EXHIBIT 10(h)
Specimen Option agreement for Consultants
THE OPTIONS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
THE EXERCISE OF THE OPTIONS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT") OR QUALIFIED FOR SALE UNDER THE SECURITIES
LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES. NO REGULATORY BODY HAS
ENDORSED THESE SECURITIES. THIS OPTION CERTIFICATE, THE OPTIONS IT EVIDENCES,
AND THE UNDERLYING COMMON STOCK ISSUED ON EXERCISE OF THE OPTIONS, MAY NOT BE
SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 AND APPLICABLE
STATE BLUE SKY LAWS ACT OR IN VIOLATION OF SUCH SECURITIES LAWS.
OPTION TO PURCHASE SHARES OF COMMON STOCK OF
COMPUTERIZED THERMAL IMAGING, INC.
NO. ________________ _________ OPTIONS
Grant Date _________________
Incentive Stock Options................................................... [ ]
Nonstatutory Stock Option Pursuant to 95 & 97 Plan........................ [ ]
Nonstatutory Stock Option Granted Outside 95 & 97 Plan.................... [X]
Option Agreement
This Option Agreement certifies that __________ (the "Holder") is the owner of
________. Options (subject to adjustment as provided herein), each of which
represents the right to subscribe for and purchase from COMPUTERIZED THERMAL
IMAGING, INC., a Nevada corporation (the "Company"), one share of the common
stock, par value $0.001 per share, of the Company (the common stock, including
any stock into which it may be changed, reclassified or converted, is herein
referred to as the "Common Stock") at the purchase price of $ ___ per share (the
"Exercise Price).
THESE OPTIONS ARE NOT GRANTED IN RESPECT TO ANY QUALIFIED STOCK PLAN OF THE
COMPANY. ACCORDINGLY, SUCH OPTIONS ARE NONQUALIFIED OPTIONS FOR UNITED STATES
TAX PURPOSES. THE HOLDER HEREOF SHOULD CONTACT A TAX ADVISOR REGARDING THE TAX
TREATMENT OF THESE OPTIONS.
The Options represented by this Option Agreement are subject to the following
provisions, terms and conditions:
1. Vesting of Options.
The holder shall be entitled to exercise the Options at any time during
the Exercise Period, as defined in Section 2 below.
2. Exercise of Options.
The Options may be exercised by the Holder in whole, or in part, (but
not as to a fractional share of Common Stock), by surrender of this Option
Agreement at the office of the Company located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as
may be designated by notice in writing to the Holder at the address of such
Holder appearing on the books of the Company) with the appropriate form attached
hereto duly completed, at any time within the period beginning on the date
hereof and expiring at 5:00 p.m. Lake Oswego, Oregon time, _________ (the
"Exercise Period") and by payment to the Company by certified check or bank
draft of the Exercise Price for such shares. The Company agrees that the shares
of Common Stock so purchased shall be and are deemed to be issued to the Holder
as the record owner of such shares of Common Stock as of the close of business
on the date on which the Option Agreement shall have been surrendered and
payment made for such shares of Common Stock. Agreements representing the shares
of Common Stock so purchased, together with any cash for fractional shares of
Common Stock paid pursuant to Section 4(f), shall be delivered to the Holder
promptly, and, unless the Options have expired, a new Option Agreement
representing the number of Options represented by the surrendered Option
Agreement, if any, that shall not have been exercised also shall be delivered to
the Holder within such time.
3. Shares Fully Paid; Reservation of Shares.
All shares of Common Stock that may be issued upon the exercise of the
rights represented by this Option shall, upon issuance, be fully paid and
non-assessable, and free from all taxes (other than taxes based on the income of
the holder of this Option), with respect to the issue thereof. During the period
within which the rights represented by this Option may be exercised, the Company
shall at all times have authorized and reserved for issuance upon exercise of
the purchase right evidenced by this Option, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Option. The Company agrees that its issuance of this Option shall constitute
full authority to its officers who are charged with the duty of executing stock
Agreements to execute and issue the necessary agreements for shares of common
Stock issuable upon exercise of this Option.
