Gum Tech International, Inc.
Xxxxx of Nonqualified Stock Option
Date of Grant: October 30, 1997
THIS GRANT, dated as of the date of grant first stated above (the "Date of
Grant"), is delivered by Gum Tech International, Inc., a Utah corporation
("Company") to Xxxxxx Xxxxxxx (the "Grantee"), who is a consultant of Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
SECTION 1. GRANT OF OPTION
Subject to the terms and conditions hereinafter set forth, Company, with
the approval and at the direction of the Committee, hereby grants to the
Grantee, as of the Date of Grant, an option to purchase 200,000 shares of Stock
at a price equal to $9.00 per share. Such option is hereinafter referred to as
the "Option" and the shares of stock purchasable upon exercise of the Option are
hereinafter sometimes referred to as the "Option Shares."
SECTION 2. VESTING
Subject to the limitations set forth in Section 3, the Option shall become
fully vested and exercisable one year after the Date of Grant.
SECTION 3. TERMINATION OF OPTION
3.1 The Option and all rights hereunder with respect thereto, to the extent
such rights shall not have been exercised, shall terminate and become null and
void on October 30, 2000 (the "Option Term").
3.2 In the event of the death of the Grantee, the Option may be exercised
by the Grantee's legal representative(s) at any time within the Option Term.
SECTION 4. EXERCISE OF OPTIONS
4.1 The grantee may exercise the Option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving the Secretary
of Company written notice of intent to exercise. The notice of exercise shall
specify the number of Option Shares as to which the Option is to be exercised
and the date of exercise thereof, which date shall be at least five days after
the giving of such notice unless an earlier time shall have been mutually agreed
upon.
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4.2 Full payment (in U.S. dollars) by the Grantee of the option price for
the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in cash, certified funds or cashier's check,
or, with the prior written consent of the Committee, in whole or in part through
the surrender of previously acquired shares of Stock at their fair market value
on the exercise date.
No shares of Stock shall be delivered upon exercise of the Option until (i)
the purchase price is paid in full in the manner herein provided or (ii) the
Company receives any approval of any governmental authority required in
connection with the Option, or the issuance of Stock under this Agreement. The
Company is not required to deliver any shares of Stock pursuant to the exercise
of the Option if, in the opinion of counsel for the Company, the issuance would
violate the Securities Act of 1933 or any other applicable federal or state
securities laws or regulations.
4.3 If the Grantee fails to pay for any of the Option Shares specified in
such notice or fails to accept delivery thereof, the Grantee's right to purchase
such Option Shares may be terminated by Company. The date specified in the
Grantee's notice as the date of exercise shall be deemed the date of exercise of
the Option, provided that payment in full for the Option Shares to be purchased
upon such exercise shall have been received by such date.
SECTION 5. ADJUSTMENT OF AND CHANGES IN STOCK OF COMPANY
In the event of a reorganization, recapitalization, change of shares, stock
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation rights offering, or any other change in the
corporate structure or shares of capital stock of Company, the Committee shall
make such adjustment as it deems appropriate in the number and kind of shares of
Stock subject to the Option or in the option price: provided, however, that no
such adjustment shall give the Grantee any additional or reduced benefits under
the Option.
SECTION 6. NO RIGHTS OF STOCKHOLDERS
Neither the Grantee nor any personal representative shall be, or shall have
any of the rights and privileges or, a stockholder of Company with respect to
any shares of Stock purchasable or issuable upon the exercise of the Option, in
whole or in part, prior to the date of exercise of the Option.
SECTION 7. NON-TRANSFERABILITY OF OPTION
During the Grantee's lifetime, the Option hereunder shall be exercisable
only by the Grantee or any personal representative, guardian, conservator or
legal representative of the Grantee and the Option shall not be transferable
except, in case of the death of the Grantee, by will or the laws of descent and
distribution, nor shall the Option be subject to attachment, execution or other
similar process. In the event of (a) any attempt by the Grantee to alienate,
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assign, pledge, hypothecate or otherwise dispose of the Option, except as
provided for herein, or (b) the levy of any attachment, execution or similar
process upon the rights or interest hereby conferred, Company may terminate the
Option by notice to the Grantee and it shall thereupon become null and void.
SECTION 8. AMENDMENT OF OPTION
The Option may be amended by the Board or the Committee at any time without
the Optionee's consent if the Board or the Committee determines, in its sole
discretion, that amendment is necessary or advisable in the light of any
addition to or change in the Internal Revenue Code of 1986 or in the regulations
issued thereunder, or any federal or state securities law or other law or
regulation, which change occurs after the Date of Grant and by its terms applies
to the Option. Except as provided in the preceding sentence, the Option may be
amended by the Board or the Committee only with the consent of the Grantee.
SECTION 9. NOTICE
Any notice to Company provided for in this instrument shall be addressed to
it in care of its Secretary at the following address: Gum Tech International,
Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, and any notice to the
Grantee shall be addressed to the Grantee at 000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx
00000. Any notice shall be deemed to be duly given if and when properly
addressed and posted by registered or certified mail, postage prepaid.
SECTION 10. GOVERNING LAW
The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by an determined in accordance with the law of the
State of Arizona.
The Company has caused its duly authorized officer to execute this Grant of
Nonqualified Stock Option, and the Grantee has placed his or her signature
hereon, effective as of the Date of Grant.
GUM TECH INTERNATIONAL, INC.,
a Utah corporation
By:
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Xxxx Xxxxx, President
ACCEPTED AND AGREED TO:
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XXXXXX XXXXXXX
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