GLOBUS INTERNATIONAL RESOURCES CORP.
AGREEMENT PURSUANT TO INDIVIDUAL STOCK OPTION GRANT
AGREEMENT ("Agreement") dated December 31, 1997 (the "Grant Date") by
and between Globus International Resources Corp., a Nevada corporation, with its
principal office at Two World Trade Center, Suite 2400, New York, New York 10048
(the "Company"), and Xxxxx Xxxxxx (the "Optionee").
WITNESSETH THAT:
WHEREAS, the Company has by resolution of its Board of Directors at a
meeting held on December 31, 1997 authorized the issuance of options to purchase
shares of the Company's common stock (the "Stock") to certain named individuals
in recognition of their valuable contributions to the Company; and
WHEREAS, the Optionee has been designated to be awarded such an option.
NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth, the parties hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Company grants to the Optionee the option to purchase from the
Company all or any part of an aggregate number of three hundred thousand
(300,000) shares of Stock (hereinafter such shares of Stock are referred to as
the "Optioned Shares" and the option to purchase the Optioned Shares is referred
to as the "Option").
2. OPTION PRICE. The option price to be paid for the Optioned Shares
shall be $1.72 per share, which is the greater of 110% of the fair market value
of the share.
3. EXERCISE OF OPTION. Subject to the terms and conditions of the Plan
and this Agreement, the Option may be exercised by the Optionee while an
Associate of the Company or any Subsidiary, in whole or in part, from time to
time, on or before the date (the "Terminal Date") which is ten (10) years after
December 31, 1997 (the "Effective Grant Date"). Options not exercised shall
accumulate and be exercisable at any time on or before the Terminal Date;
provided, however, the Option may not at any time be exercised as to fewer than
one hundred (100) shares. In no event shall the Company be required to issue
fractional shares.
4. NOTICE OF EXERCISE OF OPTION; PAYMENT. The Option may be exercised
only by written notice, delivered personally or mailed by postage prepaid,
registered or certified mail, return receipt requested, addressed to Chief
Financial Officer, Globus International Resources Corp., Xxx Xxxxx Xxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, specifying the number of shares of Stock
as to which the Option is being exercised. Such notice shall be accompanied by
payment of the entire option price of the Optioned Shares being purchased by
cash, certified or bank check. Alternatively, the payment may be made or in
whole or in part by (i) shares of the Company already owned by the Optionee or
(ii) by
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the withholding and surrender of Optioned Shares subject to the Option equal in
value to the option price. The value of shares and Optioned Shares for purposes
of this Agreement is the fair market value of a share of Common Stock and shall
be determined by reference to the last reported closing price of a share on any
national securities exchange upon which the shares of Common Stock are listed
(or the average of the closing bid and asked price or other applicable published
share quotation if the shares are not then traded on a national securities
exchange) on the trading day next preceding the date of the grant or exercise of
the option, as the case may be, or the last third party sale within a one-month
period prior to the date of grant, or if no such third party sales, the last
price at which shares of Common Stock were sold or redeemed by the Company if no
public market or pink sheet share quotations then exist for the shares,
whichever is applicable.
Upon receipt of the payment of the entire option price of the Optioned
Shares so purchased, certificates for such Optioned Shares shall be issued to
the Optionee. If the Optionee fails to pay for all of the shares of Stock
specified in the notice upon delivery thereof, the Optionee's right to purchase
may be terminated by the Company at its election.
5. TERMINATION AS AN ASSOCIATE.
(a) If the Optionee ceases to be an "Associate" (defined to mean a
Company director, officer or consultant) of the Company or any Subsidiary for
any reason whatsoever other than "for cause",
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or by application of clause 5(b) hereof, then the Option shall, to the extent
then exercisable, be exercisable during the three (3) months after the Optionee
ceases to be an Associate. Following expiration of such three (3) month period,
any Option granted to such Optionee shall terminate and may no longer be
exercised.
(b) If the Optionee ceases to be an Associate of the Company or any
Subsidiary by reason of death or permanent and total disability (within the
meaning of Section 22(e) of the Internal Revenue Code), the Option may be
exercised at any time within one (1) year after the date of permanent and total
disability or death, and not thereafter unless terminated earlier by its terms,
in whole or in part, by the Optionee or in the event of death, the person to
whom the Option is transferred by will or by applicable laws of descent and
distribution, by giving notice, as provided in Section 4 of this Agreement.
(c) If the Optionee ceases to be an Associate of the Company or any
Subsidiary due to termination "for cause", then the Option shall immediately
terminate.
6. STOCKHOLDER STATUS. The Optionee shall not be deemed for any purpose
to be a stockholder of the Company with respect to any shares which may be
acquired hereunder unless and until the Option shall have been exercised with
respect thereto, payment made in full of the option price and a stock
certificate issued therefor.
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7. NON-TRANSFERABILITY. The Option herein granted shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and may be exercised during the life of the Optionee only by the
Optionee.
8. RESTRICTIONS ON SALE, ETC.. The Optionee agrees that for Optionee
and Optionee's heirs, legatees, and legal representatives, with respect to all
shares of Stock acquired pursuant to the terms and conditions of this Agreement
(and any shares of stock issued pursuant to a stock dividend or stock split
thereon or any securities issued in lieu thereof or in substitution or exchange
therefor or in addition thereto), the Optionee and the Optionee's heirs,
legatees, and legal representatives will not sell or otherwise dispose of such
shares except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act"), or except in a transaction
which, in the opinion of counsel for the Company, is exempt from registration
under the Act.
9. THE COMPANY'S UNAFFECTED RIGHTS; CAPITAL ADJUSTMENTS.
(a) The existence of the Option herein granted shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations, or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures,
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preferred, or prior preference stock ahead of or affecting the Stock or the
rights thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
(b) In the event of any change in the outstanding shares of stock of
the Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, combination or exchange of shares or other similar
corporate change or in the event of any special distribution to the
stockholders, the Board of Directors of the Company shall make such equitable
adjustments in the exercise price and number of shares applicable to the
outstanding Optioned Shares, as the Board of Directors determines are necessary
and appropriate. Such adjustment shall be conclusive and binding for all
purposes of this Agreement.
10. CHANGE OF ASSOCIATE STATUS. Nothing in the Plan or this Agreement
shall abrogate the right of the Company or any Subsidiary to terminate or change
the terms of employment or other services rendered by the Optionee at any time
and for any reason whatsoever.
11. NONSTATUTORY OPTION. The Optionee understands that the option
granted hereunder is a nonstatutory stock option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Accordingly, the Company shall not be
obligated to
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issue any Optioned Shares until there has been compliance with such laws and
regulations as the Company may deem applicable, including, if required, federal,
state or local withholding tax requirements.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has executed this
Agreement, on the date first above written.
GLOBUS INTERNATIONAL RESOURCES CORP.
By:_________________________________
Optionee:___________________________
Address:____________________________
____________________________
Social Security
Number:_____________________________
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