CORONADO INDUSTRIES, INC. STOCK OPTION AGREEMENT UNDER 2006 EMPLOYEE STOCK OPTION PLAN
EXHIBIT
4.2(b)
CORONADO
INDUSTRIES, INC.
UNDER
2006 EMPLOYEE STOCK OPTION PLAN
Date
of
▇▇▇▇▇: March 24, 2006
Consult
Your Personal Tax Advisor: Substantial Tax Consequences Will Result From Your
Exercise Of This Stock Option
CORONADO
INDUSTRIES, INC., a Nevada corporation (the "Corporation")
hereby grants to _______________
(the
"Optionee"), pursuant
to the 2006 Employee Stock Option Plan of the Corporation (the
"Plan") which is incorporated herein by reference, an option to
purchase a total of ______________________________________
(__________)
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 March 23, 2016 (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 March 24, 2006.
2.
Option
Price.
The
Option price for the __________ Shares of
this
Option shall be $.053 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, retirement, 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 VI (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 delivering 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.
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 representations 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 not
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 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.
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(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.
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CORONADO
INDUSTRIES, INC.
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▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
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