1
EXHIBIT 4(iii)
STOCK OPTION AGREEMENT
FOR DIRECTOR
OPTION TO: XXXX XXXXXXX DATE: JUNE 1, 1996
FOR: TEN THOUSAND (10,000) SHARES AT: $1.00 PER SHARE
UNTIL: MAY 31, 2006 COST: $10,000
THIS STOCK OPTION AGREEMENT is made the 1st day of June, 1996, by and
between Nevada Manhattan Mining, Incorporated (herein" Nevada"), a Nevada
Corporation with its principal office at 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxx 00000 and Xxxx Xxxxxxx, whose address is 000 Xxxxxx
Xxxxxxx Xxxx., Xxxxxxxxx, XX 00000 (hereafter "Purchaser/Director").
WITNESSETH
WHEREAS, Nevada is empowered by resolution of its Board of Directors to
provide common stock options to each Nevada Manhattan Mining, Incorporated
Director following each year of service as a Director for the Corporation; and
WHEREAS, Purchaser/Director is desirous of purchasing an option to buy a
quantity of the common shares of Nevada (said shares being restricted and not
tradable until some future date);
NOW THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. GRANT OF OPTION. The Company desires to grant Optionee a stock option on the
terms and conditions of this Agreement subject to the terms and conditions set
forth in this Agreement.
2. RIGHT TO PURCHASE. Nevada hereby grants to Purchaser/Director the right and
option to purchase from Nevada up to Ten Thousand shares of the Company's
unissued shares of its par value common stock at the price of $1.00 per share
(may be made in partial payments) for each year of service by
Purchaser/Director. For the purposes of this Agreement, "year of service" shall
mean each year in which Purchaser/Director serves as a director of Nevada.
3. OPTION FEE. The option fee shall be (not applicable) Dollars ($0.00) payable
upon signing of this Agreement. Director's stock options are issued as
compensation for each year of service rendered and shall be exempt from option
fees.
4. EXERCISE PERIOD. This option may be exercised at any time by the
Purchaser/Director on or after the original option date and before the date of
expiration. Option expires ten (10) years from date of original issuance. After
expiration date this agreement is void and unexercisable.
2
5. NOTICE OF EXERCISE. Optionee shall exercise the option by delivering to the
Company, either in person or by certified or registered mail, written notice of
election to exercise and payment in full of the purchase price, if applicable,
of this Agreement.
The Optionee understands and acknowledges the stock represented by these Options
may not be issued because they exceed the authorized amount of stock. Therefore,
unless some affirmative action by the Board of Directors and/or shareholders to
increase the authorized amount or reverse split the stock or some other action
is taken part or all of these Options may be invalid.
6. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder of the
Company with respect to any shares covered by the Option until the date of the
issuance of a share certificate for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such share certificate is issued.
7. ISSUANCE OF SHARES. Promptly after the Company's receipt of the written
notice of exercise provided for in Section 5. above and Optionee's payment in
full of the purchase price, the Company shall deliver, or cause to be delivered
to Optionee, certificates for the whole number of shares with respect to which
the Option is being exercised by Optionee. Shares shall be issued in the name of
Optionee or their assignee. Optionee has the right to exercise this Option in
full or in partial installments with the right to exercise the remaining portion
of the option for any unissued shares prior to the expiration date of the
Option. Shares to be issued in minimum blocks of 1,000 shares or if remaining
shares are less than 1,000, to issue the total remaining shares.
If any law or regulation of the Securities and Exchange Commission or of any
federal or state governmental body having jurisdiction shall require the company
or Optionee to take any action prior to issuance to Optionee of the shares of
common stock of the Company specified in the written notice of election to
exercise, or if any listing agreement between the company and any nation
securities exchange requires such shares to be listed prior to issuance, the
date for the delivery of such shares shall be adjourned until the completion of
such action and/or listing.
8. TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, Options are
transferable to a third party with written authorization as stated in Section 4
(Exercise of Option). In the event of the death of the Optionee any portion of
the unexercised option may be exercisable by Optionee's personal
representatives, heirs, or legatees by will or the laws of descent and
distribution at any time prior to the expiration of the Option.
9. RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise provided
in this Agreement, appropriate and proportionate adjustments shall be made in
the number and class of shares subject to the Option and the exercise price of
the Option in the event of a stock dividend (but only on common stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. In the event of a liquidation of the company, or a merger,
reorganization, or consolidation of the Company with any other corporation in
which the Company is not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, the unexercised portion of the
Option shall be exercisable in the same proportion, whether in shares or value
whichever is greater, as prior to said change in Company structure. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of Directors, the
determination of which in that respect shall be final, binding, and conclusive.
10. SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions,
convenants, or conditions of this Agreement, each of which shall be binding and
enforceable.
2
3
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada.
12. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties with respect to the subject matter hereof, and supersedes any and
all prior written or oral agreements between the parties with respect to the
subject matter hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the parties with
respect to the subject matter hereof which are not set forth in this Agreement .
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first mentioned above.
NEVADA MANHATTAN MINING, INCORPORATED
("Nevada")
-----------------------------------
Purchaser / Director
By:
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President/CEO
3
4
STOCK OPTION AGREEMENT
FOR DIRECTOR
OPTION TO: XXX X. XXXX' III DATE: JUNE 1, 1997
FOR: TEN THOUSAND (10,000) SHARES AT: $1.00 PER SHARE
UNTIL: MAY 31, 2006 COST: $10,000
THIS STOCK OPTION AGREEMENT is made the 1st day of June, 1997, by and
between Nevada Manhattan Mining, Incorporated (herein" Nevada"), a Nevada
Corporation with its principal office at 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxx 00000 and Xxx X. Xxxx' III, whose address is 0000 Xxxxx
Xxxxx Xxxxxxx X.X., Xxxxxxx, XX 00000 (hereafter "Purchaser/Director").
WITNESSETH
WHEREAS, Nevada is empowered by resolution of its Board of Directors to
provide common stock options to each Nevada Manhattan Mining, Incorporated
Director following each year of service as a Director for the Corporation; and
WHEREAS, Purchaser/Director is desirous of purchasing an option to buy a
quantity of the common shares of Nevada (said shares being restricted and not
tradable until some future date);
NOW THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. GRANT OF OPTION. The Company desires to grant Optionee a stock option on the
terms and conditions of this Agreement subject to the terms and conditions set
forth in this Agreement.
2. RIGHT TO PURCHASE. Nevada hereby grants to Purchaser/Director the right and
option to purchase from Nevada up to Ten Thousand shares of the Company's
unissued shares of its par value common stock at the price of $1.00 per share
(may be made in partial payments) for each year of service by
Purchaser/Director. For the purposes of this Agreement, "year of service" shall
mean each year in which Purchaser/Director serves as a director of Nevada.
3. OPTION FEE. The option fee shall be (not applicable) Dollars ($0.00) payable
upon signing of this Agreement. Director's stock options are issued as
compensation for each year of service rendered and shall be exempt from option
fees.
4. EXERCISE PERIOD. This option may be exercised at any time by the
Purchaser/Director on or after the original option date and before the date of
expiration. Option expires ten (10) years from date of original issuance. After
expiration date this agreement is void and unexercisable.
5
5. NOTICE OF EXERCISE. Optionee shall exercise the option by delivering to the
Company, either in person or by certified or registered mail, written notice of
election to exercise and payment in full of the purchase price, if applicable,
of this Agreement.
The Optionee understands and acknowledges the stock represented by these Options
may not be issued because they exceed the authorized amount of stock. Therefore,
unless some affirmative action by the Board of Directors and/or shareholders to
increase the authorized amount or reverse split the stock or some other action
is taken part or all of these Options may be invalid.
6. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder of the
Company with respect to any shares covered by the Option until the date of the
issuance of a share certificate for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such share certificate is issued.
7. ISSUANCE OF SHARES. Promptly after the Company's receipt of the written
notice of exercise provided for in Section 5. above and Optionee's payment in
full of the purchase price, the Company shall deliver, or cause to be delivered
to Optionee, certificates for the whole number of shares with respect to which
the Option is being exercised by Optionee. Shares shall be issued in the name of
Optionee or their assignee. Optionee has the right to exercise this Option in
full or in partial installments with the right to exercise the remaining portion
of the option for any unissued shares prior to the expiration date of the
Option. Shares to be issued in minimum blocks of 1,000 shares or if remaining
shares are less than 1,000, to issue the total remaining shares.
