THIS AGREEMENT made and dated the -------------------, 1999.
BETWEEN:
ePHONE TELECOM, INC., a body corporate, incorporated
under the laws of the State of Florida, United States
of America (herein referred to as the "Company")
OF THE FIRST PART
AND:
--------------------------, of ------------------------
in the City of ----------------------------------------
(herein referred to as the "Optionee")
OF THE SECOND PART
W H E R E A S:
A. The Optionee is, or has agreed to become, a director, officer, employee or
other direct or indirect provider of service to the Company.
B. As an incentive to the Optionee to continue to serve the Company, the
Company desires to grant to the Optionee an option to purchase shares in
its capital stock on the terms hereinafter contained;
NOW THEREFORE, in consideration of the premises and covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. The Company hereby grants to the Optionee an option ("Option") to purchase
------------- voting common shares in its capital, exercisable on or before
June 30, 2001 at a price of $0.50 (U.S.) per share.
2. During the term of the Option the Optionee may exercise, from time to time,
the whole or any part of the Option, by paying to the Company the purchase
price for the shares purchased pursuant thereto. Upon receipt of a request
for shares from the Optionee, and payment therefor, the Company shall
forthwith issue and allot to the Optionee the number of shares as shall
have been paid for.
3. The Option is not assignable by the Optionee; provided however, that if the
Optionee shall die while the Optionee is an employee, officer, director of,
or service provider to, the Company or of a subsidiary of the Company, the
Optionee's estate shall be entitled to exercise the whole or any part of
the Option existing at the date of death, at any time up to 1 year after
the date of death.
4. If, at any time during the continued existence of the Option, there shall
be any alteration in the capital stock of the Company, other than an
increase or decrease in its authorized or issued capital, the Option shall
attach to an appropriate number of the shares or securities of the Company
which shall have been created by any such alteration, and the price payable
on the exercise of the Option shall be adjusted proportionately to the
change in the shares resulting from such capital alteration.
5. The Optionee's continued service to the Company is a condition of the
continuance of the option herein granted. Accordingly, if the Optionee
shall, during the term of the within option, cease to be a director,
officer or employee of, or service provider to, the Company or a subsidiary
of the Company, the option herein granted to the Optionee shall cease and
terminate 30 days after the date upon which the Optionee last ceases to
hold any of the said positions or relationships to the Company.
6. The shares of the Company which an Optionee receives pursuant to this
Agreement may be subject to resale restrictions pursuant to the securities
laws of the United States or of the jurisdiction in which the Optionee
resides. The Optionee agrees to accept such shares subject to such
restrictions and acknowledges that if there are any such restrictions the
certificates received by the Optionee may be legended with a description of
such restrictions.
7. The Parties hereto agree to do such further and other acts and execute such
further and other documents as may be necessary to carry out the true
intent and meaning of this Agreement.
8. This Agreement shall enure to the benefit of and be binding upon the
Parties and their permitted heirs, executors, administrators and
successors.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.
ePHONE TELECOM, INC.
Per: -----------------------------
Authorized Signatory
----------------------------- ------------------------------
Witness Optionee
