EXHIBIT 2
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SECURITY BIOMETRICS INC.
OPTION AGREEMENT
PURSUANT TO THE
2002 EMPLOYEE STOCK OPTION PLAN
AGREEMENT, dated as of April 29, 2002 by and between SECURITY BIOMETRICS,
INC. (the "Company") and Xxxxxx X. Xxxxxx (the "Participant").
Preliminary Statement
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The Committee of the Board of Directors of the Company (the "Committee"),
pursuant to the Company's 2002 Employee Stock Option Plan, annexed hereto as
Exhibit A (the "Plan"), has authorized the granting to the Participant, as an
Eligible Participant (as defined in the Plan), of an incentive stock option (the
"Option") to purchase the number of shares of the Company's common stock, par
value $0.001 per share (the "Common Stock"), set forth below. The parties hereto
desire to enter into this Agreement in order to set forth the terms of the
Option.
Accordingly, the parties hereto agree as follows:
1. Tax Matters. Subject to the terms and conditions of the Plan and the terms
and conditions of the Plan, the Option granted hereby is not intended to
qualify as an "incentive stock option" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"').
2. Grant of Option. Subject in all respect to the Plan and the terms and
conditions set forth herein and therein, the Participant is hereby granted
the Option to purchase from the Company up to 250,000 Common Shares (as
defined in the Plan), at a price per Share of $0.11 (the "Option Price").
3. Vesting. The Option may be exercised by the Participant, in whole or in
part at any time or from time to time on and after the 29th of April, 2002,
the date of the grant and prior to the expiration of the Option as provided
herein and in the Plan subject to the following restrictions:
VESTING PERIOD DATE NUMBER OF SHARES
--------------- ---------------- ------------------
After April 29,2002 125,000 shares
After July 29, 2002 62,500 shares
After October 29, 2002 62,500 shares
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Upon the occurrence of a Change in Control (as defined by the Plan), the Option
shall immediately become exercisable with respect to all Shares subject thereto,
regardless of whether the Option has vested with respect to such Shares.
4. Termination. Unless terminated as provided in the Plan, the Option shall
expire on the second anniversary of this grant.
5. Restriction on Transfer of Option. The Option granted hereby is not
transferable otherwise than by will or under the applicable laws of descent
and distribution and during the lifetime of the Participant may be
exercised only by the Participant or the Participant's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or
otherwise), and the Option shall not be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, negotiate, pledge or
hypothecate the Option, or in any event of any levy upon the Option by
reason of any execution, attachment or similar process contrary to the
provisions hereof, the Option shall immediately become null and void.
6. Rights of Stockholder. The Participant shall have no right as a stockholder
with respect to any Shares covered by the Option until the Participant
shall have become the holder of record of the Shares, and no adjustment
shall be made for dividends in cash or other property, distributions or
other rights in respect of any such Shares, except as otherwise
specifically provided for in the Plan.
7. Provisions of Plan Control. This Agreement is subject to all the terms,
conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan as may be adopted by the Committee and
as may be in effect from time to time. Any capitalized term used but not
defined herein shall have the meaning ascribed to such term in the Plan.
The annexed copy of the Plan is incorporated herein by reference. If and to
the extent that this Agreement conflicts or is inconsistent with the terms,
conditions and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly.
8. Notices. Any notice or communication given hereunder shall be in writing
and shall be deemed to have been duly given when delivered in person, when
dispatched by Telegram or one business day after having been dispatched by
nationally registered or certified mail, return receipt requested, postage
prepaid, to the appropriate party at the address set forth below (or such
other address as the party shall from time to time specify in accordance
with Article 12 of the Plan):
If to the Company. to:
SECURITY BIOMETRICS INC.
0000 -0000 Xxxx Xxxxxxx Xxxxxx
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Vancouver, British Columbia, Canada, V6E 2Y3
Attention: Chief Financial Officer
If to the Participant, to: the address indicated on the signature page
at the end of this Agreement.
9. No Obligation to Continue Employment. This Agreement does not guarantee
that the Company or any Designated Subsidiary will employ the Participant
for any specific time period, nor does it modify in any respect the
Company's or any Designated Subsidiary's right to terminate or modify the
Participant's employment or compensation.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
SECURITY BIOMETRICS INC.
By: /s/ Xxxxx Xxxxx
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Authorized Officer
Participant:
Name: Xxxxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
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Its: ______________________________
Address: __________________________
__________________________________
Telephone Number: ________________
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