Exhibit 10.b
STOCK OPTION AGREEMENT
GLOBETECH VENTURES CORP.
THIS AGREEMENT entered into as of the FEBRUARY 24, 2005 ("Date of Grant")
between Globetech Ventures Corp., a British Columbia corporation, (the
"Corporation"), and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Optionee"). The Optionee is A
DIRECTOR of the Company.
WHEREAS, the Board of Directors of the Corporation (the "Board") is
authorized to grant to directors, officer, employees and other selected persons
stock options to purchase common shares, without par value, of the Corporation
(the "Common Shares"). In reference to this option agreement there are terms and
conditions contained in the Stock Option Plan dated December 31, , 2004 (the
"Plan");
WHEREAS, the Plan provides for the granting of stock options that either
(i) are intended to qualify as "Incentive Stock Options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
(ii) do not qualify under Section 422 of the Code ("Non-Qualified Stock
Options");
WHEREAS, the Board has authorized the grant to Optionee of options to
purchase a total of 600,000 Common Shares (the "Options"), which Options are
intended to be (select one):
[ ] Incentive Stock Options
[X] Non-Qualified Stock Options;
NOW THEREFORE, the Corporation agrees to offer to the Optionee the option
to purchase, upon the terms and conditions set forth herein and in the Plan,
600,000 Common Shares. Capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Plan.
1. Exercise Price.
The exercise price of the options shall be $0.30 USD per share.
2. Vesting Schedule.
The Options vest immediately.
3. Options non-Transferable.
This Option may not be transferred, assigned, pledged or hypothecated in
any manner (whether by operation of law or otherwise) other than by will, by
applicable laws of descent and distribution or (except in the case of an
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Incentive Stock Option) pursuant to a qualified domestic relations order, and
shall not be subject to execution, attachment or similar process; PROVIDED,
HOWEVER, that if this Option represents a Non-Qualified Stock Option, such
Option is transferable without payment of consideration to immediate family
members of the Optionee or to trusts or partnerships established exclusively for
the benefit of the Optionee and the Optionee's immediate family members. Upon
any attempt to transfer, pledge, hypothecate or otherwise dispose of any Option
or of any right of privilege conferred by the Plan contrary to the provisions
thereof, or upon the sale, levy or attachment or similar process upon the rights
and privileges conferred by the Plan, such Option shall thereupon terminate and
become null and void.
4. Investment Intent.
By accepting the option, the Optionee represents and agrees that none of
the Common Shares purchased upon exercise of the Option will be distributed in
violation of applicable federal and provincial laws and regulations. In
addition, the Corporation may require, as a condition of exercising the Options,
that the Optionee execute an undertaking, in such a form as the Corporation
shall reasonably specify, that the Stock is being purchased only for investment
and without any then-present intention to sell or distribute such shares.
5. Termination of Employment and Options.
Options shall terminate, to the extent not previously exercised, upon the
occurrence of any of the following events:
(a) Expiration: Three (3) years from the Date of Grant.
(b) Termination for Cause: The date of an Optionee's termination of
employment or contractual relationship with the Corporation or any
Related Corporation for cause (as determined in the sole discretion of
the Plan Administrator).c
(c) Termination Due to Death or Disability: The expiration of one (1) year
from the date of the death of the Optionee or cessation of an
Optionee's employment or contractual relationship by reason of
Disability (as defined in Section 5(g) of the Plan). If an Optionee's
employment or contractual relationship is terminated by death, any
Option held by the Optionee shall be exercisable only by the person or
persons to whom such Optionee's rights under such Option shall pass by
the Optionee's will or by the laws of descent and distribution.
(d) Termination Due to Cessation of Service as a Director: The expiration
of one (1) year from the date an Optionee, if a director of the
Corporation, ceases to serve as a director of the Corporation.
(e) Termination for Any Other Reason: The expiration of one (1) year from
the date of an Optionee's termination of employment or contractual
relationship with the Corporation or any Related Corporation for any
reason whatsoever other than cause, death or Disability (as defined in
Section 5(g) of the Plan).
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6. Shares.
In the case of any stock split, stock dividend or like change in the nature
of shares of Stock covered by this Agreement, the number of shares and exercise
price shall be proportionately adjusted.
7. Exercise of Option.
Options shall be exercisable, in full or in part, at any time, until
termination. If less than all of the shares of any Option are purchased, the
remainder may be purchased at any subsequent time prior to the expiration of the
Option term. Only whole shares may be issued pursuant to an Option, and to the
extent that an Option covers less than one (1) share, it is unexercisable.
Each exercise of the Option shall be by means of delivery of a notice of
election to exercise (which may be in the form attached hereto as Exhibit A) to
the Secretary of the Corporation at its principal executive office, specifying
the number of Common Shares to be purchased and accompanied by payment in cash
by certified check or cashier's check in the amount of the full exercise price
for the Common Shares to be purchased. In addition to payment in cash by
certified check or cashier's check, an Optionee or transferee of an Option may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:
(a) by delivering to the Corporation Common Shares previously held by such
person or by the Corporation withholding Common Shares otherwise
deliverable pursuant to exercise of the Option, which Common Shares
received or withheld shall have a fair market value at the date of
exercise (as determined by the Plan Administrator) equal to the
aggregate purchase price to be paid by the Optionee upon such
exercise; or
(b) by complying with any other payment mechanism approved by the Plan
Administrator at the time of exercise.
8. Subject to the Plan.
The terms of the Options are subject to the provisions of the Plan, as the
same may from time to time be amended, and any inconsistencies between this
Agreement and the Plan, as the same may be from time to time amended, shall be
governed by the provisions of the Plan, a copy of which has been delivered to
the Optionee, and which is available for inspection at the principal offices of
the Corporation.
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9. Professional Advice.
The acceptance of the Options and the sale of Common Shares issued pursuant
to the exercise of Options may have consequences under federal and state tax and
securities laws which may vary depending upon the individual circumstances of
the Optionee. Accordingly, the Optionee acknowledges that he or she has been
advised to consult his or her personal legal and tax advisor in connection with
this Agreement and his or her dealings with respect to Options for the Common
Shares.
10. No Employment Relationship.
Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will employ or contract with an Optionee for any length of time, nor shall it
interfere in any way with the Corporation's or, where applicable, a Related
Corporation's right to terminate Optionee's employment at any time, which right
is hereby reserved.
11. Entire Agreement.
This Agreement is the only agreement between the Optionee and the
Corporation with respect to the Options, and this Agreement and the Plan
supersede all prior and contemporaneous oral and written statements and
representations and contain the entire agreement between the parties with
respect to the Options.
12. Notices.
Any notice required or permitted to be made or given hereunder shall be
mailed or delivered personally to the addresses set forth below, or as changed
from time to time by written notice to the other:
The Corporation: Globetech Ventures Corp.
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Attention: ▇▇▇▇▇ Forward, President
The Optionee: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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GLOBETECH VENTURES CORP.
Per:
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▇▇▇▇▇ Forward, Director
Acknowledged and agreed to this _____ day of ______________ 2005 by:
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