STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement"), dated December 27, 1999, is
made by and between C3D Inc., a Florida corporation ("Company") and Brigadier
General Itzhak Xxxxxx ("Optionee").
WHEREAS, Company desires to afford Optionee the opportunity to purchase
shares of Company's common stock, par value $0.001 per share ("Stock"); and
WHEREAS, Company's board of directors and compensation committee have
determined that it would be in the best interests of Company to grant the option
provided for herein to Optionee, in recognition of services rendered.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, and intending to be legally bound, the parties
hereto agree as follows:
1. Grant of Option. Optionee is hereby granted an option (the "Option") to
purchase at any time or from time to time, as a whole or in part, One
Hundred Thousand (100,000) shares of Stock ("Option Shares") on the
terms and conditions set forth in this Agreement.
2. Termination of Option. The Option shall terminate on June 17, 2004.
3. Purchase Price. The purchase price of the Option Shares shall be $4.00
per share ("Purchase Price").
4. Methods of Exercise. Optionee may exercise the Option by either of the
following methods. Notice of exercise shall be deemed given when
delivered to the Secretary or Treasurer of the Company (the "Exercise
Date").
a. Cash Method. Optionee may exercise the Option by
written notice to the Company stating (i) that the
Option is being exercised pursuant to the "Cash
Method," and (ii) the number of Option Shares desired
to be purchased, accompanied or followed by cash,
wire transfer, check, or money order in an amount
equal to the aggregate Purchase Price of the Option
Shares being purchased (i.e., the number of Option
Shares exercised multiplied by the Purchase Price).
b. Cashless Method. Optionee may exercise the Option by
written notice to the Company stating (i) that the
Option is being exercised pursuant to the "Cashless
Method," and (ii) the number of Option Shares desired
to be exercised. Pursuant to an exercise using the
Cashless Method, Optionee shall receive an amount of
Stock (the "Cashless Stock") equal to such number of
Option Shares for which the Optionee has elected to
exercise the Option (the "Option Shares Exercised")
multiplied by the difference between (a) the Market
Price (as defined below) per share of
Stock as of the Exercise Date less (b) the Purchase
Price, with the resultant amount divided by the
Market Price. In equation form, the above calculation
is represented as follows:
Cashless Stock = Option Shares Exercised x
(Market Price - Purchase Price)
------------------------------------------
Market Price
The "Market Price" of the Stock on any particular
date shall mean the last reported sale price of a
share of the Stock on any stock exchange on which
such stock is then listed or admitted to trading, or
on the Nasdaq National Market or Nasdaq SmallCap
Market, on such date, or if no sale took place on
such day, the last such date on which a sale took
place, or if the Stock is not then quoted on the
Nasdaq National Market or the Nasdaq SmallCap Market,
or listed or admitted to trading on any stock
exchange, the average of the bid and asked prices in
the over-the-counter market on such date, or if none
of the foregoing, a price determined in good faith by
the Company's board of directors equal the fair
market value per share of the Stock.
5. Transferability of Option. Subject to compliance with applicable
federal and state securities laws, this Stock Option Agreement may be
transferred by the Optionee with respect to any or all of the Option
Shares purchasable hereunder. Upon surrender of this Stock Option
Agreement to the Company, together with the assignment hereof properly
endorsed, for transfer of this Stock Option Agreement as an entirety by
the Optionee, the Company shall issue a new Stock Option Agreement of
the same denomination to the assignee. Upon surrender of this Stock
Option Agreement to the Company, together with the assignment hereof
properly endorsed, by the Optionee for transfer with respect to a
portion of the Option Shares purchasable hereunder, the Company shall
issue a new Stock Option Agreement to the assignee, in such
denomination as shall be requested by the Optionee hereof, and shall
issue to such Optionee a new Stock Option Agreement covering the number
of Option Shares in respect of which this Stock Option Agreement shall
not have been transferred.
6. Change in Number of Shares of Stock. If and to the extent that the
number of issued shares of Stock shall be increased or reduced by
change in par value, split-up, reclassification, reorganization,
merger, distribution of a dividend payable in stock, or the like, the
number of shares of Stock subject to option and the Purchase Price may
be proportionately adjusted in good faith by the Company's Board of
Directors.
7. Rights prior to exercise of option. Optionee shall have no rights as a
stockholder with respect to the Option Shares until payment of the
Purchase Price and delivery to him of such Stock as herein provided.
8. Agreement binding. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective next of kin,
legatees, administrators, executors, legal representatives, successors,
and assigns (including remote, as well as immediate, successors to and
assignees of said parties).
9. Severability. In case one or more provisions of this Agreement shall be
found to be invalid, illegal, or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein shall not be in any way affected or impaired thereby.
10. Entire Agreement. This Agreement contains the entire understanding and
agreement between the parties hereto, relating to the subject matter
hereof, and cannot be amended, modified or supplemented in any respect,
except by subsequent written agreement entered into by both parties.
11. Governing Law. This Agreement shall be construed under and governed by
the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date set forth above.
C3D INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------
Xxxxxx Xxxxxx
President
/s/ Itzhak Xxxxxx
-------------------------------
Brigadier General Itzhak Xxxxxx
