STOCK OPTION GRANT AGREEMENT
The undersigned JRECK SUBS GROUP, INC., a Colorado corporation with offices
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as the "Company") hereby grants to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, having an
address at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "optionee"),
options to purchase 1,000,000 shares of the Company's common stock upon the
terms and conditions hereinafter set forth:
6. Grant of Options. By this Agreement, the Company grants to the
Optionee, on the terms and conditions set forth herein, options
(individually or collectively referred to as the "Options") to purchase
1,000,000 shares of its common stock (the "Common Stock") at the purchase
price per share of $2.75 (the "Exercise Price").
7. Term of Options. The Options Shall terminate on December 29, 2000
(the "Expiration Date").
8. Exercise of Options. The Optionee may exercise the Options from time
to time, in whole or in part, at any time on or before the Expiration Date,
by giving written notice to the Company of such exercise and of the number
of shares the Optionee has elected to purchase. The purchase price per
share of the Options shall be the Exercise Price. The full Exercise Price
of the shares as to which the Options are being exercised shall be paid in
cash or certified or cashier's check.
9. Shareholder Rights. No Option shall confer any rights as a
shareholder with respect to the share subject to such option until the date
the Optionee exercises such Option. The Company shall deliver to the
Optionee a certificate representing the shares as to which Options have
been exercised as soon as administratively feasible following such
exercise.
10. Adjustments.
(d) If the Company shall at any time subdivide its outstanding shares
of common stock (or other securities at the time receivable upon the
exercise of the Options) by recapitalization, reclassification or split-up
thereof, or if the Company shall declare a stock dividend or distribute
shares of common stock ( or any other security convertible into shares of
common stock) to its shareholders, the number of shares of
common stock subject to this Agreement immediately prior to such
subdivision shall be proportionately increased, and if the Company shall at
any time combine the outstanding shares of common stock by
recapitalization, reclassification, reverse stock split, or combination
thereof, the number of shares of common stock subject to this Agreement
immediately prior to such combination shall be proportionately decreased.
(e) Whenever the number of shares of common stock purchasable upon
the exercise of the Options is adjusted, the Exercise Price shall be
adjusted to the nearest cent by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be
the number of shares of common stock purchasable upon the exercise
immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of common stock so purchasable immediately
thereafter.
(f) In case of any reorganization of the Company ( or any other
corporation, the securities of which are at the time receivable on the
exercise of Options) or if the Company (or any such other corporation)
shall consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then, and in each
such case, the Optionee, upon the exercise of any Options at any time after
the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive in lieu of the securities and
property receivable upon the exercise of the Options prior to such
consummation, the securities or property to which the Optionee would have
been entitled upon such consummation if the Optionee had exercised the
Options immediately prior thereto; in each such case, the terms of this
Agreement shall be applicable to the securities or property received upon
the exercise of the Options after such consummation.
7. Reserved Shares. The Company shall reserve sufficient authorized but
unissued shares of its stock ( or other securities, as referred to in
Section 5 above) so that, at any time on or prior to the Expiration Date,
authorized shares of common stock (or other securities, as referred to in
Section 5 above) may be issued upon the exercise of all Options under this
Agreement.
12. Notices. All notices provided for under this Agreement shall be in
writing and shall be delivered by hand or sent by certified mail to the
addresses set forth above or to such other addresses that the respective
parties may designate in writing.
13. Interpretation. This Agreement shall be governed by and construed
under the laws of the State of Colorado without reference to
conflict-of-law principles.
14. Amendment. No term, condition, understanding or agreement
purporting to modify the terms of this Agreement shall be binding unless
made in writing and signed by both parties hereto.
15. Waiver. No failure of a party to exercise any power given to it
under this Agreement or to insist upon strict compliance with any
obligation or condition hereunder, and no custom or practice of the parties
at variance with the terms hereof, shall constitute a waiver by such party
of its rights to demand exact compliance with the terms of this Agreement.
16. Binding, etc. This Agreement shall be binding upon the Company and
its successors and assigns and shall inure to the benefit of the Optionee
and his heirs, executors, and administrators.
IN WITNESS WHEREOF, the undersigned JRECK SUBS GROUP, INC. has caused this Stock
Option Grant Agreement to be executed by its duly authorized officer as of the
29th day of December, 1997.
JRECK SUBS, INC.
By: /s/
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Name:
Title: