VoIP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.5 Xxxxx
Stock Option Agreement
VoIP,
INC.
| Optionee: | Xxxxx Xxxxx | ||
| Number of Shares: | 3,000,000 | ||
| Option Exercise Price: | $0.36 | ||
| Option Expiration Date: | November 7, 2009 | ||
| Effective Date of Grant: | November 8, 2006 |
1. Grant
of Options.
VoIP,
Inc., a Texas corporation (“Grantor”), hereby grants to the above-named optionee
(“Optionee”), a non-qualified stock option (collectively “Options”) to purchase
at the Option Exercise Price (set forth above) per share, until the Option
Expiration Date, and on the terms and conditions set forth in this agreement
(“Agreement”) that number of share, as adjusted as herein provided (as so
adjusted, “Option Shares”), of common stock (“Common Stock”) of the Grantor,
pursuant to the Grantor’s 2004 Stock Option Plan (the “Plan”).
2. Vested
Shares.
The
number of Vested Shares (disregarding any resulting fractional share) as of
any
date is determined by multiplying the Number of Option Shares by the “Vested
Ratio” determined as of such date as follows:
a. On
each
Measurement date set forth in Column 1 below, the Option shall vest and become
exercisable for the corresponding number of shares of Common Stock set forth
in
Column 2 below if the Optionee’s engagement with the Company and/or any
Affiliated Entity has not terminated. The “Vested Portion” of the Option as of
any particular date shall be the cumulative total of all shares for which the
Option has become exercisable as of that date
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Column
1 Measurement Date
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Column
2 Vested Portion of the Option
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November
8, 2006
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100%
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b. Notwithstanding
anything to the contrary contained herein or in the PLAN, in the event the
Optionee’s engagement with the Company is terminated by the Company within one
(1) year following a Change in Control for any reason other than Cause, then
Vesting shall be determined pursuant to the Plan.
c. Any
cessation of Services by the Optionee other than upon a Change of Control shall
terminate the vesting schedule, and any options that have theretofore become
vested shall be exercisable by the Optionee.
3. Exercise
of Options.
Other
terms, times and conditions of exercise of the Options are as
follows:
a. Prior
to
the Expiration Date, vested Options shall be fully exercisable in whole or
in
part for a number of shares up to the aggregate number of all vested Option
Shares. The Options shall be exercised by completing the exercise form attached
hereto as Exhibit A.
b. Upon
the
death or Disability of the Optionee, the Optionee or the personal representative
of the Optionee, as applicable, may exercise the Options to the extent not
previously exercised (and, in the case of death, to the extent the Options
could
have been exercised by the Optionee on the date of death) subject to the terms
set forth in this Agreement, until their termination as provided by Section
2
hereof.
c. The
Options shall be exercised by written notice directed to the Grantor. Such
written notice shall be accompanied by full payment in cash for the number
of
Option Shares specified in such written notice or by such other method
authorized by the Plan.
d. Subject
to the terms of this Agreement or the Plan, vested Options may be exercised
at
any time and without regard to any other option to purchase stock of the Company
held by the Optionee.
e. In
the
event the outstanding shares of Common Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of any other corporation by reason of any merger,
sale or stock, consolidation, liquidation, recapitalization, reclassification,
stock split up, combination of shares, stock dividend, or transaction having
similar effect, the total number of shares subject to this Option shall be
proportionately and appropriately adjusted. Any fractional shares resulting
from
any of the foregoing adjustments under this section shall be disregarded and
eliminated.
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4. Nontransferability.
The
Options are not transferable except by will or by the law of descent and
distribution. The Options may be exercised during the lifetime of the Optionee
only by the Optionee.
5. Limitation
of Rights.
The
Optionee shall have no rights as a stockholder with respect to the Option Shares
until the Optionee shall become the holder of record of such Option
Shares.
6. Successors.
This
Agreement shall be binding upon any successor of the Grantor and Optionee,
in
accordance with the terms of this Agreement and the Plan.
7. Plan.
The
Option is subject to all terms and provisions of the Plan, and in the event
of
any discrepancy between the Plan and this Agreement, the Plan shall
control.
IN
WITNESS WHEREOF,
the
Grantor and the Optionee have executed this Agreement, effective the 8th day
of
November, 2006.
| VoIP, INC. | ||
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| By: | ||
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XXXXXXX X. XXXXXXX
Chief Executive Officer
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XXXXX
XXXXX,
Optionee
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