EXHIBIT 10(y)
STOCK OPTION AGREEMENT
DATE: March 18, 2004
Optionee: Xxxx Xxxxx
Option to Purchase Aggregate Number of Shares: 150,000 SHARES
Price Per Share: $0.47
Date of Grant: March 18, 2004
1. In connection with your employment agreement with SearchHelp, Inc. (the
"COMPANY") dated as of March 18, 2004, the Company hereby gives and grants you,
subject to all of the provisions, terms and conditions contained in SearchHelp,
Inc.'s Stock Option Plan, as amended from time to time (as amended, the "PLAN"),
a copy of which is attached hereto as Exhibit A, and subject to its further
provisions, the right and option to purchase up to the aggregate number of
shares set forth above of the Company's common stock, par value $.0001 per share
(the "COMMON STOCK"), at the price per share also set forth above (the
"OPTIONS"). The per share purchase price is not less than the fair market value
per share of Common Stock on the date the grant of the Options was approved by
the Board of Directors (the "DATE OF GRANT").
2. The Options are exercisable in accordance with your employment
agreement. Subject to earlier termination as provided in the Plan, the Options
shall expire on the date five (5) years from the date hereof, and shall not be
exercisable after their expiration date.
3. The Options are exercisable only by you and are not transferable by you.
4. The Options (or any part of installment thereof) must be exercised by
giving written notice to the Company's Chief Executive Officer at its principal
office address, or to such transfer agent as the Company's Chief Executive
Officer shall designate. The notice, the form of which is attached hereto as
EXHIBIT B, must specify the date of the notice, the number of shares as to which
the Options are being exercised and the expected date of such purchase (which,
unless the Company otherwise consents, shall be at least five (5) days and not
more than fifteen (15) days after the date you mail the notice). The notice must
be accompanied by the tender of payment of the purchase price for the number of
shares specified in the notice. Payment must be made (a) in cash, or (b) by
certified check, or (c) with previously acquired Common Stock of the Company
having a fair market value equal to the purchase price of the shares being
purchased, or (d) any combination thereof, or (e) any other method approved by
the Board of Directors in its discretion. If the Board of Directors exercise its
discretion to permit payment by means other than the methods set forth in
clauses (a), (b), (c) or (d), such discretion must be exercised in writing prior
to the time you exercise the Options.
5. Upon payment of the purchase price of the shares specified in the
notice, the Company shall deliver to you certificates for the shares purchased.
The holder of the Options shall not have the rights of a shareholder with
respect to the shares covered by the Options until the date of the stock
certificates issued to the holder for such shares.
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6. You may be required to make an appropriate representation at the time of
any exercise of the Options that it is your intention to acquire the shares
being purchased for investment and not for resale or distribution. In addition,
you may be required to agree in writing not to sell any shares acquired pursuant
to the Options or any other shares of the Company that you may now or hereafter
acquire except either (a) in compliance with the Securities Act of 1933, as
amended, provided that the Company shall be under no obligation to register
either the Plan or any securities obtained pursuant to your exercise of your
rights, hereunder, with the Securities and Exchange Commission, or (b) with
prior written approval of the Company. An appropriate legend restricting the
sale of the shares may be placed upon the certificates representing the shares
and any resale must be in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
7. Notwithstanding that the shares you shall receive upon the exercise of
the Options may be registered under the Securities Act of 1933, as amended, you
acknowledge and agree that you may not sell more than 50% of the shares acquired
upon exercise of the Options within the first year following such exercise. An
appropriate legend restricting the sale of 50% of the shares you acquire upon
exercise of the Options shall be placed upon the certificate representing these
shares.
8. If you dispose of the shares you acquire upon exercise of the Options
more than (x) two (2) years after the grant of the Options and (y) one (1) year
after the exercise of the Options, any gain or loss upon disposition will be
treated as long-term capital gain or loss. If these holding periods are not
satisfied, you will recognize ordinary income at the time of disposition equal
to the difference between the exercise price and the lower of the fair market
value of the shares at the date the Options were exercised or the sale price of
the shares. Any gain or loss recognized on a premature disposition of the shares
in excess of the amount treated as ordinary income will be treated as long-term
or short-term capital gain or loss, depending on the holding period. A different
rule for measuring ordinary income upon a premature disposition may apply if you
are an officer, director, or 10% stockholder of the Company. You recognize that
if you sell any shares acquired upon the exercise of the Options within one year
after your exercise of the Options, the tax treatment of the disposition may
have an adverse impact on you and you should consult your personal tax advisor
before making any such sales.
9. This agreement shall be binding upon and shall inure to the benefit of
any successors or assigns of the Company, and, to the extent herein provided,
shall be binding upon and inure to the benefit of your legal representatives.
10. If the foregoing is in accordance with your understanding and approved
by you, please so confirm by signing and returning the duplicate of this letter
enclosed for that purpose.
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Very truly yours,
SEARCHHELP, INC.
Date: By:
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Xxxxxx Xxxxxx
President and Secretary
I hereby confirm that the foregoing is in accordance with my understanding
and is hereby agreed and accepted in its entirety as of the date of the above
letter.
Xxxx Xxxxx
By:
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Name:
Title:
Date:
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EXHIBIT A - SEARCHHELP, INC.'S STOCK OPTION PLAN
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EXHIBIT B - FORM OF NOTICE
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SearchHelp, Inc. Date:
0000 Xxxxxxx Xxxxxx -----------------------
Xxxxxxxx, XX 00000
Attention: President
The undersigned hereby: (1) irrevocably subscribes for and offers to purchase
__________________ of common stock of SearchHelp, Inc. pursuant to, and in
exercise of, the options granted to the undersigned on March 18, 2004; and (2)
encloses payment of _______________________ ($_________) for these shares at a
purchase price of $_.47_ per share.
The shares should be issued be issued in the name of XXXX XXXXX and should
delivered to such holder at:
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[insert address]
Signature:
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Print Name:
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Social Security Number:
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