Exhibit 10.37
KEY EMPLOYEE
SHARE OPTION AGREEMENT
Dated December 1, 1998
This agreement supercedes and replaces the original agreement dated May 9, 1996.
Xxxxx Network Holding Corporation Inc. (the Company) hereby grants Xxxxx Xxxx (a
key Employee) effective October 1, 1994, the option to purchase 525,000 of its
Class A common voting shares at a price of $0.11 per share in the first year,
$0.13 in the second year, and $0.15 in the third year. This option shall
terminate in eight years from its effective date, which is September 30, 2002.
The right to purchase these shares will become available to Xxxxx Xxxx at the
end of each of the three years starting from October 1, 1994. The amount of the
purchase in the first year shall be restricted to a total of 25,000 shares; in
the second year to a total of 250,000 shares; and in the third year to 250,000
shares. In the event of, and at the time that the company or any of its
subsidiaries is sold or makes an offering of its shares to the public, Xxxxx
Xxxx will have the right to purchase all remaining shares not purchased. Xxxxx
Xxxx may elect to delay any or all of the purchases until the termination date
of this complete option on September 30, 2002. Any shares not purchased within
30 days after this termination date will not be available to Xxxxx Xxxx.
This option is in effect only while Xxxxx Xxxx is directly employed to the
Company or any of its subsidiaries. If Xxxxx Xxxx dies while employed by the
Company, his estate, personal representative or beneficiary may exercise this
option at any time within 90 days after such death. The number of shares
available for purchase will be those which would have become available to Xxxxx
Xxxx at the time of his death.
Xxxxx Network Holding Corporation Inc. I agree to the above terms
/s/ Xxxxxxxx Xxxxxx /s/ X. X. Xxxx
---------------------------------- -------------------------------
Xxxxxxxx Xxxxxx Xxxxx Xxxx
Chief Executive Officer
