Exhibit 10.3
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
OCTOBER 1998 STOCK OPTION PLAN
Option AGREEMENT made this ___ day of ________, 1998, between
Environmental Remediation Holding Corporation, a Colorado corporation (the
"Corporation"), and ________________, an outside business consultant (the
"Consultant").
The Corporation desires, by affording the Consultants an opportunity to
purchase its common shares, of $.0001 par value per share, hereinafter called
the Common Shares, as hereinafter provided, to carry out the purpose of the
Stock Option Plan of Company.
Now, therefore, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Corporation hereby irrevocably grants to the
consultant a Option, hereinafter called the Option, to purchase all or any
part of an aggregate of ____ Common Shares(such number being subject to
adjustment as provided in paragraph 6 hereof) on the terms and conditions
herein set forth.
2. Purchase price. The purchase price of the Common Shares covered by the
Option shall be $_________ per share flat or ex-dividend.
3. Term of Option. The term of the Option shall be for a period of two years
from the date hereof. The Option may be exercised within the above
limitations, at any time or from time to time, as to any part of or all the
shares covered thereby; provided, however, that the Option may not be
exercised as to less than 100 shares at any one time (or the remaining
shares then purchasable under the Option, if less than 100 shares).
The purchase price of the shares as to which the Option shall be exercised
shall be paid in full in cash at the time of exercise. The holder of the
Option shall not have any of the rights of a shareholder with respect to
the shares covered by the Option except to the extent that one or more
certificates for such shares shall be delivered to him upon the due
exercise of the Option. The Option may not be exercised unless at the date
of exercise a registration statement on Form S-8 under the Securities Act
of 1933, as amended, relating to the shares covered by the Option shall be
in effect. The Corporation will endeavor to obtain prior to the time when
the Option would otherwise be exercisable the registration of the shares
covered by the Option under the Act, as amended.
4. Nontransferability. The Option shall not be transferable otherwise than by
will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Consultant, only by him. More
particularly (but without limiting the generality of the foregoing),
the Option may not be assigned, transferred (except as provided above),
pledged, or hypothecated in any way, shall not be assignable by operation
of law, and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge, hypothecation, or
other disposition of the Option contrary to the provisions hereof, and the
levy of any execution, attachment, or similar process upon the Option,
shall be null and void and without effect.
5. Termination of services. In the event that the services of the Consultant
shall be terminated, such termination shall not be affected Consultant's
rights in the Option. Nothing in this Option Agreement shall confer upon
the Consultant any right to continue in the service of the Corporation or
interfere in any way with the right of the Corporation to terminate his
services at any time.
6. Changes in capital structure. If all or any portion of the Option shall be
exercised subsequent to any share dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization, or liquidation occurring after the date hereof, as a result
of which shares of any class shall be issued in respect of outstanding
Common Shares or Common Shares shall be changed into the same or a
different number of shares of the same or another class or classes, the
person or persons so exercising the Option shall receive, for the aggregate
price paid upon such exercise, the aggregate number and class of shares
which, if Common Shares (as authorized at the date hereof) had been
purchased at the date hereof for the same aggregate price(on the basis of
the price per share set forth in paragraph 2 hereof) and had not been
disposed of, such person or persons would be holding, at the time of such
exercise, as a result of such purchase and all such share dividends, split
ups, recapitalizations, mergers, consolidations, combinations or exchanges
of shares, separations, reorganizations, or liquidations; provided, however
that no fractional share shall be issued upon any exercise, and the
aggregate price paid shall be appropriately reduced on account of any
fractional share not issued. No adjustment shall be made in the minimum
number of shares which may be purchased at any one time, as fixed by
paragraph 1.
7. Method of exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by written notice in the
Corporation, ▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇. Such notice shall
state the election to exercise the Option and the number of shares in
respect of which it is being exercised, and shall be signed by the person
or persons so exercising the Option. Such notice shall either: (a) be
accompanied by payment of the full purchase price of such shares, in which
event the Corporation shall deliver a certificate or certificates
representing such shares in which event the Corporation shall deliver a
certificate or certificates representing
such shares as soon as practicable after the notice shall be received; or
(b) fix a date (not less than five nor more than ten business days from the
date such notice shall be received by the Corporation) for the payment of
the full purchase price of such shares at the against delivery of a
certificate or certificates representing such shares. Payment of such
purchase price shall, in either case, be made by check payable to the order
of the Corporation. The certificate or certificates for the shares as to
which the Option shall have been so exercised shall be registered in the
name of the person or persons so exercising the Option (or, if the Option
shall be exercised by the Consultant and if the Consultant shall so request
in the notice exercising the Option, shall be registered in the name of the
Consultant and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the
person or persons exercising the Option. In the event the Option shall be
exercised by any person or persons other than the Consultant, such notice
shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option. All shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.
8. General. The Corporation shall at all times during the term of the Option
reserve and keep available such number of Common Shares as will be
sufficient to satisfy the requirements of this Option Agreement, shall pay
all original issue and transfer taxes with respect to the issue and
transfer of shares pursuant hereto and all other fees and expenses
necessarily incurred by the Corporation in connection therewith, and will
from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Corporation, shall be
applicable thereto.
IN WITNESS WHEREOF, The Corporation has caused this Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Consultant has
hereunto set his hand and seal, all on the day and year first above written.
Corporate Seal Environmental Remediation
Holding Corporation
Attest: By:
------------------------- ------------------------
President
________________________(L.S.)
Consultant