Exhibit 10(b)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief Executive Officer of ETSI, is
a party to stock option agreements under the Company's Non-Statutory Stock
Option Plan, all in the form attached, as follows:
Date of Agreement Option Shares Exercise Price Term
----------------- ------------- -------------- ----
11-4-97 60,000 $.50 5 years
2-2-98 350,000 $.50 5 years
2-12-98 400,000 $.27 5 years
Exhibit 10(b)
ETS INTERNATIONAL, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
Stock Option Agreement (the "Agreement") made this 2nd day of February,
1998 between ETS INTERNATIONAL, INC., a Virginia Corporation located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter called the "Company")
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an Employee for the Company (hereinafter called the
"Holder").
WHEREAS, a Non-Statutory Stock Option Plan was approved at a meeting of
directors of the Company held on April 11, 1995 (the "Plan") and the Company
desires to provide the Holder with an opportunity to acquire a proprietary
interest in the business of the Company and through stock ownership, and
increase personal interest in its continued success and progress:
NOW, THEREFORE, in consideration of the premises, the mutual covenants
hereinafter set forth and other good and valuable considerations, the Company
and Holder agree as follows:
1. Grant Of Option. The Company hereby grants to the Holder, as
compensation of services pursuant to Financial Consulting Agreement, the
option to purchase an aggregate of Three Hundred Fifty Thousand (350,000)
shares of the Company's Common Stock ("Shares"), on the terms and conditions
hereinafter set forth, at the purchase price of Fifty Cents ($0.50) per share
(the "Option") for a term of five years ("Option Term").
2. Stock Option Plan. It is understood that the Plan is
incorporated herein by reference and is made part of the Agreement as if
fully set forth herein. The Plan shall control in the event there is any
conflict between the Plan and the Agreement, and on such matters as are not
contained in the Agreement.
3. Exercise of Options.
(a) The Option shall become immediately exercisable, but not as to
less than Fifty (50) Shares or a multiple thereof, or the remaining Shares
covered by the Option. Notice shall be given to the Company by the Holder of
such exercise of the Option as provided below, and in a form similar to
Appendix A to the Agreement.
(b) Anything herein contained to the contrary notwithstanding, the
purchase price of any shares as to which the Option shall be exercised shall
be paid in full at the time of exercise of the Option with respect to such
shares. Upon payment in full at the time of such exercise, such shares shall
be issued as fully paid and nonassessable shares.
(c) Anything herein contained to the contrary notwithstanding, this
Option shall expire and may not be exercised, after the end of the fifth year
of the date of grant.
4. Restrictions on Option Transfer. The Option may not be assigned,
transferred, pledged, or hypothecated in any way (whether by operation of law
or otherwise), and shall not be subject to execution, attachment, property
settlement in divorce or marital separation or similar process. In the event
of any attempted assignment, transfer, pledge, hypothecation, or other
disposition of the Option contrary to the provisions hereof, or of the levy
of any attachment, judicial order or similar process upon the option, the
Company shall have the right to terminate the Option by notice to the person
then entitled to exercise the Option; provided, however, that termination of
the Option hereunder shall not prejudice any rights or remedies which the
Company or a subsidiary corporation may have under the Agreement or
otherwise.
5. Procedure for Exercise. Subject to the terms and conditions of
the Agreement, the Option shall be exercisable by notice to the Company.
Each such notice shall:
(i) state the election to exercise the option and the number of
shares in respect of which it is being exercised,
(ii) state that the shares in respect of which the Option is being
exercised are being paid for in full,
(iii)be signed by the person or persons exercising the Option and, in
the event that the Option is being exercised by any person or
persons other that the Holder, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option, and
(iv) be accompanied by a check payable to the order of the Company in
an amount equal to the purchase price of the shares in respect of
which the Option is being exercised.
The Option shall not be deemed to have been exercised unless all the
preceding provisions of this paragraph shall have been complied with, and for
all purposes of the Agreement the date of the exercise of the Options with
respect to any particular shares shall be the date on which such notice,
proof (if required), and check shall have all been mailed by registered mail
or delivered to the Company. 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 and shall be
delivered to or upon the written order of the person or persons exercising
the option within fifteen days after receipt by the Company of such notice,
proof (if required), and check. Such delivery shall be made at the principal
office of the Company, or at such other place as the Company shall have
designated by notice.
6 Restrictions on Stock Transfer. The Option Shares provided
pursuant to this agreement has been registered with the Securities and
Exchange Commission pursuant to Stock Option Plan dated April 11, 1995 and
are not restricted.
7. Notices. Each notice relating to the Agreement shall be in
writing and delivered in person or by registered mail to the Chief Financial
Officer of the company at its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. All notices to the Holder or other person or persons
then entitled to exercise the Option shall be delivered to the Holder or such
other person or persons at the Holder's address below specified.
8. Dispute Resolution. Any dispute or disagreement which shall
arise under, as a result of, or in any way relate to the interpretation or
construction of the Agreement shall be determined by the Committee appointed
by the Board of Directors of the Company (or any successor corporation) under
the Option or, in the event the Plan shall at the time be administered by the
Board of Directors of the Company (or any successor corporation), then by
such Board of Directors. Any such determination made hereunder shall be
final, binding, and conclusive for all purposes.
9 Governing Law. The Agreement shall be governed by the laws of
the State of Virginia.
10. Successors In Interest. The Agreement shall inure to the benefit
of and be binding upon each successor and assign of the Company. All
obligations imposed upon the Holder, and all rights granted to the Company,
hereunder or as stipulated in the Plan shall be binding upon the Holder's
heirs, legal representatives, and successors.
IN WITNESS WHEREOF, the Company has caused the Agreement to be executed
in its name by its President or one of its Vice Presidents and its corporate
seal to be hereunto affixed and attested by its Secretary or one of its
Assistant Secretaries on the day and year first above written, and the Holder
has hereunto set his hand and seal on the day and year specified below.
ETS INTERNATIONAL, INC.
By: s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Chief Financial Officer
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Holder: s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(Signature)
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Date: February 2, 1998
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