EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of _____________, 2001, by and between GlobalNetCare,
Inc. a Florida corporation (the "Company") and ____________________ (the
"Optionee").
WHEREAS, the Company and the Optionee have agreed that the Optionee
shall provide certain services for the Company, and the Company desires to grant
to the Optionee an option to acquire an aggregate of _____________ shares of
common stock of the Company, $.001 par value per share (the "Stock"), on the
terms set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option. Effective as of the date first written above, the
Company hereby grants to the Optionee an option (the "Option") to purchase an
aggregate of __________ shares of Stock, pursuant to the terms of this
Agreement. The Option is not intended to be and shall not be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.
2. Option Price. The exercise price of the Option shall be $_____.00
U.S. per share of Stock subject thereto.
3. Conditions to Exercisability. The Option shall be exercisable with
respect to all or any part of the shares of Stock covered by the Option on the
date of this Agreement.
4. Period of Option. The Option shall expire on the earliest to occur
of:
(a) the tenth anniversary of the date of this Agreement;
(b) unless earlier exercised, the Option shall expire one (1) year following
the Optionee's death. In the event of the death of the Optionee, the executors,
administrators, legatees or distributees of the estate of the Optionee shall
have the right to exercise the Option in accordance with paragraph 5 hereof. In
the event the Option is exercised by the executors, administrators, legatees or
distributees of the estate of the Optionee the Company shall be under no
obligation to issue shares of Stock hereunder unless and until the Company is
satisfied that the person (or persons) exercising the Option is the duly
appointed executor or administrator or the proper legatee or distributes of the
estate of the Optionee.
5. Exercise of Option. The Option shall be exercised in the following
manner. The Optionee shall deliver to the Company written notice specifying the
number of shares of Stock that the Optionee elects to purchase, which shall be a
whole number of shares of Stock not less than 100. The Optionee must include
with such notice full payment of the exercise price for the Stock being
purchased pursuant to such notice. On exercise of the Option, if the Company is
required by law to withhold for the payment of taxes arising with respect to
such exercise, then the notice of exercise shall also be accompanied by payment
in cash of the amount of any taxes which are required by law to be so withheld.
(b) The Optionee will not be deemed to be a holder of any shares
of Stock pursuant to exercise of the Option until the date of the issuance of a
stock certificate for such shares and until such shares shall have been paid for
in full.
6. Certain Events. If the issued and outstanding shares of Stock are
increased or decreased, or are changed into or exchanged for a different number
or kind of shares or securities or other forms of property (including cash) or
rights, as a result of one or more reorganizations, recapitalizations,
spin-offs, stock splits, reverse stock splits, stock dividends or the like,
appropriate adjustments shall be made in the number and/or kind of shares or
securities or other forms of property (including cash) or rights for which this
Option may thereafter be exercised, all without any change in the aggregate
exercise price applicable to the unexercised portions of the Option, but with a
corresponding adjustment in the exercise price per share or other unit. No
fractional share of Stock shall be issued under this Option or in connection
with any such adjustment. Such adjustment shall be made by the Board of
Directors of the Company whose determinations as to what adjustments shall be
made, and the extent thereof, shall be final, binding and conclusive.
7. Representations of Optionee; Requirements of Law. By accepting the
Option, the Optionee represents and agrees for the Optionee and his transferees
by Will or the laws of descent and distribution that:
(a) The Optionee understands and acknowledges that the Stock has not
been registered under the Securities Act of 1933, as amended (the "Securities
Act") or any other applicable securities laws, and the Stock may not be offered,
sold or otherwise transferred except in compliance with the registration
statement requirements of the Securities Act and any other applicable securities
law or pursuant to an exemption therefrom and in each case in compliance with
the conditions for transfer set forth in paragraph (c) below.
(b) The Optionee is a person that, at the time the Option was
granted, was outside the United States and was not a U.S. person (and was not
acquiring the Option for the account or benefit of a U.S. person) within the
meaning of Regulation S under the Securities Act.
(c) The Optionee acknowledges that it will offer, sell or
otherwise transfer the Stock, prior to the date which is two years after the
later of the original issue date of the Stock and the last date on which the
Company or any affiliate of the Company was the owner of any of the Stock (or
any predecessor of the Company), only: (1) to the Company; (2) pursuant to a
registration statement that has been declared effective under the Securities
Act, (3) pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act in a transaction
meeting the requirements of Rule 904 under the Securities Act, or (4) pursuant
to another available exemption from the registration requirements of the
Securities Act, subject to the Company's right prior to any offer, sale or
transfer pursuant to clause (3) or (4) to require the delivery of an opinion of
counsel, certificates and/or other information reasonably satisfactory to the
Company.
(d) The Optionee agrees that it will not engage in hedging
transactions involving the Stock unless such transactions are in compliance with
the Securities Act.
(e) If the Optionee is a "dealer" or a person "receiving a selling
concession fee or other remuneration" within the meaning of Regulation ▇▇▇▇▇▇
the Securities Act, the Optionee acknowledges that until the expiration of the
one-year "restricted period" within the meaning of Rule 903 of Regulation S
under the Securities Act, any offer or sale of the Stock shall not be made by
the Optionee to a U.S. person or for the account or benefit of a U.S. person
within the meaning of Rule 902(k) of the Securities Act.
(f) Any certificate or certificates for shares of Stock purchased
upon exercise of the Option may contain a legend, in form and content acceptable
to the Company, setting forth the restricted nature of such shares of Stock. No
certificate or certificates for shares of Stock purchased upon exercise of this
Option shall be issued and delivered unless and until, in the opinion of legal
counsel for the Company, such shares may be issued and delivered without causing
the Company to be in violation of or incur any liability under federal, state or
other securities law or any other requirement of law of any regulatory body
having jurisdiction over the Company.
(g) The Optionee acknowledges that the Company and others will
rely upon the truth and accuracy of the foregoing representations, warranties
and agreements and agrees that, if any of the representations, warranties and
agreements made by the Optionee of the Stock are no longer accurate, it shall
promptly notify the Company.
8. Notices. Any notice to be given hereunder shall be in writing and
shall be deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:
To Optionee at:
Name:
Address:
City : Prov: Country:
Postal Code :
To the Company at:
GlobalNetCare, Inc.
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Attn: Faris Heddo, President
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With a copy to:
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
9. Any notice delivered personally or by courier under this paragraph
shall be deemed given on the date delivered and any notice sent by telecopy or
registered or certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date telecopied or mailed.
10. Governing Law. This agreement will be governed by and construed in
accordance with the laws of the State of Florida, without regard to its
conflicts of laws principles.
11. Amendments. The Board of Directors of the Company may at any time
and from time to time amend this Agreement; provided, however, that no such
amendment shall effect adversely any of the rights of the Optionee hereunder
without the Optionee's consent.
12. No Right to Continued Employment. Nothing in this Agreement shall
confer upon the Optionee the right to continue in the employ of the Company or
any subsidiary of the Company or to be entitled to any remuneration or benefits
not set forth herein or to interfere with or limit in any way the right of the
Company to terminate the Optionee's employment.
13. Option Not Transferrable. Except as expressly provided in this
Agreement, the Option and the rights granted thereunder may not be transferred,
assigned, pledged or hypothecated in any way.
14. Counterparts. This Agreement may be signed by the parties hereto
in separate counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
GLOBALNETCARE, INC.
By: Faris Heddo
Title President, CEO
OPTIONEE:
Signature
Printed Name:
