TRIMAX CORPORATION STOCK OPTION AGREEMENT (Nonqualified Stock Option)
EXHIBIT
10.3
TRIMAX
CORPORATION
2007
STOCK OPTION PLAN
(Nonqualified
Stock Option)
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Employee/Optionee:
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«Name»
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Number
of Shares :
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«TotalShares»
Shares
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Option
Exercise Price:
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$
_________
per Share
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Date
of Grant:
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<<Grant
Date>>
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Exercise
Term:
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A
Period of __________ Years from the Date of Grant
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Vesting
Schedule:
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Percentage
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of
Shares
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Date
(from Grant Date)
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______*
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__________
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______*
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__________
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______*
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__________
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______*
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__________
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*rounded
to the next whole number of Shares
THIS
OPTION AGREEMENT
(the
“Agreement”)
is
entered into effective as of the _______ day of __________, 2007 by and
between
Trimax Corporation,
a
Nevada corporation (the “Company”),
and
the individual designated above (the “Optionee”).
RECITALS
A. The
2007
Stock Option Plan (the “Plan”)
was
adopted by the Company on ______________, 2007, and by the shareholders on
____________, 2007; and
B. The
Optionee performs valuable services for the Company, a Subsidiary or a Parent;
and
C. As
of the
date hereof, the Board of Directors of the Company granted the Option as
provided herein;
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STOCK OPTION PLAN
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NOW,
THEREFORE,
the
parties agree to the terms and conditions herein, including the
recitals.
1. Grant
of Option.
1.1 Option.
An
option to purchase shares of the Company’s Common Stock, $0.001 par
value
per
share, (the “Shares”)
is
hereby granted to the Optionee (the “Option”).
1.2 Number
of Shares.
The
number of Shares that the Optionee can purchase upon exercise of the Option
and
the dates upon which the Option can first be exercised are set forth
above.
1.3 Option
Exercise Price.
The
price the Optionee must pay to exercise the Option (the “Option
Exercise Price”)
is set
forth above.
1.4 Date
of Grant.
The
date the Option is granted (the “Date
of Grant”)
is set
forth above.
1.5 Type
of Option.
The
Option is intended to be a Nonqualified Stock Option. It is not intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended from time to time, or any successor
provision thereto.
1.6 Construction.
This
Agreement shall be construed in accordance and consistent with, and subject
to,
the provisions of the Plan (the provisions of which are incorporated herein
by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth in
the
Plan.
1.7 Condition.
The
Option is conditioned on the Optionee’s execution of this Agreement. If this
Agreement is not executed by the Optionee it may be canceled by the
Board.
2. Duration.
The
Option shall be exercisable to the extent and in the manner provided herein
during the Exercise Term, which is set forth above; provided, however, that
the
Option may be earlier terminated as provided in the Plan or in Section 1.7
or
Section 5 hereof.
3. Vesting.
The
Option shall vest, and may be exercised, with respect to the Shares, on or
after
the dates set forth above, subject to earlier termination of the Option as
provided in Section 1.7 and Section 5 hereof or in the Plan. The right to
purchase the Shares as they become vested shall be cumulative and shall continue
during the Exercise Term unless sooner terminated as provided
herein.
4. Manner
of Exercise and Payment.
4.1 To
exercise the Option, the Optionee must deliver a completed copy of the
Option
Exercise Form,
attached hereto as Exhibit
A,
to the
address indicated on such Form or such other address designated by the Company
from time to time. The Option may be exercised in whole or in part with respect
to the vested Shares; provided, however, the Committee may establish a minimum
number of Shares (e.g., 100) for which an Option may be exercised at a
particular time. Within thirty (30) days of delivery of the Option Exercise
Form, the Company shall deliver certificates evidencing the Shares to the
Optionee, duly endorsed for transfer to the Optionee, free and clear of all
liens, security interests, pledges or other claims or charges. Contemporaneously
with the delivery of the Option Exercise Form, Optionee shall tender the Option
Exercise Price to the Company, by cash, check, wire transfer or such other
method of payment (e.g., delivery or attestation of Shares already owned) as
may
be acceptable to the Committee pursuant to the Plan.
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STOCK OPTION PLAN
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4.2 The
Optionee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to any Shares subject to the Option until (i) the
Option shall have been exercised pursuant to the terms of this Agreement and
the
Optionee shall have paid the full purchase price for the number of Shares in
respect of which the Option was exercised, (ii) the Company shall have issued
and delivered the Shares to the Optionee, and (iii) the Optionee’s name shall
have been entered as a stockholder of record on the books of the Company,
whereupon the Optionee shall have full voting and other ownership rights with
respect to such Shares.
5. Termination
of Employment.
5.1 Termination
of Employment Due to Death.
In
the
event of the death of the Optionee, who at the time of his or her death was
an
Employee or Consultant and who had been in Continuous Status as an Employee
since the date of the grant of the option, any vested Option shall terminate
on
the earlier of (i) six (6) months after the date of the Optionee’s death, or
(ii) the expiration date otherwise provided in this Agreement. Under these
circumstances, the Option will be exercisable at any time prior to such
termination by the Optionee’s estate, or by such person or persons who have
acquired the right to exercise the Option by bequest or by inheritance or by
reason of the death of the Optionee. Any
nonvested Option terminates immediately upon the death of the
Optionee.
5.2 Termination
of Employment Due to Disability.
If an
Optionee's status as an Employee or Consultant is terminated at any time during
the Option period by reason of a disability (within the meaning of Section
22(e)(3) of the Code) and if the Optionee had been in Continuous Status as
an
Employee at all times since the date of grant of the Option, any vested Option
shall terminate on the earlier of (i) six (6) months after the date of
termination of his or her status as an Employee or Consultant, or (ii) the
expiration date otherwise provided in the Option agreement. Any nonvested Option
terminates immediately upon termination of the Optionee’s status as an Employee
or Consultant.
5.3 Termination
of Employment for Other Reasons.
If an
Optionee’s status as an Employee is terminated by the Optionee at any time after
the grant of an Option for any reason other than death or disability, as
provided in Sections 5.1 and 5.2, and not for “cause” as provided below, then
any vested Option terminates on the earlier of (i) three (3) months after
the date of termination of his or her status as an Employee or Consultant,
or
(ii) the expiration date otherwise provided in the Option agreement. Any
nonvested Options are terminated immediately upon termination of Optionee’s
status as an Employee or Consultant. If the Optionee’s status as an Employee is
terminated for “cause” (such termination being referred to as a “Termination for
Cause”) at any time by the Company after the grant of an Option by the Company,
then the Option terminates on the date of termination of Optionee’s status as an
Employee. For purposes of this Section 5.3, Termination for Cause shall mean
a
termination due to objective evidence of any of the following: (i) conviction
of
a felony; (ii) illegal conduct that is injurious to the Company; (iii) willful
or gross misconduct in carrying out duties; (iv) material dishonesty related
to
employment; or (v) fraud.
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STOCK OPTION PLAN
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5.4 Employment
by Subsidiary.
For
purposes of this Section and Section 8, employment with the Company includes
employment with any Parent or Subsidiary of the Company and service as a
Director of the Company or any Parent or Subsidiary shall be considered
employment with the Company. A change of employment between the Company and
any
Parent or Subsidiary (or between Subsidiaries or between a Subsidiary and a
Parent) is not a termination of employment under this Agreement.
6. Transferability.
Except
as
provided by the following sentence, the Option shall not be transferable other
than by will or by the laws of descent and distribution. For a period of
[number] months following the Date of Grant, the Option may be transferred
[in
whole or in part] [to the extent of [number] shares] to the following persons:
[list names of persons]; but to no other person. During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee or a transferee
permitted by the preceding sentence. Optionee hereby represents and covenants
that any transfer of the Option shall be to a “family member” as that term is
defined by the General Instructions to Form S-8, through a gift or a domestic
relations order. Optionee shall provide the Company with notice of any such
transfer prior to the date [number] months following the Date of Grant and
shall
further provide to the Company any further documentation with respect to the
transfer that the Company reasonably requests.
7. Restrictions
on the Options; Restrictions on the Shares.
The
Option may not be exercised at any time unless, in the opinion of counsel for
the Company, the issuance and sale of the Shares issued upon such exercise
is
exempt from registration under the Securities Act of 1933, as amended, or any
other applicable federal or state securities law, rule or regulation, or the
Shares have been duly registered under such laws. The Company shall not be
required to register the Shares issuable upon the exercise of the Option under
any such laws. Unless the Shares have been registered under all applicable
laws,
the Optionee shall represent, warrant and agree, as a condition to the exercise
of the Option, that the Shares are being purchased for investment only and
without a view to any sale or distribution of such Shares and that such Shares
shall not be transferred or disposed of in any manner without registration
under
such laws, unless it is the opinion of counsel for the Company that such a
disposition is exempt from such registration. The Optionee acknowledges that
an
appropriate legend, in such form as the Company shall determine, giving notice
of the foregoing restrictions shall appear conspicuously on all certificates
evidencing the Shares issued upon the exercise of the Option.
The
Optionee also acknowledges and agrees that,
in
connection with any public offering of the Company's stock, upon request of
the
Company or the underwriters managing any underwritten public offering of the
Company's stock and making such request with the approval of the Company's
Board of
Directors, not to sell, make any short sale of, loan, grant any option for
the
purchase of, or otherwise dispose of any of his Shares without the prior written
consent of the Company or such underwriters, as the case may be, from the
effective date of such registration for so long as the Company or the
underwriters may specify, but in any event not to exceed 180 days.
