CONDITIONAL STOCK OPTION AGREEMENT
WITH
XXXXX X. XXXXXX
CONDITIONAL STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement"), dated as of May 25, 2000, is
made by and between Xxxxx X. Xxxxxx ("Optionor") and Triad Innovations, Inc.
("Optionee").
In consideration of ten dollars and no/100ths and other good and valuable
consideration Optionors hereby grant to the Optionee, its successors and
assigns, the right to purchase and receive from Optionors up to an aggregate of
1,000,000 shares (the "Shares") of common stock of Triad Innovations, Inc., a
Nevada corporation, or its successors, on the terms herein provided (the
"Option").
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the purpose of defining the terms and provisions of this Agreement and the
Option hereby granted, Optionors and Optionee hereby agree as follows:
1. TERMS OF EXERCISE. The Option granted herein may be exercised by
Optionee in whole or in part at any time or times. Optionee may exercise the
Option from time to time by delivering to Escrow Agent the amounts set forth in
2 below net to Optionors (pro rata) for each Share (the "Exercise Price") for
which Optionee is exercising the Option. Payments shall be made to Optionors by
cashiers check. Upon receipt by Escrow Agent of Optionee's payment, Optionor
shall transfer the number of Shares so purchased upon the exercise of the
Option.
2. CONDITIONS PRECEDENT TO EXERCISE OF OPTIONS
Optionor has been issued 1,000,000 restricted shares of common stock
which is elected as Section 83 stock under the Internal Revenue Code at a fair
market value of $.10 per share.
In the event of voluntary termination of employment by Optionor, the
Optionee may repurchase certain shares on 30 days written notice at $.01 under
the following schedule:
If Optionor has failed to achieve or complete any goal listed below,
the Optionee may repurchase the listed shares for such goal item upon written
notice but not later than 60 days after termination.
GOALS SHARES
----- ------
Form 10 40,000
Patent applications currently in process 40,000
Business plan completion 2000 40,000
Audit completion 1999 40,000
A stock price reaching $3.00 for a period of 90 consecutive days 100,000
A stock price reaching $5.00 for any period of 90 consecutive days 100,000
Signing of the Gulf Tex deal or other deal 40,000
First 12-month period a break even with budget as agreed to by the board
is met. 250,000
If $1M gross revenue generation as defined by GAAP is achieved 250,000
100,000 shares of such shares shall be exempt from repurchase option
1
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONORS. Optionors hereby
represent and warrant, as of the date of this Agreement and as of each date upon
which Optionee exercises the Option, as follows:
a) None of the representations or warranties made by Optionors contains
any untrue statement of material fact, or omits to state any material fact
necessary to make the statements made, in the light of the circumstances under
which they were made, not misleading.
b) Optionors own all right, title, and interest to the Shares, and the
Shares are and will be free and clear of any and all liens, claims, and
encumbrances of any kind or nature.
4. In the event of any dividends or forward splits during the option
period, Optionors agree that Optionee shall have the entire benefit of any such
dividend or forward splits.
5. NOTICES. Any notice pursuant to this Agreement by Optionors or Optionee
shall be in writing and shall be deemed to have been duly given if delivered
personally with written receipt acknowledged or mailed by certified mail five
days after mailing, return receipt requested:
If to Optionee: Xxxx Xxxxxxx
Legal Representative
7609 Xxxxxxx
Xxxxxx, XX 00000
If to Optionor: Xxxxx X. Xxxxxx
0000 Xxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000
Any party hereto may from time to time change the address to which notices
to it are to be delivered or mailed hereunder by notice in accordance herewith
to the other party.
6. All the covenants and provisions of this Agreement by or for the benefit
of Optionee or Optionors shall bind and inure to the benefit of their respective
successors and assigns hereunder.
7. APPLICABLE LAW. This Agreement shall be deemed to be a contract made
under the laws of the State of Nevada and for all purposes shall be construed in
accordance with the laws of said State.
2
8. CONSTRUCTION OF TERMS:
a. Death of Optionor shall not be deemed a termination of
employment for purposes of this agreement
b. Termination of Employment covered herein shall be voluntary
termination only.
9. In the event legal action is necessary to enforce this Agreement, the
prevailing party shall be entitled to an award of all its reasonable attorney's
fees and costs incurred in connection with enforcement of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
OPTIONEE: OPTIONOR:
-------- --------
/s/Xxxxx X. Xxxxxx
------------------------- ---------------------------
TRIAD INNOVATIONS, INC. Xxxxx X. Xxxxxx
3
CONDITIONAL STOCK OPTION AGREEMENT
WITH
XXXXXXXX XXXXXXXX
CONDITIONAL STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement"), dated as of May 24,
2000, is made by and between Xxxxxxxx Xxxxxxxx ("Optionor") and Triad
Innovations, Inc. ("Optionee").