If any law or regulation of the Securities and Exchange Commission or of any
federal or state governmental body having jurisdiction shall require the company
or Optionee to take any action prior to issuance to Optionee of the shares of
common stock of the Company specified in the written notice of election to
exercise, or if any listing agreement between the company and any nation
securities exchange requires such shares to be listed prior to issuance, the
date for the delivery of such shares shall be adjourned until the completion of
such action and/or listing.
8. TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, Options are
transferable to a third party with written authorization as stated in Section 4
(Exercise of Option). In the event of the death of the Optionee any portion of
the unexercised option may be exercisable by Optionee's personal
representatives, heirs, or legatees by will or the laws of descent and
distribution at any time prior to the expiration of the Option.
9. RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise provided
in this Agreement, appropriate and proportionate adjustments shall be made in
the number and class of shares subject to the Option and the exercise price of
the Option in the event of a stock dividend (but only on common stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. In the event of a liquidation of the company, or a merger,
reorganization, or consolidation of the Company with any other corporation in
which the Company is not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, the unexercised portion of the
Option shall be exercisable in the same proportion, whether in shares or value
whichever is greater, as prior to said change in Company structure. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of Directors, the
determination of which in that respect shall be final, binding, and conclusive.
10. SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions,
convenants, or conditions of this Agreement, each of which shall be binding and
enforceable.
2
6
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada.
12. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties with respect to the subject matter hereof, and supersedes any and
all prior written or oral agreements between the parties with respect to the
subject matter hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the parties with
respect to the subject matter hereof which are not set forth in this Agreement .
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first mentioned above.
NEVADA MANHATTAN MINING, INCORPORATED
("Nevada")
-----------------------------------
Purchaser / Director
By:
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President/CEO
3
7
STOCK OPTION AGREEMENT
FOR DIRECTOR
OPTION TO: XXXXXXX X. XXXX DATE: JUNE 1, 1993
FOR: ONE HUNDRED THOUSAND (100,000) SHARES AT: $0.10 PER SHARE
UNTIL: MAY 31, 2003 COST: $10,000
THIS STOCK OPTION AGREEMENT is made the 1st day of June, 1993, by and
between Nevada Manhattan Mining, Incorporated (herein" Nevada"), a Nevada
Corporation with its principal office at 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxx 00000 and Xxxxxxx X. Xxxx, whose address is 0000 Xxxxxxx
Xxx, Xxx Xxxxx, Xxxxxx 00000, (hereafter "Purchaser/Director").
WITNESSETH
WHEREAS, Nevada is empowered by resolution of its Board of Directors to
provide common stock options to each Nevada Manhattan Mining, Incorporated
Director following each year of service as a Director for the Corporation; and
WHEREAS, Purchaser/Director is desirous of purchasing an option to buy a
quantity of the common shares of Nevada (said shares being restricted and not
tradable until some future date);
NOW THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. GRANT OF OPTION. The Company desires to grant Optionee a stock option on the
terms and conditions of this Agreement subject to the terms and conditions set
forth in this Agreement.
2. RIGHT TO PURCHASE. Nevada hereby grants to Purchaser/Director the right and
option to purchase from Nevada up to One Hundred Thousand shares of the
Company's unissued shares of its par value common stock at the price of $0.10
per share (may be made in partial payments) for each year of service by
Purchaser/Director. For the purposes of this Agreement, "year of service" shall
mean each year in which Purchaser/Director serves as a director of Nevada.
3. OPTION FEE. The option fee shall be (not applicable) Dollars ($0.00) payable
upon signing of this Agreement. Director's stock options are issued as
compensation for each year of service rendered and shall be exempt from option
fees.
4. EXERCISE PERIOD. This option may be exercised at any time by the
Purchaser/Director on or after the original option date and before the date of
expiration. Option expires ten (10) years from date of original issuance. After
expiration date this agreement is void and unexercisable.
8
5. NOTICE OF EXERCISE. Optionee shall exercise the option by delivering to the
Company, either in person or by certified or registered mail, written notice of
election to exercise and payment in full of the purchase price, if applicable,
of this Agreement.
The Optionee understands and acknowledges the stock represented by these Options
may not be issued because they exceed the authorized amount of stock. Therefore,
unless some affirmative action by the Board of Directors and/or shareholders to
increase the authorized amount or reverse split the stock or some other action
is taken part or all of these Options may be invalid.
6. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder of the
Company with respect to any shares covered by the Option until the date of the
issuance of a share certificate for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such share certificate is issued.
7. ISSUANCE OF SHARES. Promptly after the Company's receipt of the written
notice of exercise provided for in Section 5. above and Optionee's payment in
full of the purchase price, the Company shall deliver, or cause to be delivered
to Optionee, certificates for the whole number of shares with respect to which
the Option is being exercised by Optionee. Shares shall be issued in the name of
Optionee or their assignee. Optionee has the right to exercise this Option in
full or in partial installments with the right to exercise the remaining portion
of the option for any unissued shares prior to the expiration date of the
Option. Shares to be issued in minimum blocks of 1,000 shares or if remaining
shares are less than 1,000, to issue the total remaining shares.
If any law or regulation of the Securities and Exchange Commission or of any
federal or state governmental body having jurisdiction shall require the company
or Optionee to take any action prior to issuance to Optionee of the shares of
common stock of the Company specified in the written notice of election to
exercise, or if any listing agreement between the company and any nation
securities exchange requires such shares to be listed prior to issuance, the
date for the delivery of such shares shall be adjourned until the completion of
such action and/or listing.
8. TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, Options are
transferable to a third party with written authorization as stated in Section 4
(Exercise of Option). In the event of the death of the Optionee any portion of
the unexercised option may be exercisable by Optionee's personal
representatives, heirs, or legatees by will or the laws of descent and
distribution at any time prior to the expiration of the Option.
9. RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise provided
in this Agreement, appropriate and proportionate adjustments shall be made in
the number and class of shares subject to the Option and the exercise price of
the Option in the event of a stock dividend (but only on common stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. In the event of a liquidation of the company, or a merger,
reorganization, or consolidation of the Company with any other corporation in
which the Company is not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, the unexercised portion of the
Option shall be exercisable in the same proportion, whether in shares or value
whichever is greater, as prior to said change in Company structure. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of Directors, the
determination of which in that respect shall be final, binding, and conclusive.
10. SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions,
convenants, or conditions of this Agreement, each of which shall be binding and
enforceable.
2
9
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada.
12. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties with respect to the subject matter hereof, and supersedes any and
all prior written or oral agreements between the parties with respect to the
subject matter hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the parties with
respect to the subject matter hereof which are not set forth in this Agreement .
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first mentioned above.
NEVADA MANHATTAN MINING, INCORPORATED
("Nevada")
-----------------------------------
Purchaser / Director
By:
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President/CEO
3
10
ADDENDUM TO STOCK OPTION AGREEMENT
The addendum is made this second day of December, 1996.
WHEREAS Nevada Manhattan Mining, Inc. (the "Company") and Xxxxxxx X.
Xxxx ("Xxxx") entered into a certain stock option agreement dated June 1, 1993;
WHEREAS under the terms of such agreement Xxxx was granted a stock
option of 10,000 shares per fiscal year of service at the post-reverse split
rate of $1.00 per share (after giving effect to such post-reverse split);
WHEREAS under the terms of such agreement each option so granted was to
expire ten (10) years from the date of the grant;
WHEREAS pursuant to resolution of the Board of Directors dated May 14,
1996, the Company agreed to extend all such options through the end of the
fiscal year 2006;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
(1) All previous grants of stock options granted to Xxxx which were set
to expire within ten (10) years of the date of the grant are hereby
extended to May 31, 2003;
(2) In all other respects, the terms and conditions of the stock
option agreement shall remain in full force and effect.
IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS ADDENDUM TO BE EXECUTED AS OF
THE DATE HEREOF FIRST HEREINABOVE WRITTEN.
NEVADA MANHATTAN MINING, INC. PURCHASER/DIRECTOR:
------------------------------------ -------------------------------------
By: Xxxxxxxxxxx X. Xxxxxxxx, C.E.O. Xxxxxxx X. Xxxx
11
STOCK OPTION AGREEMENT
FOR DIRECTOR
OPTION TO: XXXXXXX X. XXXXXX DATE: JUNE 1, 1989
FOR: ONE HUNDRED THOUSAND (100,000) SHARES AT: $0.10 PER SHARE
UNTIL: MAY 31, 1999 COST: $10,000
THIS STOCK OPTION AGREEMENT is made the 1st day of January, 1989, by and
between Nevada Manhattan Mining, Incorporated (herein" Nevada"), a Nevada
Corporation with its principal office at 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxx 00000 and Xxxxxxx X. Xxxxxx, whose address is 0000 Xxxxx
Xxxxxx, Xxxxxx, XX 00000 (hereafter "Purchaser/Director").
