▇▇▇.▇▇▇ INC.
STOCK OPTION AGREEMENT
UNDER 2000 STOCK OPTION PLAN
Date of Grant: April 6, 2000
CONSULT YOUR PERSONAL TAX ADVISOR: SUBSTANTIAL TAX CONSE- QUENCES WILL
RESULT FROM YOUR EXERCISE OF THIS STOCK OPTION
▇▇▇.▇▇▇ Inc., a Nevada corporation (the "Corporation") hereby grants to
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Optionee"), pursuant to the 2000 Stock Option Plan of
the Corporation (the "Plan") which is incorporated herein by reference, an
option to purchase a total of THREE HUNDRED THOUSAND (300,000) Shares as defined
in the Plan (the "Option"), on the terms and conditions set forth in the Plan
and hereinafter. This Option shall not be exercisable later than April 5, 2010
(herein referred to as the "Expiration Date").
1. VESTING. Subject to the terms and conditions of this Agreement, the
Shares subject to this Option shall be fully vested and exercisable as of April
6, 2001.
2. OPTION PRICE. The Option price for the 300,000 Shares of this Option
shall be $.30 per share.
3. TERMINATION. This option and all rights hereunder to the extent such
rights shall not have been exercised shall terminate and become null and void if
the Optionee ceases to be a employee of the Company or its subsidiaries (whether
by resignation, retire- ment, dismissal, death or otherwise), except that (a) in
the event of the death or disability of the Optionee while an employee of the
Company, this option only to the extent exercisable at the date of death or
disability may be exercised within the applicable period of time and by the
persons indicated in Article VII (6) of the Plan, and (b) in the event of the
termination of the Optionee's employment by the Company for any other reason,
this option only to the extent exercisable at the date of such termination may
be exercised prior to the expiration of three (3) months from the date of such
termination, and shall terminate in all other respects; PROVIDED, HOWEVER, that
in no event may this option be exercised after the Expiration Date.
4. EXERCISE. This Option is exercisable with respect to all, or from time
to time with respect to any portion, of the Shares described above which have at
that time become vested, by deliver- ing written notice of such exercise, in the
form prescribed by the Board, to the principal office of the Secretary of the
Corporation. Each such notice shall be accompanied by payment in full of the
Option price of such Shares. The Board of Directors may grant to the Optionee
the right to make payment for the Shares of this Option pursuant to Article VIII
of the Plan (i.e., with Stock Appreciation Rights).
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5. NON-TRANSFERABLE. This Option shall during the Optionee's lifetime be
exercisable only by the Optionee, and neither this Option nor any right
thereunder shall be transferable except by will or laws of descent and
distribution, or be subject to attachment, execution or other similar process.
In the event of any attempt by the Optionee to alienate, assign, pledge,
hypothecate or otherwise dispose of the Option or any right thereunder, except
as provided for herein, or in the event of the levy of any attachment, execution
or similar process upon the rights or interest hereby conferred, the Corporation
may terminate this Option by notice to the Optionee and this Option shall
thereupon become null and void.
6. LEGAL RESTRICTIONS. If the sale of the Shares purchased hereunder is not
registered under the Securities Act of 1933, but an exemption is available which
requires an investment or other representation, the Optionee shall represent and
agree at the time of exercise that the Shares being acquired upon exercising
this Option are being acquired for investment, and not with view to the sale or
distribution thereof, and shall make such other representa- tions as are deemed
necessary or appropriate by the Corporation and its counsel. In addition, the
Optionee agrees that the following legend may be included on the certificate
representing the Shares:
The shares represented hereby have not been registered under the United
States Securities Act of 1933, as amended, and may not be sold, pledged, or
otherwise transferred without an effective registration thereof under such act
or an opinion of counsel, satisfactory to the company and its counsel, that such
registration is not required.
7. CORPORATE TRANSACTIONS.
(a) If the Corporation is merged or consolidated into or with another
corporation (other than by a merger or consolidation in which the Corporation is
the surviving corporation) or the Corporation or the Corporation's assets are
purchased by another company in exchange for stock, the Corporation shall give
the Optionee written notice of the Corporation's initial or preliminary
agreement to the transaction and the details of the transaction at least 60 days
prior to the closing of the transaction and an additional 30 days written notice
prior to the closing date of the transaction and each postponed closing date of
the transaction. The then exercisable but unexercised Shares granted in the
Option may be exercised by the Optionee at any time prior to the closing date of
the transaction and such exercised Shares shall then be deemed outstanding at
the close of the transaction.
8. TAX CONSEQUENCES. This Stock Option is intended as an "Incentive Stock
Option" under Section 422A of the Internal Revenue Code of 1986, as amended.
Substantial tax consequences are involved in the decision to exercise this
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Option. Therefore, the Optionee should consult with and seek advice from his
personal tax consultant prior to exercising this Option.
9. MISCELLANEOUS.
(a) Neither the granting of this Option nor the exercise thereof shall be
construed as conferring upon the Optionee any right to continue in the
engagement of the Corporation or any of its subsidiaries, or as interfering with
or restricting in any way the right of the Corporation to terminate such
engagement at any time.
(b) Neither the Optionee, nor any person entitled to exercise his rights in
the event of his death, shall have any of the rights of a stockholder with
respect to the Shares subject to this Option, except after such date the
Optionee or such person has been issued the Shares by the Corporation or its
agent.
(c) The Corporation is relieved from any liability for the non-issuance or
non-transfer or any delay in the issuance or transfer of any Shares subject to
this Option which results from the inability of the Corporation to obtain, or in
any delay in obtaining, from each regulatory body having jurisdiction all
requisite authority to issue or transfer Shares of the Corporation in
satisfaction of this Option if counsel for the Corporation deems such authority
necessary for the lawful issuance or transfer of any such shares.
(d) No Shares acquired by exercise of this Option shall be sold or
otherwise disposed of in violation of any federal or state securities law or
regulation in the Untied States.
(e) This Option shall be exercised in accordance with such administrative
regulations as the Corporation's Board may from time to time adopt. All
decisions of the Board upon any legitimate question arising under the Plan or
under this Stock Option Agreement shall be conclusive and binding upon the
Optionee and all other persons, if determined in good faith.
IN WITNESS WHEREOF, this Stock Option Agreement has been executed as of the
day and year first written above.
▇▇▇.▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Hair
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
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