Contract
THE
OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE OF THIS OPTION (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH
SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND
AS
REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION
OF
COUNSEL SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER
FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY
LAWS.
G8WAVE,
INC.
2006
STOCK OPTION AND PURCHASE PLAN:
SECTION
1. GRANT OF OPTION.
(a) Option.
On the
terms and conditions set forth in the 2006 Stock Option and Purchase Plan (the
“Plan”)
of
G8Wave, Inc., a Delaware corporation (the “Company”),
and
this Stock Option Agreement (this “Agreement”),
the
Company grants to Xxx Xxxxx (the “Optionee”)
on
August 1, 2006 (the “Date
of Grant”)
the
option to purchase One Hundred Sixty Six Thousand Seven Hundred and Twenty
Five
(166,725) Shares of the Company at the exercise price of $0.10 (the
“Exercise
Price”)
per
Share. This Option is intended to be an Incentive Stock Option.
(b) Defined
Terms.
This
Option is granted pursuant to the Plan, a copy of which is attached to this
Agreement. The Optionee hereby acknowledges having received and reviewed, and
understands the Plan. The provisions of the Plan are incorporated into this
Agreement by this reference. Capitalized terms not otherwise defined in this
Agreement are defined in Section 14 of the Plan.
SECTION
2. RIGHT TO EXERCISE.
(a) Exercisability
and Vesting.
Subject
to the terms and conditions set forth in this Agreement and the Plan, this
Option shall become exercisable and vest as follows: 16.6% of the Shares
exercisable under this Option shall vest as of the Date of Grant, an additional
8.4% of the Shares shall vest on the sixth (6th)
month
anniversary of the Date of Grant, and an additional 1/12 of the remaining Shares
shall vest on the last day of each three month period thereafter. Subject to
the
foregoing, this Option may be exercised for vested Shares in whole or part
at
any time prior to its expiration.
(b) Stockholder
Approval.
Any
other provision of this Agreement notwithstanding, no portion of this Option
shall be exercisable at any time prior to the approval of the Plan by the
Company's stockholders.
SECTION
3. EXERCISE PROCEDURES.
(a) Notice
of Exercise; Payment.
The
Optionee or the Optionee's representative may exercise this Option by giving
written notice of his or her election to exercise this Option (in substantially
the form of Notice of Stock Option Exercise attached to this Agreement) to
the
Company, along with payment in cash for the full amount of the Exercise Price;
provided,
however, that at the time of exercise, the Company, in its sole discretion,
may
permit another form of payment referenced in Section
7
of the
Plan.
(b) Issuance
of Shares; Escrow of Certificates.
After
receiving a properly completed Notice of Stock Option Exercise, the Company
shall cause to be issued the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names
of
such person and his or her spouse as community property or as joint tenants
with
right of survivorship). The Optionee hereby acknowledges and agrees that the
certificates representing the Shares issued upon exercise of this Option shall
be held by the Company in escrow in accordance with Section 11(c) of the
Plan.
(c) Withholding
Taxes.
As a
condition to the exercise of this Option, the Optionee shall make such
arrangements as the Board of Directors may require for the satisfaction of
any
federal, state, local or foreign withholding tax obligations that may arise
in
connection with such exercise. The Optionee shall also make such arrangements
as
the Board of Directors may require for the satisfaction of any federal, state,
local or foreign withholding tax obligations that may arise in connection with
the vesting or the disposition of Shares acquired by exercising this
Option.
SECTION
4. MISCELLANEOUS PROVISIONS.
(a) Notice.
Any
notice required by the terms of this Agreement shall be given in writing and
shall be deemed effective upon receipt. Such notice shall be given by personal
delivery or by registered or certified mail, with postage and fees prepaid.
Notice shall be addressed to the Company at its principal executive office
and
to the Optionee at the address that he or she most recently provided to the
Company.
(b) Entire
Agreement.
This
Agreement and the Plan constitute the entire contract between the parties to
this Agreement with regard to the subject matter of this Agreement. They
supersede any other agreements, representations or understandings (whether
oral
or written and whether express or implied) which relate to the subject matter
of
this Agreement.
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(c) Choice
of Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware as such laws are applied to contracts entered into and
performed in such State.
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By
the
Optionee’s signature and the signature of the Company’s representative below,
the Optionee and the Company agree that this Option is granted under, and
governed by, the terms and conditions of this Agreement and the Plan, a copy
of
which is attached to, and made a part of, this Agreement.
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OPTIONEE:
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COMPANY:
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XXX
XXXXX
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G8WAVE,
INC.
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By:
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/s/
Xxx Xxxxx
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By:
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/s/ Xxxxx Xxxxxx | |
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Name:
Xxxxx Xxxxxx
Its:
President
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Consent
of Spouse
I,
the
spouse of the above-named Optionee, acknowledge and agree that I have read,
understand and am bound by the terms of this Agreement and the Plan as to any
and all interests I may have in this Option or the Shares acquired by my spouse
under this Option.
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Print
Name
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Attachments:
(1)
2006
Stock Option and Purchase Plan
(2)
Form
of Notice of Stock Option Exercise
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