4. Adjustments.
The Exercise Price and the number of shares of Common Stock issuable
upon exercise of each Option shall be subject to adjustment from time to time as
follows:
(a) STOCK DIVIDENDS; STOCK SPLITS; REVERSE STOCK SPLITS;
RECLASSIFICATIONS. In case the Company shall (i) pay a
dividend with respect to its Common Stock in shares of capital
stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a
smaller number of shares of any class of Common Stock or (iv)
issue any shares of its capital stock in a reclassification of
the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company
is the continuing corporation), other than elimination of par
value, a change in par value, or a change from par value to no
par value (any one of which actions is herein referred to as
an "Adjustment Event"), the number of shares of Common Stock
purchasable upon exercise of each Option immediately prior to
the record date for such Adjustment Event shall be adjusted so
that the Holder shall thereafter be entitled to receive the
number of shares of Common Stock or other securities of the
Company (such other securities thereafter enjoying the rights
of shares of Common Stock under this Option Agreement) that
such Holder would have owned or have been entitled to receive
after the happening of such Adjustment Event, had such Option
been exercised immediately prior to the happening of such
Adjustment Event or any record date with respect thereto. An
adjustment made pursuant to this Section 4(a) shall become
effective immediately after the effective date of such
Adjustment Event retroactive to the record date, if any, for
such Adjustment Event.
(b) ADJUSTMENT OF EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of each Option is
adjusted pursuant to Section 4(a), the Exercise Price for each
share of Common Stock payable upon exercise of each Option
shall be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, the
numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of each Option immediately
prior to such adjustment, and the denominator of which shall
be the number of shares of Common Stock so purchasable
immediately thereafter.
(c) DE MINIMIS ADJUSTMENTS. No adjustment in the Exercise Price
and number of shares of Common Stock purchasable hereunder
shall be required unless such adjustment would require an
increase or decrease of at least $0.05 in the Exercise Price;
provided, however, that any adjustments which by reason of
this Section 4(c) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest full share.
(d) ADJUSTMENT LIMITATIONS. Except as provided in this section 4,
no adjustment on account of dividends or interest on Common
Stock or other securities purchasable hereunder will be made
upon the exercise hereof.
(e) STATEMENT ON OPTION AGREEMENTS. The form of this Option
Agreement need not be changed because of any change in the
Exercise Price or in the number or kind of shares purchasable
upon the exercise of a Option. However, the Company may at any
time in its sole discretion make any change in the form of the
Option Agreement that it may deem appropriate and that does
not affect the substance thereof and any Option Agreement
thereafter issued, whether in exchange or substitution for any
outstanding Option Agreement or otherwise, may be in the form
so changed.
(f) FRACTIONAL INTEREST. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of the
Options. The number of full shares of Common Stock which shall
be issuable upon such exercise shall be computed on the basis
of the aggregate number of whole shares of Common Stock
purchasable on the exercise of the Options so presented. If
any fraction of a share of Common Stock would, except for the
provisions of this Section 4(f), be issuable on the exercise
of the Options (or specified proportion thereof), the Company
shall pay an amount in cash calculated by it to be equal to
the then fair value of one share of Common Stock, as
determined by the Board of Directors of the Company in good
faith, multiplied by such fraction computed to the nearest
whole cent.
5. No Rights of Shareholder.
The Option Holder shall not be entitled to vote or to receive dividends
or shall otherwise be deemed to be the holder of shares of Common Stock for any
purpose, nor shall anything contained herein or in any Option Agreement be
construed to confer upon the Holder, as such, any of the rights of a shareholder
of the Company or any right to vote upon or give or withhold consent to any
action of the Company (whether upon any reorganization, issuance of securities,
reclassification or conversion of Common Stock, consolidation, merger, sale,
lease, conveyance, or otherwise), receive notice of meetings or other action
affecting shareholders (except for notices expressly provided for herein) or
receive dividends or subscription rights, until the Option Agreement shall have
been surrendered for exercise accompanied by full and proper payment of the
Exercise Price as provided herein and shares of Common Stock hereunder shall
have become issuable and until the Holder shall have been deemed to have become
a holder of record of such shares. The Holder shall not, upon the exercise of
Options, be entitled to any dividends if the record date with respect to payment
of such dividends shall be a date prior to the date such shares of Common Stock
became issuable upon the exercise of such Options.
6. Registration Rights.
(a) PIGGYBACK REGISTRATION. If at any time or from time to time,
the Company shall determine to register any of its securities,
for its own account or the account of any of its shareholders,
other than a registration relating solely to employee benefit
plans, the Company will include in such registration, and in
any underwriting involved therein, all the shares of Common
Stock issuable upon exercise of this Option.
(b) PERIOD OF EFFECTIVENESS. The Company shall use its best effort
to maintain the effectiveness of any registration statement
pursuant to this section 6 for a period in excess of the
shorter of (i) the period during which the Option holder shall
hold any shares of Common Stock or (ii) nine months after the
effective date of the registration statement.
