Modification to Stock Option Agreement
This modification is made this ___ day of ___________, 2002 by and
between RRUN Ventures Network, Inc. ("the Company") and
_______________, an officer, director, employee or consultant of RRUN
Ventures Network, Inc., (the "Optionee").
WHEREAS, the Company hereby wishes to renegotiate with the Optionee
certain terms of the Stock Option Agreement dated __________, _____,
2001 (the "Agreement"),
NOW, THEREFORE, in exchange for good and valuable consideration and the
mutual exchange of promises, which is hereby confirmed as received, it
is agreed by and between the parties as follows:
1. The exercise price for XX,XXX stock options, which were originally
granted at an exercise price of $0.XX per share, shall be exercisable
at a price of $0.XX.
IN WITNESS WHEREOF, the parties hereto have caused this Modification to
be executed on the day and year first above written.
Attest: RRUN Ventures Network, Inc.
By:__________________________
Name, Title
By:__________________________
Name, Title
I hereby accept the modifications to the stock option rights offered to
me by RRUN Ventures Network Inc. as set forth in this Modification.
Accepted by:___________________________
Name, Optionee
INCENTIVE STOCK OPTION AGREEMENT OF
RRUN VENTURES NETWORK INC.
A Nevada Corporation
This AGREEMENT is made between RRUN Ventures Network Inc., having its principal
place of business at 4th Floor, 62 ▇.▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (hereinafter
referred to as "Employer"), and EMPLOYEE NAME (herein-after referred to as
"Employee").
1. Option Granted
Employer hereby grants Employee an option to purchase 100,000 shares of RRUN
Ventures Network Inc. Common Stock at a purchase price of $0.10 per share.
Notwithstanding anything to the contrary contained herein, from the date of
execution of this Agreement, Employee shall be entitled to exercise this option
only to the extent of:
50,000 shares immediately,
25,000 shares at the end of 3 months,
6,250 shares at the end of 9months,
6,250 shares at the end of 15 months,
6,250 shares at the end of 21 months, and
6,250 shares at the end of 27 months.
Upon termination of employment for any reason, any unexercised portion of this
option, other than shares that Employee would have been entitled to purchase at
the time of such termination, shall be cancelled and not available for purchase
by Employee.
2. Time of Exercise of Option
Employee may exercise the option granted herein at any time, and from time to
time, until termination of the option as provided herein, so long as at all
times, beginning with the date of the grant of this option and ending 3 months
prior to the date of exercise, or 12 months prior to the date of exercise if the
employee is disabled within the meaning of Internal Revenue Code Section
22(e)(3), Employee remains employed. For purposes of this agreement,
"employment" means that Employee is employed by Employer, a parent or subsidiary
corporation of Employer, or a corporation, or a parent or subsidiary corporation
of such a corporation issuing or assuming a stock option in a transaction to
which Internal Revenue Code Section 425(a) applies.
3. Method of Exercise
This option shall be exercised by written notice delivered to Employer at its
principal place of business, stating the number of shares for which the option
is being exercised. The notice must be accompanied by a check or other method of
payment acceptable to the Plan Administrator for the amount of the purchase
price, and comply with all the requirements of the Stock Option Plan of Employer
dated September 1, 2001, attached hereto and made a part hereof by this
reference.
4. Capital Adjustments
(a) The existence of this option shall not affect in any way the right or
power of Employer or its stockholders to: (1) make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in Employer's
capital structure or its business; (2) enter into any merger or consolidation;
(3) issue any bonds, debentures, preferred or prior preference stocks ahead of
or
affecting the common stock or the rights thereof, (4) issue any securities
convertible into any common stock, (5) issue any rights, options, or warrants to
purchase any common stock, (6) dissolve or liquidate Employer, (7) sell or
transfer all or any part of its assets or business, or (8) take any other
corporate act or proceedings, whether of a similar character or otherwise.
(b) The shares with respect to which this option is granted are shares of
the common stock of Employer as presently constituted, but if and whenever,
prior to the delivery by Employer of all the shares of the stock with respect to
which this option is granted, Employer shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the stock
outstanding without receiving compensation therefor in money, services, or
property, the number of shares of stock then remaining subject to this option
shall: (1) in the event of an increase in the number of outstanding shares, be
proportionately increased, and the cash consideration payable per share shall be
proportionately reduced; or (2) in the event of a reduction in the number of
outstanding shares, be proportionately reduced, and the cash consideration
payable per share shall be proportion-ately increased.
5. Merger and Consolidation
(a) Following the merger of one or more corporations into Employer or any
consolidation of Employer and one or more corporations in which Employer is the
surviving corporation, the exercise of this option shall apply to the shares of
the surviving corporation.
(b) Notwithstanding any other provision of this agree-ment, this option
shall terminate on the dissolution or liqui-dation of Employer, or on any merger
or consolidation in which Employer is not the surviving corporation.
6. Transfer of this Option
During Employee's lifetime, this option shall be exercisable only by Employee.
This option shall not be transferable by Employee other than by the laws of
descent and distribution upon Employee's death. In the event of Employee's death
during employment or during the applicable period after termination of
employment specified in Paragraph 2 above, Employee's personal representatives
may exercise any portion of this option that remains unexercised at the time of
Employee's death, provided that any such exercise must be made, if at all,
during the period within one year after Employee's death, and subject to the
option termination date specified in Paragraph 7(c) below.
7. Termination of Option
This option shall terminate on the earliest of the following dates:
(a) The expiration of 5 days from the date of Employee's termination of
employment, as defined in Paragraph 2 above, due to dismissal for cause, except
for termination due to death or permanent and total disability;
(b) The expiration of three months from the date of Employee's termination
of employment, as defined in Paragraph 2 above, except for termination due to
death or permanent and total disability;
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(c) The expiration of 12 months from the date on which Employee's
employment, as defined in Paragraph 2 above, is terminated due to permanent and
total disability, as defined in Internal Revenue Code Section 22(e)(3); or
(d) 3 years from the date hereof.
8. Rights as Shareholder
Employee will not be deemed to be a holder of any shares pursuant to the
exercise of this option until he or she pays the option price and a stock
certificate is delivered to him or her for those shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date the stock certificate is delivered.
9. Integration with Employer's Stock Option Plan
All of the terms and conditions of Employer's Stock Option Plan, attached hereto
and made a part hereof by this reference, are specifically made a part of this
agreement and shall control with regard to the interpretation or construction of
any provision that is inconsistent herewith.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 5th day
of September, 2001.
EMPLOYER:
RRUN VENTURES NETWORK INC.
_____________________________________
Its: Plan Administrator
EMPLOYEE:
_____________________________________
EMPLOYEE NAME
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