EXHIBIT 10.2
NOVO NETWORKS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
NOVO NETWORKS, INC. 1999 OMNIBUS SECURITIES PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") is made and
entered into by and between NOVO NETWORKS, INC., formerly eVentures Group, Inc.,
a Delaware corporation (the "COMPANY"), and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, JR. (the
"OPTIONEE"), effective February 27, 2004 (the "DATE OF GRANT").
1. GRANT OF OPTION. The Company hereby grants to the Optionee and the
Optionee hereby accepts, subject to the terms and conditions hereof, a
Nonqualified Stock Option (the "OPTION") to purchase up to 25,000 shares of
Company's common stock, par value $0.00002 per share (the "COMMON STOCK"), at
the Exercise Price per share set forth in Section 4 hereof.
2. GOVERNING PLAN. This Option is granted pursuant to the Company's
1999 Omnibus Securities Plan (the "PLAN"), a copy of which is attached hereto.
Capitalized terms used but not otherwise defined herein have the meanings as set
forth in the Plan. The Optionee agrees to be bound by the terms and conditions
of the Plan, which are incorporated herein by reference and which control in
case of any conflict with this Agreement, except as otherwise specifically
provided for in the Plan.
3. EXPIRATION AND TERMINATION OF THE OPTION. The Option (to the extent
not earlier exercised or terminated in accordance with the Plan or this
Agreement) will expire at the end of business February 27, 2014, ten (10) years
from the Date of Grant of the Option (the "EXPIRATION DATE"). In the event the
Optionee ceases to serve as a member of the Company's board of directors, the
unexercised portion of the Option will terminate on the earlier of the date that
is (a) five (5) years after the date the Optionee ceased being a director or (b)
the Expiration Date. The Option may not be exercised after its expiration or
termination.
4. EXERCISE PRICE. The "EXERCISE PRICE" of the Option is two and seven
tenths cents ($0.027) per share of Common Stock. The Exercise Price is subject
to adjustment or amendment as set forth in the Plan, including, without
limitation, Section 3.4, Section 4.5(b) or Section 6.2 of the Plan.
5. VESTING. The Option shall vest as of the Date of Grant and be
immediately exercisable for the total number of shares of Common Stock set forth
in Section 1 hereof.
6. EXERCISE OF THE OPTION. The Option may be exercised, to the extent
not previously exercised, in whole or in part, at any time or from time to time
prior to the expiration or termination of the Option, except that no Option
shall be exercisable except in respect to whole shares, and not less than one
hundred (100) shares may be purchased at one time unless the number purchased is
the total number at the time available for purchase under the terms of the
Option. Exercise shall be accomplished by providing the Company with written
notice in the
NOVO NETWORKS, INC. NONQUALIFIED STOCK OPTION AGREEMENT - PAGE 1
form of Exhibit "A" attached hereto, which notice shall be irrevocable when
delivered and effective upon payment in full of the Option Price in accordance
with Section 5.4 of the Plan and Section 7 hereof and any amounts required in
accordance with Section 5.11 of the Plan for withholding taxes, and the
satisfaction of all other conditions to exercise imposed under the Plan.
7. PAYMENT OF EXERCISE PRICE. Upon any exercise of the Option, the
total Exercise Price for the number of shares for which the Option is then being
exercised and the amount of any federal, state and local withholding taxes
imposed thereon shall be paid in full to the Company in cash or with shares of
Common Stock that have been owned for at least six months by the Optionee (or by
the Optionee and his or her spouse jointly), or a combination thereof, or in
such other form permitted by applicable law and the Plan as the Administering
Body deems acceptable at the time of exercise, all in accordance with the
applicable provisions of Section 5.4 and Section 5.11 of the Plan.
8. ACKNOWLEDGMENT REGARDING OPTIONS. Optionee hereby represents,
acknowledges, agrees and understands that Optionee has no other options with
respect to shares of stock or equity in the Company and/or any Affiliated Entity
(including any subsidiaries or affiliates of the Company, such as Paciugo
Management, LLC, a Texas limited liability company ("PACIUGO"), Ad Astra
Holdings, LP, a Texas limited partnership ("AD ASTRA"), Axistel Communications,
Inc., a Delaware corporation ("AXISTEL"), and/or e.Volve Technology Group, Inc.,
f/k/a Orix Global Communications, Inc., a Nevada corporation ("E.VOLVE")),
validly granted, verbally promised or otherwise, prior to the effective date of
this Agreement, except as otherwise described on Exhibit "B" to this Agreement.
Optionee further acknowledges, agrees and understands that the Company is
relying on the statements contained herein with respect to the granting of
options as provided herein.
9. NONTRANSFERABILITY OF OPTION. The Option shall not be transferable
or assignable by the Optionee, other than in accordance with Section 5.9 of the
Plan or by will or the laws of descent and distribution (or as otherwise
permitted by the Administering Body in its sole discretion), and shall be
exercisable during the Optionee's lifetime only by him or her or by his or her
legal representative(s) or guardian(s) or any permitted transferee.
10. ADMINISTRATION. The Plan and this Agreement shall be administered
and may be definitively interpreted by the Administering Body, and the Optionee
agrees that the decisions of such Administering Body concerning administration
and interpretation of the Plan and this Agreement shall be final, binding and
conclusive on all persons.
11. SEVERABILITY. If any of the provisions of this Agreement should be
deemed unenforceable, the remaining provisions shall remain in full force and
effect.