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STOCK OPTION PLAN
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8. No
Right to Continued Employment.
Nothing
in this Agreement or the Plan shall be interpreted or construed to confer upon
the Optionee any right with respect to continuance of employment by the Company
or any Parent or Subsidiary, nor shall this Agreement or the Plan interfere
in
any way with the right of the Company or a Parent or Subsidiary to terminate
the
Optionee’s employment at any time.
9. Adjustments
Upon Certain Events.
In
the
event of a change in capitalization, such as a stock split, the Committee shall
make appropriate adjustments to the number and class of Shares or other stock
or
securities subject to the Option and the purchase price for such Shares or
other
stock or securities. The Committee’s adjustment shall be made in accordance with
the provisions of Section 6(j) of the Plan and shall be effective and final,
binding and conclusive for all purposes of the Plan and this
Agreement.
Subject
to Section 6(l) of the Plan, in the event of a liquidation or dissolution,
any
unexercised options will terminate.
Subject
to Section 6(m) of the Plan, upon a merger, consolidation, separation,
reorganization or other business combination involving the Company, the Option
shall be assumed or replaced with a substitute equivalent option, under the
Plan
or any successor plan (whether created by the Company or its
acquirer).
10. Withholdings
of Taxes.
The
Company shall have the right to deduct from any distribution of cash to the
Optionee an amount equal to the federal, state and local income taxes and other
amounts as may be required by law to be withheld (the “Withholdings Taxes”) with
respect to the Option. If the Optionee is entitled to receive Shares upon
exercise of the Option, the Optionee shall pay the Withholdings Taxes (if any)
to the Company in cash prior to the issuance of such Shares. In satisfaction
of
the Withholdings Taxes, the Optionee may make a written election (the “Tax
Election”), which may be accepted or rejected in the discretion of the
Committee, to have withheld a portion of the Shares issuable to him or her
upon
exercise of the Option, having an aggregate Fair Market Value equal to the
Withholdings Taxes, provided that, if the Optionee may be subject to liability
under Section 16(b) of the Exchange Act, the election must comply with the
requirements applicable to Share transactions by such Optionees.
11. Modification
of Agreement.
This
Agreement may be modified, amended, suspended or terminated, and any terms
or
conditions may be waived, only by a written instrument executed by the parties
hereto.
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STOCK OPTION PLAN
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12. Severability.
Should
any provision of this Agreement be held by a court of competent jurisdiction
to
be unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such Holdings and shall continue in full
force in accordance with their terms.
13. Governing
Law.
The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Nevada without giving effect to the
conflicts of laws principles thereof.
14. Successors
in Interest.
This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, reorganization, purchase of stock or assets, or otherwise, all
or
substantially all of the Company’s assets and business. This Agreement shall
inure to the benefit of the Optionee’s heirs and legal representatives. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be final, binding and conclusive upon the Optionee’s
heirs, executors, administrators and successors.
15. Resolution
of Disputes.
Any
dispute or disagreement which may arise under, or as a result of, or in any
way
relate to, the interpretation, construction or application of this Agreement
shall be determined by the Board. Any determination made hereunder shall be
final, binding and conclusive on the Optionee and the Company for all
purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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STOCK OPTION PLAN
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IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.
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TRIMAX
CORPORATION
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| By: | ||
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Name:
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| Title: | ||
By
signing below, Optionee hereby accepts the Option subject to all its terms
and
provisions and agrees to be bound by the terms and provisions of the Plan.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board of Directors of the Company, and of the
Committee responsible for administration of the Plan, upon any questions arising
under the Plan. Optionee authorizes the Company to withhold, in accordance
with
applicable law, from any compensation payable to him or her, any taxes required
to be withheld by federal, state or local law as a result of the grant,
existence or exercise of the Option or subsequent sale of the
Shares.
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OPTIONEE
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| Signature: | ||
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Name:
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«Name» |
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[EXHIBIT
FOLLOWS]
2007
STOCK OPTION PLAN
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EXHIBIT
A
OPTION
EXERCISE FORM
I,
_____________________________, do hereby exercise the Option with a Date of
Grant of ___________________, ______ granted to me pursuant to the Option
Agreement. The
Shares being purchased and the Total Option Exercise Price are set forth
below:
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Number
of Shares:
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________________
Shares
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Option
Exercise Price Per Share
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x
$ ____________ per Share
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Total
Option Exercise Price:
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=
$ ____________.
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The
Total
Option Exercise Price is included with this Form.
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Signature
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Date:
___________________
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Send
or
deliver this Form with an original signature to
Trimax
Corporation
Attn:
President
▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Toronto,
Ontario M5C
1M1
CANADA
2007
STOCK OPTION PLAN
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