SOLOGIC INC. STOCK OPTION AGREEMENT
Exhibit
10.3
SOLOGIC
INC.
THIS
STOCK OPTION AGREEMENT (the "Agreement”) is made and entered into by and between
Sologic, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇ ▇. ▇▇▇▇▇, III,
an individual of the full age of majority and a resident of the state of Florida
("▇▇▇▇▇” ), who is
the
President and CEO of Sparx, Inc., a Florida corporation (“Sparx"), to be
effective as of December 20, 2005 (the "Effective Date). This Agreement is
intended to constitute an individual grant of stock options and is not made
under any employee benefit plan or other plan of the Company.
1.
Grant. As of the Effective Date,
the Board of Directors of the Company (the "Board"), or a committee of the
Board, has granted to ▇▇▇▇▇ a stock option to purchase 500,000,000 shares (the
“Shares” )
of $.001 par value common stock issued by the Company (the “Common Stock”) at a
price of $.10 per share (the “Exercise Price"). The parties hereto acknowledge
that this option is granted to ▇▇▇▇▇.
2.
Time of Exercise. Except as
expressly provided herein, this option shall vest immediately and be exercisable
by ▇▇▇▇▇ at any time on or after December 20, 2005 (the “Vesting Date”). This
option may be exercised from time to time, at the sale discretion of ▇▇▇▇▇
and
shall not expire or terminate until it has been exercised in full.
3.
Method of Exercise. This option
shall be exercised, in whole or in part, by the delivery to the Company of
written notice of such exercise, in the form attached hereto as Exhibit A,
accompanied by full payment of the Exercise Price and any amounts required
to be
withheld pursuant to applicable income or employment tax laws in connection
with
such exercise with respect to that portion of this option being exercised.
The
value of the Shares for purposes of calculating any taxes due shall be the
Fair
Market Value of such Shares on the date of exercise. The date of proper delivery
to the Company of such notice shall be the date of exercise of this option.
Unless and until the Company notifies ▇▇▇▇▇ to the contrary the form attached
to
this Agreement as Exhibit A shall be used to exercise this option.
Upon
the
exercise of this option in whole or in part, ▇▇▇▇▇ may pay the Exercise Price
in
cash, by delivering duly endorsed certificates representing Common Stock having
a Fair Market Value on the date of exercise equal to that portion of the
Exercise Price being paid by delivery of such Common Stock, or through a
combination of cash and Common Stock.
Delivery
of certificates representing the purchased Shares of Common Stock shall be
made
by the Company reasonably promptly after receipt by the Company of notice and
all amounts described above required to be submitted to the Company upon the
exercise of this option; provided, however that the Company’s
obligation to deliver certificates may be postponed, in the sole discretion
of
the Board or a committee thereof, for any period necessary to list, register
or
otherwise qualify the purchased Shares under Federal securities laws or any
applicable state securities law.
The
exercise, in whole or in part, of this option shall cause a reduction in the
number of unexercised Shares for which this option can subsequently be exercised
equal to the number of Shares with respect to which this option is
exercised.
4.
Taxes. ▇▇▇▇▇ shall be responsible
for any and all taxes that may be due by him as a result of the exercise of
this
option or the disposition of the Shares acquired on the exercise of this option.
▇▇▇▇▇ acknowledges that the Company has not provided tax advice to him or
otherwise guaranteed the tax consequences of this option or the Shares.
5.
No Assignment. This option shall
not be subject in any manner to sale, transfer, pledge, assignment or other
encumbrance or disposition, whether by operation of law or otherwise and whether
voluntarily or involuntarily, except by will or the laws of descent and
distribution; provided, however that the obligations of the Company
hereunder shall be binding upon any successor in interest by name change,
merger, consolidation or reorganization that results in the Company's business
being continued through another corporation or entity.
6.
Rights as a
Shareholder. ▇▇▇▇▇
shall have
no rights as a shareholder of the Company with respect to any Shares subject
to
this option until and unless ▇▇▇▇▇ shall have exercised this option with regard
to such Shares. No adjustment shall be made for dividends or other rights for
which the record date is prior to the exercise of this Option by ▇▇▇▇▇.
7.
Amendment and Modification. The
terms and conditions set forth herein may be amended only by the written consent
of each of the parties hereto.
8.
Inurnment. This Agreement shall be
binding upon and shall inure to the benefit of ▇▇▇▇▇ and to the benefit of
the
Company, including respective heirs, executors, administrators, successors
and
assigns.
