EXHIBIT 10.18
GRANT OF OPTION
This GRANT OF OPTION is made this 17th day of June 2005. INTEGRAL
TECHNOLOGIES, INC., a Nevada corporation, with principal executive offices
located at 000 Xxxx Xxxxxxx Xxxxx, Xx. 0, Xxxxxxxxxx, XX 00000 (the "Company"),
hereby grants to XXXXXX XXXXXXXXX, an individual residing at 0000 Xxxx Xxxxxx
Xx., Xxxxxxxxx XX 00000 ("Xxxxxxxxx"), an option to purchase shares of common
stock of the Company on the terms and conditions set forth herein.
1. Grant of Option. The Company hereby grants to Xxxxxxxxx an option to
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acquire one million (1,000,000) shares of the Company's common stock, subject to
the following terms and conditions:
(A) The option is exercisable in whole or in part at a cash exercise price
of $.50 per share.
(B) In the event of a "Triggering Event" (as defined below in this
paragraph), the exercise price per share shall automatically be adjusted down to
$.001 per share. For the purpose of this Agreement, a "Triggering Event" shall
be defined as the termination of employment of Xxxxxxxxx or a change in control
of the Company. A change in control of the Company shall be deemed to have
occurred if there is any sale, exchange or transfer of all or substantially all
of the assets of the Company, or if there is any merger or share exchange
involving the Company, which has the result of effecting a change in control of
the business through a change in management and/or officers and directors of the
Company.
(C) The option is fully vested and is exercisable at any time, or from
time to time, until it expires, on June 30, 2010.
(D) The option shall be exercised by delivery of notice in writing to the
Company setting out the number of optioned shares which Xxxxxxxxx intends to
purchase. The option shall be exercisable by Xxxxxxxxx upon payment in cash.
The Company agrees to deliver to Xxxxxxxxx a share certificate representing the
shares purchased not later than seven days after receipt of the notice and
payment.
(E) Appropriate adjustments shall be made to the number of shares of
common stock issuable upon exercise of the option and the exercise price thereof
in the event of: (i) a subdivision or combination of any of the shares of
capital stock of the Company; (ii) a dividend payable in shares of capital stock
of the Company; (iii) reclassification of any shares of capital stock of the
Company; or (iv) any other change in the capital structure of the Company.
(F) The option and the underlying shares of common stock are subject to
restrictions on transfer, as required by applicable federal and state securities
laws.
2. Advisors. The Company has not provided any legal or tax advice to
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Xxxxxxxxx, Xxxxxxxxx may not rely upon the Company or its advisors for any such
advice, and Xxxxxxxxx is responsible for obtaining such legal and tax advice as
he considers appropriate in connection with this Grant of Option and any
exercise of the option.
3. Entire Agreement. This Grant of Option constitutes and embodies the
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entire understanding and agreement of the parties and supersedes and replaces
all prior understandings, agreements and negotiations between the parties;
provided, however, that the Proprietary, Nondisclosure and Nonsolicitation
Agreement between Xxxxxxxxx and the Company executed on January 2, 2002, shall
remain in full force and effect.
4. Modification. No amendment of any provision of this Grant of Option
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shall be valid unless the same shall be in writing and signed by the Company.
This Grant of Option is effective the day and year first written above.
INTEGRAL TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxx, President
___________________________
Xxxxxxx X. Xxxx
President
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