THE SECURITY REPRESENTED BY THIS AGREEMENT HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.
STOCK OPTION AGREEMENT
----------------------
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of _____ of April, 2001, by and between xXXXXXXXXXX.XXX, INC., a Nevada
corporation (the "Corporation"), and _______________ ("Optionee").
W I T N E S S E T H:
-------------------
WHEREAS, Optionee is a valuable and trusted key employee of the
Corporation, and the Corporation considers it desirable to give Optionee an
added incentive to advance the Corporation's interests; and
WHEREAS, the corporation has determined to grant Optionee the right to
acquire certain stock of the Corporation pursuant to the terms and conditions of
this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and conditions hereinafter set forth and the sum of Ten and
00/100 dollars ($10.00), the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Option; Number of Shares; Price. The Corporation hereby grants, to
Optionee the right acquire eight hundred eighty thousand (880,000) shares (the
"Shares") of the common stock of the Corporation ("Common Stock") at a purchase
price of One Cent ($.01) per share (the "Purchase Price") ("Option"). The Option
and the right to acquire all or any portion of the Shares shall be immediately
exercisable , and is subject to the terms and conditions stated in this
Agreement. It is intended that the Option will not qualify for treatment as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Term of Agreement. This Agreement, and Optionee's right to
exercise the Option in whole or in part, shall expire in ten (10) years on April
__, 2011, unless the parties mutually agree to otherwise honor this Option.
3. Merger; Consolidation or Sale of Assets; Acceleration; Initial
Public Offering. Upon the reorganization, merger or consolidation of the
Corporation in which the Corporation is not the surviving entity, or upon the
dissolution or liquidation of the Corporation, or upon the sale of all or
substantially all the assets of the Corporation in a transaction or series of
related transactions (each of the foregoing is referred to herein as a "Material
Transaction"), Optionee shall have the right to exercise the unexpired Option
with respect to all the Shares. The Corporation shall give the Optionee written
notice at least thirty (30) days prior to the consummation of a Material
Transaction. Upon receipt of such notice from the Corporation, the Optionee may
exercise the unexpired Option and make payment of the exercise price in
accordance with the procedures described in Section 5 below by delivering a
written notice to the Corporation at least five (5) days prior to the
consummation of the Material Transaction. Unless otherwise provided by the Board
of Directors of the Corporation, if the Optionee does not exercise the Option or
only exercises the Option in part, then upon the consummation of the Material
Transaction, the Option (or the portion of the unexercised Option) shall
automatically expire and be of no further force or effect.
4. No Rights of Shareholder. Optionee shall have no rights as a
shareholder of any Shares or Common Stock covered by the Option until the date
an entry evidencing such ownership is made in the stock transfer books of the
Corporation (the "Exercise Date"). The Corporation will make no adjustment for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions of other rights for which the record date is prior to
the Exercise Date.
5. Restrictive Legends. Optionee hereby acknowledges that federal
securities law and the securities law of the state in which Optionee resides may
require the placement of certain restrictive legends upon the Shares issued upon
exercise of the Option, and Optionee hereby consents to the placing of any such
legends upon certificates evidencing the Shares as the Corporation, or its
counsel, may deem reasonably necessary; provided, however, that any such legend
shall be removed when no longer applicable.
6. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed first class, postage prepaid:
If to Corporation: xXxxxxxxxxx.xxx, Inc.
0000 Xxxxxxxxx 00 Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
If to Optionee:
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7. Withholding. At the time the Option is exercised, in
whole or in part, or at any time thereafter as requested by the Company, the
Optionee shall make adequate provision for federal and state tax withholding
obligations of the Company, if any, which arise upon exercise of the Option, in
whole or in part.
8. Certificate Registration. The certificate or certificates
for the shares as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.
9. Effect of Change in Stock Subject to the Option. Appropriate
adjustments shall be made by the Board of Directors of the Company in the
number, exercise price and class of shares of stock subject to the Option in the
event of a stock dividend, stock split, reverse stock split, combination,
reclassification or like change in the capital structure of the Company.
10. Binding Effect. This Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the Corporation and Optionee have executed this
Agreement as of the date first above written.
CORPORATION:
xXXXXXXXXXX.XXX, INC.,
a Nevada corporation
By:
------------------------
Xxxx Xxxxxx
President
OPTIONEE:
Print Name:
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