1
EXHIBIT (1)
Option Agreements between MigraTEC, Inc., and:
Xxxx X. Xxxxx,
W. Xxxxxx Xxxxxxxxxx,
Xxxx X. Xxxxxxx,
Xxxxxx X. Xxxxxxxx,
Xxxxxxxx Xxxxxxx,
Xxxxx X. Xxxxxx, Xx.,
Xxxxxxx X. Xxxx, Xx., and
Xxxxxx X. Xxxxx
2
EXHIBIT (1)
April 1, 1998
Xx. Xxxx X. Xxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxx 00000
RE: Option Agreement
Dear Xxxx:
Pursuant to your employment agreement dated April 1, 1998, the Board of
Directors of MigraTEC, Inc., is pleased to grant you an Option for the purchase
of the Company's Common Stock at a price of $0.20 per share as set forth below.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 900,000 shares of Stock,
vesting at a rate of 3,750 shares at the end of each month for the
next 24 months, exercisable anytime during employment. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
B. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months.
1
3
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
2
4
EXHIBIT (1)
May 1, 1998
Mr. W. Xxxxxx Xxxxxxxxxx
00000 X. Xxxxxxxx Xxxx #000
Xxxxxx, Xxxxx 00000
RE: Option Agreement
Dear Xxxxxx:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below. This Option replaces those previously
granted pursuant to your employment agreement dated April 10, 1997.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 6,000,000 shares of
Stock, of which 50% are fully vested as of the date of this grant,
with the remaining 3,000,000 shares vesting at a rate of 125,000
shares at the end of each month for the next 24 months, exercisable
anytime during employment. The right to an appropriate and
proportionate adjustment in the number or kind of shares subject to
the unexercised portion of your Option or in the purchase price per
share under your Option in the event that the Company's outstanding
shares are increased, decreased, exchanged or otherwise adjusted due
to a share dividend, forward or reverse share split,
recapitalization, reorganization, merger, consolidation, combination
or exchange of shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
B. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental
3
5
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ XXXXX X. XXXXXX, XX.
-----------------------------------
Xxxxx X. Xxxxxx, Xx.
Director/Compensation Committee Chairman
4
6
EXHIBIT (1)
May 1, 1998
Xx. Xxxx X. Xxxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 00000
RE: Option Agreement
Dear Xxxx:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below. This Option replaces those previously
granted pursuant to your employment agreement dated July 1, 1997.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 1,500,000 shares of
Stock, of which 50% are fully vested as of the date of this grant,
with the remaining 750,000 shares vesting at a rate of 31,250 shares
at the end of each month for the next 24 months, exercisable anytime
during employment. The right to an appropriate and proportionate
adjustment in the number or kind of shares subject to the unexercised
portion of your Option or in the purchase price per share under your
Option in the event that the Company's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share
dividend, forward or reverse share split, recapitalization,
reorganization, merger, consolidation, combination or exchange of
shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
B. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental
5
7
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
6
8
EXHIBIT (1)
May 1, 1998
Xx. Xxxxxx X. Xxxxxxxx
0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 00000
RE: Option Agreement
Dear Xxx:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below. This Option replaces those previously
granted pursuant to your employment agreement dated June 1, 1997.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 1,200,000 shares of
Stock, of which 50% are fully vested as of the date of this grant,
with the remaining 600,000 shares vesting at a rate of 25,000 shares
at the end of each month for the next 24 months, exercisable anytime
during employment. The right to an appropriate and proportionate
adjustment in the number or kind of shares subject to the unexercised
portion of your Option or in the purchase price per share under your
Option in the event that the Company's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share
dividend, forward or reverse share split, recapitalization,
reorganization, merger, consolidation, combination or exchange of
shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
B. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental
7
9
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
8
10
EXHIBIT (1)
May 1, 1998
Xx. Xxxxxxxx Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx M5M-1T6
RE: Option Agreement
Dear Ben:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below. This Option replaces those previously
granted pursuant to the option agreement dated June 25, 1997, for the purchase
of 50,000 shares at $0.35 per share.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 1,200,000 shares of
Stock, vesting at a rate of 50,000 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration date for the Option specified in Section 2 of
this letter; or
B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
C. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent
9
11
disability. As used herein, "permanent disability" means your
inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
10
12
EXHIBIT (1)
May 1, 1998
Xx. Xxxxx X. Xxxxxx, Xx.
0000 Xxxxxxx Xxxx Xxxx #000
Xxxxx, Xxxxx 00000
RE: Option Agreement
Dear Xxxxx:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below. This Option replaces those previously
granted pursuant to the option agreement dated April 1, 1997, for the purchase
of 25,000 shares at $0.35 per share.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 1,000,000 shares of
Stock, vesting at a rate of 41,667 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration date for the Option specified in Section 2 of
this letter; or
B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
C. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any
11
13
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
12
14
EXHIBIT (1)
May 1, 1998
Xx. Xxxxxxx X. Xxxx, Xx.
4430 Bordeaux
Xxxxxx, Xxxxx 00000
RE: Option Agreement
Dear Xxxx:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 1,000,000 shares of
Stock, vesting at a rate of 41,667 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration date for the Option specified in Section 2 of
this letter; or
B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or
C. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental
13
15
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
14
16
EXHIBIT (1)
May 1, 1998
Xx. Xxxxxx X. Xxxxx
0000 Xxxxxx Xxxxxx #000
Xxxxxx, Xxxxx 00000
RE: Option Agreement
Dear Marc:
Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below.
1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.
2. Rights and Privileges. The right to purchase 1,100,000 shares of
Stock, vesting at a rate of 45,833 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.
3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.
4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.
5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:
A. The expiration date for the Option specified in Section 2 of
this letter; or
B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or B.
C. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental
15
17
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.
6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.
7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.
Very truly yours,
/s/ W. XXXXXX XXXXXXXXXX
-----------------------------------
W. Xxxxxx Xxxxxxxxxx
President/CEO
16
