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EXHIBIT 6.32
STOCK OPTION GRANT AGREEMENT, DATED MARCH 26, 1997,
BY AND BETWEEN THE COMPANY AND XXXXXX XXXXXXXX
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SEQUESTER HOLDINGS, INCORPORATED
1997 STOCK PLAN
STOCK OPTION GRANT AGREEMENT
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND
SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR
SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Optionee: Xxxxxx X. Xxxxxxxx
Number of Option Shares: 1,000,000
Exercise Price Per Share: $0.53
Date of Grant: March 26, 1997
Expiration Date: March 26, 2007
Type of Stock Option (check one):
Incentive X Non-Qualified
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1. Grant of Option. Sequester Holdings, Incorporated, a Nevada
corporation (the "Company"), hereby grants to the optionee named above
("Optionee") an option ("Option") to purchase the total number of shares of
Common Stock of the Company set forth above (the "Shares") at the exercise price
per share set forth above (the "Exercise Price"), subject to all of the terms
and conditions of this Stock Option Grant Agreement ("Agreement") and the
Company's 1997 Stock Plan as it may be amended from time to time (the "Plan").
The Plan is incorporated herein by this reference. Terms defined in the Plan
have the same meaning in this Agreement. If designated as an Incentive Stock
Option above, this Option is intended to qualify as an "incentive stock option"
("ISO") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Exercise Period of Option. Subject to the terms and conditions
of the Plan and this grant, this Option shall become 100% exercisable as of the
date of this grant.
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3. Method of Exercise. The Option shall be exercised by the
Optionee (a) by giving written notice to the Secretary of the Company stating
the number of shares of Common Stock with respect to which the Option is being
exercised and (b) tendering payment of the option price for each share of Common
Stock to be purchased. The exercise price of any shares of Common Stock
exercised under this Option must be paid in full upon such exercise. Payment
shall be made in cash, previously owned shares of Common Stock (which have been
held at least six months by the Optionee), by promissory note or such other form
of consideration as the Committee may permit. If payment is made by promissory
note, such note shall be secured by the shares purchased, have a term of five
years, bear interest at an annual rate equal to the then applicable Federal
Reserve Rate, compounded annually, and all principal and interest shall be paid
in full at maturity or upon sale of any shares securing such note, whichever is
earlier. The Optionee's exercise notice provided for in this Section above shall
be accompanied by (i) this Agreement (for appropriate endorsement by the Company
to reflect such exercise), (ii) an investment letter pursuant to Section 9
below, if then required by the Committee, and (iii) such other agreements and
documents as may be reasonably requested by the Company.
4. Termination. In the event that the Optionee shall cease to be
employed or engaged by the Company or an Affiliate, the vesting hereof shall
immediately and automatically terminate on the Termination Date, the unvested
portion hereof shall terminate and, if the cessation of employment or engagement
is:
(a) due to any reason other than as set forth under (b)
through (e) below, such portion hereof as is vested on the
Termination Date shall remain exercisable for 30 days
after the Termination Date;
(b) due to retirement, such portion hereof as is vested on the
Termination Date shall remain exercisable for 3 months
after the Termination Date;
(c) due to a Disability, such portion hereof as is vested on
the Termination Date shall remain exercisable for 1 year
after the Termination Date;
(d) due to death while employed or engaged by the Company or
its Affiliate, or during the 3 month period following
retirement or during the one year period following
cessation of employment due to a Disability, such portion
hereof as is vested at the time of death shall remain
exercisable for 1 year after the date of the Optionee's
death; or
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(e) voluntary or involuntary and a result of, or in order to
pursue, any activity which constitutes competition with
the Company, or is inimical, contrary or harmful to the
interests of the Company, as determined by the Company,
the vested portion hereof shall cease to be exercisable on
the Termination Date.
5. Non-Transferability of Option. This Option may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated otherwise
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code.
6. "At Will" Status Unchanged. If Optionee is an "at will" employee
at the time this Option is granted, that status shall remain unchanged after the
grant of this Option and the grant of this Option shall not create any
obligation on the part of the Company to continue Optionee's employment.
7. No Rights as Stockholder. Optionee shall have no rights as a
stockholder with respect to shares of the Company's Common Stock covered by this
Option until the date of the issuance of a stock certificate or stock
certificates.
8. Modification, Termination and Adjustment. The rights of the
Optionee are subject to modification, termination and adjustment in certain
events as provided in the Plan.
9. Investment Covenant. The Optionee represents and agrees that as
a condition to exercise of this Option, the shares of Common Stock of the
Company that the Optionee acquires under this Option will be acquired by the
Optionee for investment and not with a view to distribution or resale, unless
counsel for the Company is then of the opinion that such a representation is not
required under the Securities Act of 1933, as amended, or any other applicable
law, regulation or rule of any governmental agency. The Company may place
restrictive legends on any certificates evidencing shares issued upon exercise
of any options hereunder if deemed necessary by the Company to comply with
applicable securities laws.
10. Form S-8 Registration. The Company agrees to use its best
efforts to register this Option under a Form S-8 registration statement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
SEQUESTER HOLDINGS, INCORPORATED
By ___________________________________
Its ______________________________
ACCEPTANCE BY OPTIONEE:
The Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that the Optionee is familiar with the
terms and provisions thereof. The Optionee hereby accepts this Option subject to
all the terms and provisions of the Plan and this Stock Option Grant Agreement.
The Optionee hereby agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Board and where applicable, the Committee,
upon any questions arising under the Plan and this Stock Option Grant Agreement.
OPTIONEE:
______________________________________
Xxxxxx X. Xxxxxxxx
Optionee Address:
______________________________________
______________________________________
______________________________________
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