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FORM OF
SVI HOLDINGS, INC
COMMON STOCK OPTION AGREEMENT
This Agreement is made as of _______________, 19_____, by and between SVI
Holdings, Inc., a Nevada corporation (Company) and _______________ (Option
Holder).
It is agreed as follows:
1. GRANT OF OPTION. Subject to the terms and conditions contained in
this Agreement, the Company hereby grants to the Option Holder, as of the date
of this Agreement, the right to purchase common stock in the maximum amount of
_______________ shares from time to time during the term of the Option at the
price of $________ US per common share.
2. OPTION TERM. This Option shall have a term of ________ years measured
from _______________, 19_____.
3. OPTION NONTRANSFERABLE. This Option is not transferable or assignable
by the Option Holder to an outside third party except by will or the laws of
descent and distribution. During the Option Holder's life, the options are
exercisable only by him.
4. DATES OF EXERCISE. Option Holder may, within the specified term of
this Option and pursuant to the provisions of this Agreement, purchase all or
any part of the Option shares at any time on or before the expiration date.
5. ADJUSTMENT TO OPTION SHARES. In the event any change is made to the
common stock issuable by reason of stock split, stock dividend, combination of
shares, or other change affecting the outstanding common stock as a class
without receipt of consideration, then appropriate adjustments will be made to
reflect such change and preclude any dilution or expansion of benefits
hereunder.
6. SPECIAL TERMS OF OPTION.
(a) In the event of any of the following Corporate transactions:
(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction with the principal purpose of
changing the Company's state of incorporation,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company,
(iii) any reverse merger in which the Company is the
surviving entity but in which 50% or more of the Company's voting stock is
transferred to holders different from those who held the stock immediately prior
to such merger,
Then this Option, to the extent not previously exercised,
shall be expressly assumed by the successor Company or parent company thereof.
(b) The Agreement shall not in any way affect the right of the
Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
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7. PRIVILEGE OF OPTION OWNERSHIP. The holder of this Option shall not
have any of the rights of a stockholder with respect to the Option shares until
such holder shall have exercised the Option and paid the Option price set out
herein.
8. MANNER OF EXERCISING OPTION.
(a) In order to exercise this Option with respect to all or any
number of the Option shares, Option Holder must take the following actions:
(i) Execute and deliver to the Secretary of the Company a
notice of exercise in written form with full payment for the aggregate Option
price for the purchased shares and any applicable taxes or fees in cash, cash
equivalents or a form of compensation agreed to by the parties to the Option.
The written request must also include the original, fully executed Common Stock
Option Agreement.
(b) This Option shall be deemed to have been exercised with
respect to the number of Option shares specified by the holder of the Option in
the written notice of exercise at such time as the notice of exercise and
payment for the shares being exercised are received by the Company. As soon as
possible thereafter, the Company shall deliver or mail to the Option Holder (i)
a certificate or certificates representing the shares so purchased with any
appropriate legends attached thereto, (ii) a new Common Stock Option Agreement
representing the remaining unexercised Options, if any.
(c) In no event may this Option be exercised for any fractional
shares.
9. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this Option and the issuance of Option shares
upon such exercise shall be subject to compliance by the Company and the Option
Holder with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange on which the shares of the
Company's common stock may be listed at the time of such exercise or issuance.
(b) In connection with the exercise of this Option, Option Holder
shall execute and deliver to the Company, such representations in writing as may
be requested by the Company in order for it to comply with the applicable
requirements of federal and state securities laws.
10. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, heirs, legal representatives
and assigns of Option Holder and the successors and assigns of the Company.
11. LIABILITY OF COMPANY. The inability of the Company to obtain
approval from any regulatory body having authority deemed by the Company to be
necessary to the lawful issuance and sale of any common stock pursuant to this
Option shall relieve the Company of any liability with respect to the
non-issuance or sale of the common stock as to which such approval shall not
have been obtained. The Company, however, shall use its best efforts to obtain
all such approvals.
12. STATED RESTRICTIONS - COMMON STOCK. All common stock shares issued
under this Option will carry a restriction that the shares be held by the holder
for a period not less that one year pursuant to Rule 144 under the Securities
Act of 1933, unless there is an effective registration statement pursuant to
such Act pertaining to such shares at the time of issuance.
13. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Company in care of its Secretary at its corporate offices. Any notice required
to be given or delivered to the holder of this Option shall be in writing and
delivered to the Option Holder at the address included in this Agreement. All
written notices shall be deemed to have been delivered upon personal delivery or
deposit in the U.S. mail, postage prepaid and properly addressed to the party to
be notified.
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14. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
regard to principles governing conflicts of law.
15. COUNTERPARTS. This Agreement MAY NOT be executed in counterparts.
There will be only one fully executed original which must be surrendered
concurrent with any exercise of the Option as defined in Paragraph 8(a)(i)
herein.
COMPANY:
SVI Holdings, Inc.
A Nevada corporation
By: ------------------------------------
Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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OPTION HOLDER:
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