WITNESSETH
WHEREAS, Nevada is empowered by resolution of its Board of Directors to
provide common stock options to each Nevada Manhattan Mining, Incorporated
Director following each year of service as a Director for the Corporation; and
WHEREAS, Purchaser/Director is desirous of purchasing an option to buy a
quantity of the common shares of Nevada (said shares being restricted and not
tradable until some future date);
NOW THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. GRANT OF OPTION. The Company desires to grant Optionee a stock option on the
terms and conditions of this Agreement subject to the terms and conditions set
forth in this Agreement.
2. RIGHT TO PURCHASE. Nevada hereby grants to Purchaser/Director the right and
option to purchase from Nevada up to One Hundred thousand shares of the
Company's unissued shares of its par value common stock at the price of $0.10
per share (may be made in partial payments) for each year of service by
Purchaser/Director. For the purposes of this Agreement, "year of service" shall
mean each year in which Purchaser/Director serves as a director of Nevada.
3. OPTION FEE. The option fee shall be (not applicable) Dollars ($0.00) payable
upon signing of this Agreement. Director's stock options are issued as
compensation for each year of service rendered and shall be exempt from option
fees.
4. EXERCISE PERIOD. This option may be exercised at any time by the
Purchaser/Director on or after the original option date and before the date of
expiration. Option expires ten (10) years from date of original issuance. After
expiration date this agreement is void and unexercisable.
12
5. NOTICE OF EXERCISE. Optionee shall exercise the option by delivering to the
Company, either in person or by certified or registered mail, written notice of
election to exercise and payment in full of the purchase price, if applicable,
of this Agreement.
The Optionee understands and acknowledges the stock represented by these Options
may not be issued because they exceed the authorized amount of stock. Therefore,
unless some affirmative action by the Board of Directors and/or shareholders to
increase the authorized amount or reverse split the stock or some other action
is taken part or all of these Options may be invalid.
6. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder of the
Company with respect to any shares covered by the Option until the date of the
issuance of a share certificate for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such share certificate is issued.
7. ISSUANCE OF SHARES. Promptly after the Company's receipt of the written
notice of exercise provided for in Section 5. above and Optionee's payment in
full of the purchase price, the Company shall deliver, or cause to be delivered
to Optionee, certificates for the whole number of shares with respect to which
the Option is being exercised by Optionee. Shares shall be issued in the name of
Optionee or their assignee. Optionee has the right to exercise this Option in
full or in partial installments with the right to exercise the remaining portion
of the option for any unissued shares prior to the expiration date of the
Option. Shares to be issued in minimum blocks of 1,000 shares or if remaining
shares are less than 1,000, to issue the total remaining shares.
If any law or regulation of the Securities and Exchange Commission or of any
federal or state governmental body having jurisdiction shall require the company
or Optionee to take any action prior to issuance to Optionee of the shares of
common stock of the Company specified in the written notice of election to
exercise, or if any listing agreement between the company and any nation
securities exchange requires such shares to be listed prior to issuance, the
date for the delivery of such shares shall be adjourned until the completion of
such action and/or listing.
8. TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, Options are
transferable to a third party with written authorization as stated in Section 4
(Exercise of Option). In the event of the death of the Optionee any portion of
the unexercised option may be exercisable by Optionee's personal
representatives, heirs, or legatees by will or the laws of descent and
distribution at any time prior to the expiration of the Option.
9. RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise provided
in this Agreement, appropriate and proportionate adjustments shall be made in
the number and class of shares subject to the Option and the exercise price of
the Option in the event of a stock dividend (but only on common stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. In the event of a liquidation of the company, or a merger,
reorganization, or consolidation of the Company with any other corporation in
which the Company is not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, the unexercised portion of the
Option shall be exercisable in the same proportion, whether in shares or value
whichever is greater, as prior to said change in Company structure. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of Directors, the
determination of which in that respect shall be final, binding, and conclusive.
10. SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions,
convenants, or conditions of this Agreement, each of which shall be binding and
enforceable.
2
13
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada.
12. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties with respect to the subject matter hereof, and supersedes any and
all prior written or oral agreements between the parties with respect to the
subject matter hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the parties with
respect to the subject matter hereof which are not set forth in this Agreement .
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first mentioned above.
NEVADA MANHATTAN MINING, INCORPORATED
("Nevada")
-----------------------------------
Purchaser / Director
By:
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President/CEO
3
14
ADDENDUM TO STOCK OPTION AGREEMENT
The addendum is made this second day of December, 1996.
WHEREAS Nevada Manhattan Mining, Inc. (the "Company") and Xxxxxxx X.
Xxxxxx ("Xxxxxx") entered into a certain stock option agreement dated June 1,
1989;
WHEREAS under the terms of such agreement Xxxxxx was granted a stock
option of 10,000 shares per fiscal year of service at the post-reverse split
rate of $1.00 per share (after giving effect to such post-reverse split);
WHEREAS under the terms of such agreement each option so granted was to
expire ten (10) years from the date of the grant; whereas pursuant to
resolution of the Board of Directors dated May 14, 1996, the Company agreed to
extend all such options through the end of the fiscal year 2006;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
(1) All previous grants of stock options granted to Xxxxxx which
were set to expire within ten (10) years of the date of the grant
are hereby extended to May 31, 2006;
(2) In all other respects, the terms and conditions of the stock
option agreement shall remain in full force and effect.
IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS ADDENDUM TO BE EXECUTED AS OF
THE DATE HEREOF FIRST HEREINABOVE WRITTEN.
NEVADA MANHATTAN MINING, INC. PURCHASER/DIRECTOR:
------------------------------------ -------------------------------------
By: Xxxxxxxxxxx X. Xxxxxxxx, C.E.O. Xxxxxxx X. Xxxxxx
15
STOCK OPTION AGREEMENT
FOR DIRECTOR
OPTION TO: XXXXXXXXXXX X. XXXXXXXX DATE: JUNE 1, 1987
FOR: ONE HUNDRED THOUSAND (100,000) SHARES AT: $0.10 PER SHARE
UNTIL: MAY 31, 1997 COST: $10,000
THIS STOCK OPTION AGREEMENT is made the 1st day of June, 1987, by and
between Nevada Manhattan Mining, Incorporated (herein" Nevada"), a Nevada
Corporation with its principal office at 0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxx 00000 and Xxxxxxxxxxx X. Xxxxxxxx, whose address is 000
Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 (hereafter "Purchaser/Director").
WITNESSETH
WHEREAS, Nevada is empowered by resolution of its Board of Directors to
provide common stock options to each Nevada Manhattan Mining, Incorporated
Director following each year of service as a Director for the Corporation; and
WHEREAS, Purchaser/Director is desirous of purchasing an option to buy a
quantity of the common shares of Nevada (said shares being restricted and not
tradable until some future date);
NOW THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. GRANT OF OPTION. The Company desires to grant Optionee a stock option on the
terms and conditions of this Agreement subject to the terms and conditions set
forth in this Agreement.
2. RIGHT TO PURCHASE. Nevada hereby grants to Purchaser/Director the right and
option to purchase from Nevada up to One Hundred Thousand shares of the
Company's unissued shares of its par value common stock at the price of $0.10
per share (may be made in partial payments) for each year of service by
Purchaser/Director. For the purposes of this Agreement, "year of service" shall
mean each year in which Purchaser/Director serves as a director of Nevada.
3. OPTION FEE. The option fee shall be (not applicable) Dollars ($0.00) payable
upon signing of this Agreement. Director's stock options are issued as
compensation for each year of service rendered and shall be exempt from option
fees.
4. EXERCISE PERIOD. This option may be exercised at any time by the
Purchaser/Director on or after the original option date and before the date of
expiration. Option expires ten (10) years from date of original issuance. After
expiration date this agreement is void and unexercisable.
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5. NOTICE OF EXERCISE. Optionee shall exercise the option by delivering to the
Company, either in person or by certified or registered mail, written notice of
election to exercise and payment in full of the purchase price, if applicable,
of this Agreement.