12. MODIFICATION. This Agreement may not be modified or amended, nor
may any provision hereof be waived, in any way except in writing signed by the
parties hereto.
13. COUNTERPARTS. This Agreement has been executed in two counterparts
each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Optionee in acceptance of the
above-
NOVO NETWORKS, INC. NONQUALIFIED STOCK OPTION AGREEMENT - PAGE 2
mentioned Option, subject to the terms and conditions of the Plan and of this
Agreement, all as of the day and year first above written.
[SIGNATURE PAGE FOLLOWS]
NOVO NETWORKS, INC. NONQUALIFIED STOCK OPTION AGREEMENT - PAGE 3
SIGNATURE PAGE FOR NOVO NETWORKS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
Signature page for Novo Networks, Inc. Nonqualified Stock Option
Agreement, dated February 27, 2004.
COMPANY:
NOVO NETWORKS, INC.
By:
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Title: President
-----------------------------
OPTIONEE:
-----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr.
NOVO NETWORKS, INC. NONQUALIFIED STOCK OPTION AGREEMENT - PAGE 4
EXHIBIT "A"
NOTICE OF EXERCISE
UNDER
NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
NOVO NETWORKS, INC. 1999 OMNIBUS SECURITIES PLAN
To: Novo Networks, Inc. (the "COMPANY")
From: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. (the "OPTIONEE")
Date:
-----------------------------------
Pursuant to the Novo Networks, Inc. 1999 Omnibus Securities Plan (the
"PLAN") and the Nonqualified Stock Option Agreement (the "AGREEMENT")
(capitalized terms used without definition herein have the meanings given such
terms in the Agreement or the Plan) between the Company and myself, effective
February 27, 2004, I hereby exercise my Option as follows:
Number of shares of Common Stock I wish to purchase under the Option
Exercise Price per share $
Total Exercise Price $
"Vested Portion" of Option (see definition in Section 5 of the Agreement)
Number of shares I have previously purchased by exercising the Option
Expiration Date of the Option
I hereby represent, warrant, and covenant to the Company that:
a. I am acquiring the Common Stock for my own account, for investment,
and not for distribution or resale, and I will make no transfer of such Common
Stock except in compliance with applicable federal and state securities laws and
in accordance with the provisions of the Plan.
b. I can bear the economic risk of the investment in the Common Stock
resulting from this exercise of the Option, including a total loss of my
investment.
c. I am experienced in business and financial matters and am capable of
(i) evaluating the merits and risks of an investment in the Common Stock; (ii)
making an informed investment decision regarding exercise of the Option; and
(iii) protecting my interests in connection therewith.
d. Any subsequent offer for sale or distribution of any of the shares
of Common Stock shall be made only pursuant to (i) a registration statement on
an appropriate form under the Securities Act, which registration statement has
become effective and is current with regard to the shares being offered or sold,
or (ii) a specific exemption from the registration requirements of the
Securities Act, it being understood that to the extent any such exemption is
claimed, I shall, prior to any offer for sale or sale of such shares, obtain a
prior favorable written opinion, in form
EXHIBIT "A" - PAGE 1
and substance satisfactory to the Administering Body, from counsel for or
approved by the Administering Body, as to the applicability of such exemption
thereto.
I acknowledge that I must pay the total Exercise Price in full and make
appropriate arrangements for the payment of all federal, state and local tax
withholdings due with respect to the Option exercised herein, before the stock
certificate evidencing the shares of Common Stock resulting from this exercise
of the Option will be issued to me.
Attached in full payment of the total Exercise Price for the Option
exercised herein is ( ) a check made payable to the Company in the amount of
$___________________ and/or ( ) a stock certificate for _______ shares of Common
Stock that have been owned by me or by me and my spouse jointly for at least six
months, with a duly completed stock power attached with a total Fair Market
Value on the date hereof equal to the total Exercise Price.
Also attached in full payment of all withholding tax obligations
arising from exercise of the Option is (___) a check made payable to the Company
in the amount of such required withholding and/or (____) a stock certificate for
____ shares of Common Stock that have been owned by me or by me and my spouse
jointly for at least six months, with a duly completed stock power attached,
with a total Fair Market Value on the date hereof equal to the amount of such
required withholding.
[SIGNATURE PAGE FOLLOWS]
EXHIBIT "A" - PAGE 2
SIGNATURE PAGE FOR EXHIBIT "A", NOTICE OF EXERCISE UNDER
NONQUALIFIED STOCK OPTION AGREEMENT, PURSUANT TO THE NOVO
NETWORKS, INC. 1999 OMNIBUS SECURITIES PLAN
Signature page for Exhibit "A", Notice of Exercise under Nonqualified
Stock Option Agreement, dated February 27, 2004, pursuant to the Novo Networks,
Inc. 1999 Omnibus Securities Plan.
OPTIONEE:
--------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr.
RECEIVED BY THE COMPANY:
--------------------------------------
Name:
--------------------------------
Date:
--------------------------------
EXHIBIT "A" - PAGE 3
EXHIBIT "B"
DESCRIPTION OF EXISTING OPTIONS
GRANTED TO OPTIONEE
1. An option to purchase 25,000 shares of the Company's Common Stock
was granted to the Optionee under the Company's Plan with all 25,000 shares
vesting on February 21, 2003.
EXHIBIT "B"
