EXHIBIT 10.24
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Optionee
BPK RESOURCES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
BPK RESOURCES, INC.
2004 STOCK INCENTIVE PLAN
This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between BPK Resources, Inc., a Nevada corporation (the
"Corporation"), and the person named on Schedule A hereto (the "Optionee").
WHEREAS, Optionee is a valuable employee of the Corporation and the
Corporation considers it desirable and in its best interest that Optionee be
given an inducement to acquire a proprietary interest in the Corporation and an
incentive to advance the interests of the Corporation by granting the Optionee
an option to purchase shares of common stock of the Corporation (the "Common
Stock");
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Optionee
an option to purchase from it, upon the terms and conditions set forth in the
Corporation's 2004 Stock Incentive Plan, as amended from time to time (the
"Plan"), a copy of which is attached hereto, that number of shares of the
authorized and unissued Common Stock of the Corporation as is set forth on
Schedule A hereto.
1. Terms of Stock Option. The option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:
(a) This option shall constitute a Non-Qualified Stock Option
which is not intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended;
(b) The per share exercise price for the shares subject to this
option shall be the Fair Market Value (as defined in the Plan)
of the Common Stock on the Grant Date, which exercise price is
set forth on Schedule A hereto;
(c) This option shall vest in accordance with the vesting schedule
set forth on Schedule A hereto; and
(d) No portion of this option may be exercised more than five (5)
years from the Grant Date.
2. Payment of Exercise Price. The option may be exercised, in part or
in whole, only by written request to the Corporation accompanied by payment of
the exercise price in full either: (i) in cash for the shares with respect to
which it is exercised; (ii) by set off against any amounts owed to the Optionee
by the Corporation. (iii) if the shares underlying the option are registered
under the Securities Act, by delivering to the Corporation a notice of exercise
with an irrevocable direction to a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, to sell a sufficient portion of the shares and
deliver the sale proceeds directly to the Corporation to pay the exercise price;
or (iv) in the discretion of the Board of Directors, by delivering previously
owned shares of Common Stock or a combination of shares and cash having an
aggregate Fair Market Value (as defined in the Plan) equal to the exercise price
of the shares being purchased; provided, however, that shares of Common Stock
delivered by the Optionee may be accepted as full or partial payment of the
exercise price for any exercise of the option hereunder only if the shares have
been held by the Optionee for at least six (6) months.
3. Miscellaneous.
(a) This Agreement is binding upon the parties hereto and their
respective heirs, personal representatives, successors and
assigns.
(b) This Agreement will be governed and interpreted in accordance
with the laws of the State of Nevada, and may be executed in
more than one counterpart, each of which shall constitute an
original document.
(c) No alterations, amendments, changes or additions to this
agreement will be binding upon either the Corporation or
Optionee unless reduced to writing and signed by both parties.
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In witness whereof, the parties have executed this Agreement as of the
Grant Date.
BPK RESOURCES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
OPTIONEE
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE A
1. Optionee: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
2. Grant Date: November 19, 2004
3. Number of Shares of Common Stock covered by the Option: 500,000
4. Exercise Price (Fair Market Value of Common Stock on the Grant Date): $.13
5. The Option shall be fully vested on the Grant Date.
/s/ CG
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Initials of Authorized
Officer of BPK RESOURCES, INC.
/s/ CG
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Optionee's Initials
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