The Optionee understands and acknowledges the stock represented by these Options
may not be issued because they exceed the authorized amount of stock. Therefore,
unless some affirmative action by the Board of Directors and/or shareholders to
increase the authorized amount or reverse split the stock or some other action
is taken part or all of these Options may be invalid.
6. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder of the
Company with respect to any shares covered by the Option until the date of the
issuance of a share certificate for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether cash, securities, or other
property) or distributions or other rights for which the record date is prior to
the date such share certificate is issued.
7. ISSUANCE OF SHARES. Promptly after the Company's receipt of the written
notice of exercise provided for in Section 5. above and Optionee's payment in
full of the purchase price, the Company shall deliver, or cause to be delivered
to Optionee, certificates for the whole number of shares with respect to which
the Option is being exercised by Optionee. Shares shall be issued in the name of
Optionee or their assignee. Optionee has the right to exercise this Option in
full or in partial installments with the right to exercise the remaining portion
of the option for any unissued shares prior to the expiration date of the
Option. Shares to be issued in minimum blocks of 1,000 shares or if remaining
shares are less than 1,000, to issue the total remaining shares.
If any law or regulation of the Securities and Exchange Commission or of any
federal or state governmental body having jurisdiction shall require the company
or Optionee to take any action prior to issuance to Optionee of the shares of
common stock of the Company specified in the written notice of election to
exercise, or if any listing agreement between the company and any nation
securities exchange requires such shares to be listed prior to issuance, the
date for the delivery of such shares shall be adjourned until the completion of
such action and/or listing.
8. TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, Options are
transferable to a third party with written authorization as stated in Section 4
(Exercise of Option). In the event of the death of the Optionee any portion of
the unexercised option may be exercisable by Optionee's personal
representatives, heirs, or legatees by will or the laws of descent and
distribution at any time prior to the expiration of the Option.
9. RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise provided
in this Agreement, appropriate and proportionate adjustments shall be made in
the number and class of shares subject to the Option and the exercise price of
the Option in the event of a stock dividend (but only on common stock), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation, or like change in the capital structure of the
Company. In the event of a liquidation of the company, or a merger,
reorganization, or consolidation of the Company with any other corporation in
which the Company is not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, the unexercised portion of the
Option shall be exercisable in the same proportion, whether in shares or value
whichever is greater, as prior to said change in Company structure. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of Directors, the
determination of which in that respect shall be final, binding, and conclusive.
10. SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions,
convenants, or conditions of this Agreement, each of which shall be binding and
enforceable.
2
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11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada.
12. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties with respect to the subject matter hereof, and supersedes any and
all prior written or oral agreements between the parties with respect to the
subject matter hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the parties with
respect to the subject matter hereof which are not set forth in this Agreement .
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first mentioned above.
NEVADA MANHATTAN MINING, INCORPORATED
("Nevada")
-----------------------------------
Purchaser / Director
By:
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx, President/CEO
3
18
ADDENDUM TO STOCK OPTION AGREEMENT
The addendum is made this second day of December, 1996.
WHEREAS Nevada Manhattan Mining, Inc. (the "Company") and Xxxxxxxxxxx X.
Xxxxxxxx ("Michaels") entered into a certain stock option agreement dated
June 1, 1997;
WHEREAS under the terms of such agreement Michaels was granted a stock
option of 10,000 shares per fiscal year of service at the post-reverse split
rate of $1.00 per share (after giving effect to such post-reverse split);
WHEREAS under the terms of such agreement each option so granted was to
expire ten (10) years from the date of the grant; whereas pursuant to the
resolution of the Board of Directors dated May 14, 1996, the Company agreed to
extend all such options through the end of the fiscal year 2006;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
(1) All previous grants of stock options granted to Michaels which
were set to expire within ten (10) years of the date of the
grant are hereby extended to May 31, 2006;
(2) In all other respects, the terms and conditions of the stock
option agreement shall remain in full force and effect.
IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS ADDENDUM TO BE EXECUTED AS OF
THE DATE HEREOF FIRST HEREINABOVE WRITTEN.
NEVADA MANHATTAN MINING, INC. PURCHASER/DIRECTOR:
------------------------------------ -------------------------------------
By: Xxxxxxx X. Xxxxxx, C.O.O. Xxxxxxxxxxx X. Xxxxxxxx
