EXHIBIT 10.23
STOCK OPTION AGREEMENT
Stock Option Agreement made as of the 1st day of May, 2000 (the "Grant
Date"), between US WATS, Inc. (the "Company"), and XXXX XXXXXXXX("Optionee").
WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase shares of common stock of the Company ("Common Shares") as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration the legal sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the right
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and option (the "Option") to purchase all or any part of an aggregate
of 500 Common Shares.
2. Purchase Price. The purchase price per share of the Common Shares
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covered by the Option shall be $1.25
3. Term. Unless earlier terminated pursuant to any provision of the Plan
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or this Option Agreement, this Option shall expire on May 1, 2003 (the
"Expiration Date").
4. Exercise of Option. The Options are exercisable as follows:
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Number of Shares Date Exercisable
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500 May 1, 200l
The Options shall remain exercisable, subject to the provision
of this Option Agreement, until the expiration of the term of
this Option as set forth in Paragraph 3 or until other
termination of the option.
5. Method of Exercising Option. Subject to the terms and conditions of
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this Option Agreement, the Option may be exercised upon written notice
to the Company, at its principal office, which is located at 3331
Street Road, 0 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxxx
00000. Such notice (a suggested form of which is attached as Exhibit
A) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by
the Optionee; shall, if the Company so requests, be accompanied by the
investment certificate referred to in Paragraph 6 hereof; and shall be
accompanied by payment of the full Option price of such shares.
The Option price shall be paid to the Company in cash.
Upon receipt of such notice and payment, the Company, as promptly as
practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares with respect to which the Option
is so exercised. The certificate or certificates for the shares as to
which the Option shall have been so exercised shall be registered in
the name of the Optionee and shall be delivered as provided above to
or upon the written order of the Optionee. All shares that shall be
purchased upon the exercise of the Option as provided herein shall be
fully paid and non-assessable by the Company.
6. Shares to be Purchased for Investment. Unless the Company has
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heretofore notified the Optionee that a registration statement
covering the shares to be acquired upon the exercise of the Option has
become effective under the Securities Act of 1993 and the Company has
not thereafter notified the Optionee that such registration is no
longer effective, it shall be a condition to any exercise of this
Option that the shares acquired upon such exercise be acquired for
investment and not with a view of distribution, and the person
effecting such exercise shall submit to the Company a certificate of
such investment intent, together with such other
evidence supporting the same as the Company may request. The Company
shall be entitled to restrict the transferability of the shares issued
upon any such exercise to the extent necessary to avoid a risk of
violation of the Securities Act of 1933 (or of any rules or
regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be
noted or set forth in full on the share certificates.
7. Non-Transferabilitv of Option. This Option is not assignable or
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transferable, in whole or in part, by the Optionee.
8. Corporate Transactions. In the event of a corporate transaction (as
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that term is described in section 424(a) of the Internal Revenue Code
of 1986, as amended and the Treasury Regulations issued thereunder, as
for example, a merger, consolidation, acquisition of property of
stock, separation, reorganization or liquidation), each outstanding
Option shall be assumed by the surviving or successor corporation. The
Corporation's Board of Directors, in its discretion, may accelerate,
in whole or in part, the date on which any outstanding Options become
exercisable. The Board of Directors also, may, in its discretion,
change the terms of any outstanding Option to reflect any such
corporate transaction.
9. Withholding of Taxes. The obligation of the Company to deliver Common
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Shares upon the exercise of the Option shall be subject to applicable
federal, state and local tax withholding requirements.
10. Determinations. The Optionee hereby agrees to accept as binding,
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conclusive and final all decisions and interpretations of the Board
and the Committee as to any questions arising under this Option
Agreement.
11. Governing Law. This Option Agreement shall be construed in accordance
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with, and its interpretation shall be governed by applicable federal
law, and otherwise by the laws of the State of New York.
12. Financial Information. The Company will comply with Section 240.140.46
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of Title 10, California Administrative Code, which requires the
Company to deliver financial statements at least annually to the
Optionee.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to
be duly executed by its officers thereunto duly authorized. and the
Optionee has hereunto set his hand and seal, as of the date below signed.
[Corporate Seal] US WATS, Inc.
Attest: __________________________ By: /s/ [ILLEGIBLE]^^
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Xxxxxxx XxXxxxxx
Chief Financial Officer
Date: 5/1/00
OPTIONEE
/s/ [ILLEGIBLE]^^
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Witness Date: 5/12/00