(c) EXPENSES. All fees, disbursements and expenses incurred by the
Company in connection with any registration pursuant to this
section 6 shall be borne by the Company, excluding legal fees
and disbursements of counsel for the Option holder.
7. Closing of Books.
The Company will at no time close its transfer books against the
transfer of any Option or of any shares of Common Stock or other securities
issuable upon the exercise of any Option in any manner which interferes with the
timely exercise of the Options.
8. Options Exchangeable; Loss, Theft.
This Option Agreement is exchangeable, upon the surrender hereof by any
Holder at the office or agency of the Company referred to in Section 2, for new
Option Agreements of like tenor representing in the aggregate the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder, each such new Option to represent the
right to subscribe and purchase such number of shares of Common Stock as shall
be designated by said Holder hereof at the time of such surrender. Upon receipt
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation, or upon surrender or cancellation of this Option Agreement, the
Company will issue to the Holder hereof a new Option Agreement of like tenor, in
lieu of this Option Agreement, representing the right to subscribe for and
purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder.
9. Mergers, Consolidations.
If the Company shall merge or consolidate with another corporation, the
Holder of this Option shall thereafter have the right, upon exercise hereof and
payment of the Exercise Price, to receive solely the kind and amount of shares
of stock (including, if applicable, Common Stock), other securities, property or
cash or any combination thereof receivable by a holder of the number of shares
of Common Stock, as adjusted from time to time, for which this Option might have
been exercised immediately prior to such merger or consolidation (assuming, if
applicable, that the Holder of such Common Stock failed to exercise its rights
of election, if any, as to the kind or amount of shares of stock, other
securities, property or cash or combination thereof receivable upon such merger
or consolidation).
10. Expenses.
The Holder shall bear the cost of all underwriting discounts, selling
commissions and stock transfer taxes applicable to the Option and the Common
Stock underlying the Options.
11. Representations.
The Company represents and options to the holder of this
Option as follows:
(a) This Option has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms, subject to the laws
of general application relating to bankruptcy, insolvency, and
the relief of debtors and the rules of law or principles of
equity governing specific performance, injunctive relief, and
other equitable remedies; and
(b) The Shares have been duly authorized and reserved by the
Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable.
12. Compliance with Securities Laws.
The holder of this Option, by acceptance hereof, agrees that this
Option and the Common Stock to be issued upon exercise hereof are being acquired
for investment and that such holder will not offer, sell or otherwise dispose of
this Option or any Common Stock to be issued upon exercise hereof except under
circumstances that will not result in a violation of the 1933 Act or any
applicable state Blue Sky law. This Option and all Common Stock issued upon
exercise of this Option (unless registered under the ▇▇▇▇ ▇▇▇) shall bear a
legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER SUCH ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED."
13. Disposition of Option and Common Stock.
With respect to any offer, sale or other disposition of this Option or
any shares of Common Stock acquired pursuant to the exercise of this Option
prior to registration of such shares, the holder hereof and each subsequent
holder of this Option agrees to give written notice to the Company prior
thereto, describing briefly the manner thereof, together with a written opinion
of such holder's counsel, if requested by the Company, to the effect that such
offer, sale or other disposition may be effected without registration or
qualification of this Option or such Common Stock under the 1933 Act or any
applicable state Blue Sky law then in effect, and indicating whether or not
under any of said laws certificates for this Option or such Common Stock to be
sold or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance therewith. Upon
receiving such written notice and reasonably satisfactory opinion, if so
requested, the Company shall notify such holder that such holder can sell or
otherwise dispose of this Option or such Common Stock, all in accordance with
the terms of the notice delivered to the Company. If a determination has been
made pursuant to this section 12 that the opinion of counsel for the holder is
not reasonably satisfactory to the Company, the Company shall so notify the
holder promptly after such determination has been made.
14. Miscellaneous.
(a) BINDING ON SUCCESSORS. This Option shall be binding upon any
successors or assigns of the Company. This Option shall
constitute a contract under the laws of the State of Oregon
and for all purposes shall be construed in accordance with and
governed by the laws of the State of Oregon.
(b) HEADINGS. The headings in this Option are for purposes of
convenience and reference only and shall not be deemed to
constitute a part hereof.
(c) AMENDMENTS. This Option and any provision hereof may be
changed, waived, discharged or terminated only by an
instrument in writing signed by the Company and the registered
holder hereof.
Dated as of _________________
COMPUTERIZED THERMAL IMAGING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer