, and this option, shall
be
null, void, inoperative and no further effect.
14. Successors
and Assigns.
Subject
to Section 6 of this Agreement, this Agreement shall bind and inure to the
benefit of the parties hereto and the successors and assigns of Company and
the
executors, administrators, legatees, heirs and legal representatives of
Optionee.
15. Governing
Law.
This
Agreement shall be construed in accordance with, and its interpretation shall
otherwise be governed by, the laws of the State of New Jersey, without giving
effect to otherwise applicable principles of conflicts of law.
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16. Entire
Agreement.
This
Agreement sets forth the entire understanding between the parties hereto with
respect to the Option and may not be modified or amended, except as expressly
contemplated herein, except by a written instrument signed by the party to
be
bound thereby.
IN
WITNESS WHEREOF, Sellers
and Optionee hereby execute this Agreement on this 2 day of January,
2006.
ULTITEK,
LTD.
BY:
____________________________
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