9.
Governing Law. This Agreement is
governed by the internal laws of the State of Florida, including the conflicts
of law provisions thereof, in all respects, including matters of construction,
validity and performance.
10.
Investment Intent; Status as Accredited
Investor. ▇▇▇▇▇ is acquiring this option and the
underlying Common Stock for his own account and not with a view to a
distribution of this option or the Common Stock issuable upon the exercise
of
this option within the meaning of Section 2(11) of the Securities Act of 19331
as amended (the "Securities Act” ▇▇▇▇▇ is the CEO of the Company, is intimately
familiar with the business and operations of the Company, and is an :accredited
investor" as defined in Regulation D under the Securities Act.
11.
Additional Requirements. ▇▇▇▇▇
acknowledges that the Common Stock acquired pursuant to the exercise of this
option may bear such legends as the Company deems appropriate to comply with
applicable Federal or state securities laws. In connection therewith and prior
to the issuance of such Shares, ▇▇▇▇▇ may be required, and hereby agrees, to
deliver to the Company such other documents as may be reasonably requested
by
the Company to ensure compliance with applicable Federal or state securities
laws.
12.
Registration. ▇▇▇▇▇ acknowledges
and agrees that the Company is under no obligation to file or maintain a
registration statement under the Securities Act relating to the shares
underlying this option or the resale of those shares by ▇▇▇▇▇.
13.
Restricted Securities. The Common
Stock to be acquired by ▇▇▇▇▇ upon the exercise of this option is a "restricted
security” under Rule 144 of the Securities Act. The Common Stock to be acquired
by ▇▇▇▇▇ upon the exercise of this option has not been registered under the
Securities Act and may only be sold or disposed of pursuant to the filing of
a
registration statement or pursuant to a valid exemption from such registration
and shall bear a legend to that effect. The Company has no obligation to file
a
registration statement with respect to such Shares.
14.
Interpretation and
Administration. ▇▇▇▇▇ agrees that the terms and
conditions of this Agreement shall be construed by the Board or a committee
of
the Board, and that any determination of the Board or such committee shall
be
conclusive and binding on all parties claiming an interest in this option.
15.
not used.
16.
Definition of Fair Market
Value. For purposes of this Agreement, “Fair Market
Value” of
a share as of a specified date means the average of the closing sale prices
of a
share of Common Stock reported on any national securities exchange on which
the
Common Stock is traded for the five trading days immediately preceding the
exercise date. If the Common Stock is not listed on a national securities
exchange at the time a determination of Fair Market Value is required to be
made
hereunder, its Fair Market Value shall be determined by the parties hereto
in
good faith.
17.
No Fractional Shares. No fractional
shares shall be issued upon the exercise of all or any portion of this option.
18.
Committee of the
Board. Any determination, interpretation or other
action required or permitted to be taken by the Board hereunder may be taken
by
a committee appointed by the Board for such purpose.
[END
OF
TEXT OF AGREEMENT]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the Effective Date set forth hereinabove.
SOLOGIC,
INC.
By:
________________________________
;
Its:
________________________________
▇▇▇▇▇
___________________________________
▇▇▇▇
▇. ▇▇▇▇▇, III
SPARX,
INC.
By:
________________________________
Its: ________________________________
Exhibit
A
EXERCISE
OF OPTION
Secretary
Sologic, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The
undersigned Optionee under the Stock Option Agreement dated December 20, 2005
between Sologic, Inc. and ▇▇▇▇ ▇ ▇▇▇▇▇, III (the "Agreement") hereby irrevocably
elects to exercise the Stock Option granted in the Agreement to
purchase ____________________ shares of Common stock of Sologic,
Inc.) $.001 par value ("Shares"), and herewith makes payment of $
____________________ in exchange for the Shares.
Dated:
________________________ ___________________________________
(Signature
of Optionee)
Date
Received by Sologic,
Inc.: ____________________________________________________
Received
by:
__________________________________________________________________
[Note:
Shares being delivered in payment of all or any part of the exercise price
must
be represented by certificates registered in the name of ▇▇▇▇▇ or his designee
and duly endorsed by the registered owner(s) thereof.]
Name*
(Please Print):
__________________________________________________
Home
Address: _______________________________________________________
_______________________________________________________
Social
Security No.: _____________________________________________________
*As
stock
should be registered