EXHIBIT 10.3
STOCK OPTIONS AGREEMENT BETWEEN ▇▇▇▇ ▇▇▇▇▇▇ AND
RIMPAC RESOURCES LTD. DATED MARCH 27, 2002
{R}
RIMPAC
resources
the international technology & marketing company
STOCK OPTIONS AGREEMENT
(DIRECTOR OF THE BOARD - NON-EXECUTIVE POSITION)
THIS AGREEMENT made as of March 27, 2002
BETWEEN:
▇▇▇▇ ▇▇▇▇▇▇
First Floor, Saffrey Square Building
Bay Street & Bank Lane
P. O. Box N-8303
Nassau, Bahamas
(hereinafter called the "Optionee")
AND:
RIMPAC RESOURCES, LTD.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇.▇.
(hereinafter called the "Company")
WHEREAS the Directors of the Company have authorized the granting of options to
purchase shares in the capital of the Company to certain of its directors.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
DEFINITION
1. In this Agreement, the term "share" or "shares" means, as the case may be,
one or more Common shares, $0.001 par value, in the capital stock of the
Company as constituted at the date of this Agreement.
2001 - 2002(C)RIMPAC RESOURCES, LTD. INTERNET: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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(▇▇▇) ▇▇▇-▇▇▇▇
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GRANTING OF OPTION AND BONUS OPTION
2. The Company hereby irrevocably grants to the Optionee a non-assignable,
non-transferable option to purchase 200,000 shares in the capital stock of
the Company (hereinafter called the "Option") at $1.00 per share (the
"Option Price"), on the terms and conditions hereinafter set forth.
3. Based on successful performance by Optionee, the Company may offer Optionee
an additional 200,000 shares, exercisable price at $5.00/share, vested over
3 years, effective March 27, 2005 to March 26, 2008 (see explanation about
Exercise of Option in paragraph 4 below). The term performance may include
introducing qualified potential investors to the Company or successfully
help raise funds for the Company.
EXERCISE OF OPTION
4. Subject to paragraph 8 hereof, the Option shall vest over a three (3) year
period, beginning March 27, 2002. Each year, the Optionee may exercise up
to one-third (1/3) of the Option, by notice in writing to the Company to
that effect. The Option shall be exercisable for a three-year period as
shown below. Any such notice given to the Company (an "Exercise Notice")
shall specify the number of shares with respect to which the Option is
being exercised and shall be accompanied by a certified check to the
Company in full payment of the Option Price for the number of shares then
being purchased.
DATE VESTED EXPIRATION DATE # OF SHARES AVAILABLE FOR PURCHASE
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03/27/02 03/27/05 66,667
03/27/03 03/27/06 66,667
03/27/04 03/27/07 66,666
DELIVERY OF SHARE CERTIFICATE
5. The Company shall, within five business days after receipt of the Exercise
Notice, deliver to the Optionee a share certificate representing the number
of shares with respect to which the Option was exercised and issued as of
the date of the Exercise Notice.
6. An Exercise Notice shall be deemed to have been given, if delivered, on the
date of delivery, or if mailed, on the date of mailing. A mailed Exercise
Notice shall be sent by prepaid registered mail addressed to the Company at
its San Diego address.
OPTION ONLY
7. Nothing herein contained or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for any shares of the Company, except those
shares in respect of which the Optionee shall have exercised all or any
part of the Option granted hereunder.
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8. The Optionee shall have no rights whatsoever as a shareholder in respect of
any of the shares optioned hereunder other than in respect of optioned
shares upon which the Optionee shall have exercised all or any part of the
Option granted hereunder and which shall have been taken up and paid for in
full.
FILING WITH REGULATORY AUTHORITIES
9. This Agreement is required to be filed with the United States Securities
and Exchange Commission (the "SEC").
CAPITAL REORGANIZATION
10. In the event the authorized capital of the Company as presently constituted
is consolidated into a lesser number of shares or subdivided into a greater
number of shares, the number of shares in respect of which the Option
remains unexercised shall be decreased or increased proportionately as the
case may be, and the then prevailing purchase price to be paid by the
Optionee for each such share shall be correspondingly decreased or
increased as applicable. In the event the Company shall determine to
amalgamate or merge with any other company or companies (and the right to
do so is hereby expressly reserved) whether by way of statutory
amalgamation, sale of its assets and undertaking, or otherwise howsoever,
then and in each such event the number of shares in the corporation
resulting from such amalgamation or merger in respect of which the Option
remains unexercised shall be such number of shares in that corporation as
would have been acquired by the Optionee pursuant to the amalgamation or
merger had the Option been fully exercised immediately prior to the date of
such amalgamation or merger and the then prevailing purchase price of the
shares to be paid by the Optionee shall be correspondingly decreased or
increased as applicable.
TERMINATION OF OPTION
11. The Option is not assignable or transferable and shall terminate on the
30th day following the date upon which the Optionee fails to exercise it,
for any reason or cause whatsoever, during the term of this Agreement;
provided, however, that if such is due to the death of the Optionee, the
personal representative of the Optionee shall have the right to exercise
any unexercised part of the Option for a period of one year following the
date of death of the Optionee.
REGULATORY AND DIRECTORS APPROVAL
12. This Agreement is subject to the approval of the Company's Directors. The
granting of the Option has been approved by the members of the Company as
part of the general approval for the granting of new stock options to
recruit Directors of the Board of the Company passed by ordinary resolution
of the members of the Company.
TIME OF THE ESSENCE
13. Time shall be of the essence of this Agreement.
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SUCCESSORS
14. This Agreement shall enure to the benefit of and be binding upon the heirs,
executors and administrators of the Optionee and the successors of the
Company.
IN WITNESS WHEREOF the parties hereto have caused these presents to be executed
as of the day and year first above written.
RIMPAC RESOURCES, LTD.
Per:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President & CEO
(Company)
Per:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director
(Company)
▇▇▇▇ ▇▇▇▇▇▇
Per:
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▇▇▇▇ ▇▇▇▇▇▇
(Optionee)