In consideration of ten dollars and no/100ths and other good and
valuable consideration Optionors hereby grant to the Optionee, its successors
and assigns, the right to purchase and receive from Optionors up to an aggregate
of 250,000 shares (the "Shares") of common stock of Triad Innovations, Inc., a
Nevada corporation, or its successors, on the terms herein provided (the
"Option").
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the purpose of defining the terms and provisions of this Agreement and the
Option hereby granted, Optionors and Optionee hereby agree as follows:
1. TERMS OF EXERCISE. The Option granted herein may be exercised by
Optionee in whole or in part at any time or times. Optionee may exercise the
Option from time to time by delivering to Escrow Agent the amounts set forth in
2 below net to Optionors (pro rata) for each Share (the "Exercise Price") for
which Optionee is exercising the Option. Payments shall be made to Optionors by
cashiers check. Upon receipt by Escrow Agent of Optionee's payment, Optionor
shall transfer the number of Shares so purchased upon the exercise of the
Option.
2. CONDITIONS PRECEDENT TO EXERCISE OF OPTIONS
Optionor has been issued 250,000 restricted shares of common stock
which is elected as Section 83 stock under the Internal Revenue Code at a fair
market value of $.10 per share.
In the event of voluntary termination of employment by Optionor, the
Optionee may repurchase certain shares on 30 days written notice at $.01 under
the following schedule:
If Optionor has failed to achieve or complete any goal listed below,
the Optionee may repurchase the listed shares for such goal item upon written
notice but not later than 60 days after termination.
GOALS SHARES
----- ------
Form 10 10,000
Patent applications currently in process 10,000
Business plan completion 2000 10,000
Audit completion 1999 10,000
A stock price reaching $3.00 for a period of 90 consecutive days 25,000
A stock price reaching $5.00 for any period of 90 consecutive days 25,000
Signing of the Gulf Tex deal or other deal 10,000
First 12-month period a break even with budget as agreed to by the board
is met. 62,500
If $1M gross revenue generation as defined by GAAP is achieved 62,500
25,000 shares of such shares shall be exempt from repurchase option
1
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONORS. Optionors hereby
represent and warrant, as of the date of this Agreement and as of each date upon
which Optionee exercises the Option, as follows:
a) None of the representations or warranties made by Optionors contains
any untrue statement of material fact, or omits to state any material fact
necessary to make the statements made, in the light of the circumstances under
which they were made, not misleading.
b) Optionors own all right, title, and interest to the Shares, and the
Shares are and will be free and clear of any and all liens, claims, and
encumbrances of any kind or nature.
4. In the event of any dividends or forward splits during the option
period, Optionors agree that Optionee shall have the entire benefit of any such
dividend or forward splits.
5. NOTICES. Any notice pursuant to this Agreement by Optionors or Optionee
shall be in writing and shall be deemed to have been duly given if delivered
personally with written receipt acknowledged or mailed by certified mail five
days after mailing, return receipt requested:
If to Optionee: Xxxx Xxxxxxx
Legal Representative
0000 Xxxxxxx
Xxxxxx, XX 00000
If to Optionor: Xxxxxxxx Xxxxxxxx
0000 Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Any party hereto may from time to time change the address to which notices
to it are to be delivered or mailed hereunder by notice in accordance herewith
to the other party.
6. All the covenants and provisions of this Agreement by or for the benefit
of Optionee or Optionors shall bind and inure to the benefit of their respective
successors and assigns hereunder.
7. APPLICABLE LAW. This Agreement shall be deemed to be a contract made
under the laws of the State of Nevada and for all purposes shall be construed in
accordance with the laws of said State.
2
8. CONSTRUCTION OF TERMS:
a. Death of Optionor shall not be deemed a termination of
employment for purposes of this agreement
b. Termination of Employment covered herein shall be
voluntary termination only.
9. In the event legal action is necessary to enforce this Agreement, the
prevailing party shall be entitled to an award of all its reasonable attorney's
fees and costs incurred in connection with enforcement of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
OPTIONEE: OPTIONOR:
-------- --------
/s/Xxxxxxxx Xxxxxxxx
------------------------- ---------------------------
TRIAD INNOVATIONS, INC. Xxxxxxxx Xxxxxxxx
3
