STOCK OPTION AGREEMENT
THIS AGREEMENT is made effective as of February 22, 2003, between GenoMed, Inc.
a Florida corporation ("Company") and the undersigned ("Director").
WHEREAS, the undersigned has been appointed to serve a one year term as a
Director of the Company, which has an active trading market for its common stock
("Common Stock");
WHEREAS, the Company desires to compensate Directors for past and future
services to the Company by affording the Director an opportunity to purchase
shares of its Common Stock par value $0.0001 (the "Shares"), pursuant to this
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:
1. Grant of Option.The Company hereby grants to the Director, the right and
option (the "Option") to purchase an aggregate of 1,000,000 Shares on the
terms and conditions of this Option at a price equal to six tenths of a
cent ($0.006), which represents twenty percent (20%) of the three cent
($.03) public bid price of Shares on the date of this Option.The exercise
price represents the estimated fair market value of the Shares on the date
of grant of this Option, after giving consideration to the restrictions on
transfer and other terms and conditions of this Option.
2. Terms of Exercise. This Option shall be exercisable as to 80,000 Shares on
March 1, 2002 and as to an additional 80,000 Shares on the first day of
each month thereafter until the end of February, 2003 after which date it
shall be exercisable as to all of 1,000,000 Shares (less any for which it
has been exercised).As an example, on and after March 1, 2002 the Director
may exercise this Option as to 80,000 Shares; on and after April 1, 2002
the Director may exercise this Option as to 160,000 Shares (less any Shares
as to which the Director has already exercised this Option);and so on
until the Director has either exercised this Option as to all of the
1,000,000 Shares or this Option has earlier lapsed,whichever first occurs.
Subject to the other terms of this Agreement,as to any number of Shares
for which this Option may then be exercised,this Option shall be
exercisable at any time and from time to time in whole or in part until the
end of the day on a date three (3) years from the date hereof, and upon the
third anniversary of this agreement,this Option shall terminate as to any
Shares which have not by then been purchased.
3. Procedure.Exercise of this Option shall be by delivery or written notice
to the Company in such form as the Company reasonably shall require at its
principal office in St.Louis, Missouri, specifying the number of Shares
with respect to which this Option is being xxxxxxxxx.Xxxx or a certified
check in the amount equal to the full price of the Shares to be purchased
shall accompany such written notice.
4. Rights as Shareholder.The Director shall only have or exercise the rights
of a shareholder with respect to the Shares subject to this Option after
the Shares have been issued to him upon exercise of the Option, and not
before its exercise.
5. Stock Xxxxxx.Xx the event that prior to the purchase of the maximum number
purchasable under this Option the Company shall have effected one or more
reclassifications, combinations,stock dividends or split-ups of the Common
Shares of the Company,or other like transactions,or mergers,
consolidations or other transactions relating to the Common Shares,the
number of Shares thereafter purchasable under this option shall be
adjusted, upward or downward,by the Board of Directors of the Company as
equitable to prevent dilution or enlargement of the option right herein
xxxxxxx.Xx the event of an acquisition or merger in which the Company
loses its identity,all outstanding Options shall be honored by the
successor.
6. Legal Requirements.The Director shall comply with all applicable laws and
regulations regarding the purchase and sale of securities by a Director in
a company with shares trading in a public market and shall file all
required reports on a timely basis.
7. Specific Performance.The parties hereto hereby agree that they will be
irreparably damaged in the event of any controversy concerning the right or
obligation shall be enforceable in a court of equity by a decree or
specific performance.Such remedy shall,however, be cumulative and
nonexclusive,and shall be in addition to any other remedy which the
parties may have.
8. General.The Director understands and acknowledges that upon exercise of
this Option,Shares purchased may not be sold, transferred, pledged or
otherwise disposed of unless the Shares are registered under the Securities
Act of 1933,or unless the Company has received an opinion from counsel
satisfactory to the Company that said regulation is not required.When the
Company becomes eligible to use federal Form s-8 for the registration of
its Common Stock,the Company will upon request of any of the undersigned,
register the shares purchased upon the exercise of this Option.
9. Benefit.The Option is being issued in reliance upon an exemption from
registration under the Securities Act of 1933 and comparable provisions of
State statues,and may only be transferred when so registered, or in
accordance with exemptions from such registration.This Option cannot be
sold,transferred or otherwise disposed of by the holder hereof to any
other person or entity unless such transaction is registered under the
Securities Act of 1933, as amended, and under applicable laws of the state
or jurisdiction where such transaction occurs, or unless such transaction
shall qualify under an allowed exemption to such xxxxxxxxxxxx.Xx a
condition to transferring this Option on the books of the Corporation, the
holder hereof may be required to furnish the Corporation with an option of
legal counsel satisfactory to the Corporation to the effect that the
transaction complies with applicable securities laws.
10. Miscellaneous.This agreement may be amended by the parties only by a
writing signed by the party against whom enforcement is sought.This
agreement shall insure to the benefit of and be binding upon the parties
and their heirs and permitted successors and assigns.
IN WITNESS WHEREOF, the Company has duly executed this Agreement and the
Director has hereunto set his hand as of the day and year first below written.
GenoMed, Inc.
By: /s/Xxxxxxx X. Xxxxxxx Date: 2-22-02
Xxxxxxx X. Xxxxxxx
Secretary of the Board of Directors
By: /s/Xxxxx X Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Director
