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EXHIBIT 10.25
[XXXXXXXXXX.XXX LETTERHEAD]
August 1, 2000
Xxxxx Xxxx
Shelter Ventures
00000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
RE: OPTION LETTER
Dear Xxxxx:
Pursuant to certain action taken by the Board of Directors of Xxxxxxxxxx.xxx,
Inc., a Colorado corporation (the "Company") on July 30, 2000, the Company does
hereby grant to you (the "Optionee") an option to purchase Six Hundred Thousand
shares of Xxxxxxxxxx.xxx, Inc. a common stock at $0.25 per share (the "Option").
The Company is granting this Option to Optionee in partial consideration for
services rendered or to be rendered by the Optionee for the benefit of the
Company and its shareholders as a member of the Board of Directors of the
Company.
TERM
This option shall expire at 5:00pm local time in Santa Monica, California on
January 31, 2001 (the "Termination Date").
VESTING, EXERCISE OF THE OPTION
This option is fully vested and may be exercised as to any or all of the Shares
heretofore vested at any time and from time to time through the Termination
Date. The shares underlying the Option have been previously been registered in
the Company's Form S-8 filed with Securities and Exchange Commission on July
18, 2000. A copy of the S-8 is attached hereto.
MANNER OF EXERCISE
This Option may only be exercised by written notice (the "Exercise Notice") to
the Company at its principal executive offices, to the attention of its
Secretary. The form of Exercise Notice is attached hereto as Exhibit A.
ACCEPTANCE BY OPTIONEE
Acceptance of this Option by Optionee shall be deemed acceptance by Optionee of
all of the terms and conditions hereof.
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EXERCISE NOTICE
COMPANY: XXXXXXXXXX.XXX, INC.
(TO BE EXECUTED ONLY UPON EXERCISE OF STOCK OPTIONS)
The undersigned irrevocably exercises his/her option to purchase 600K shares of
the Common Stock of Xxxxxxxxxx.xxx, Inc. purchasable under the 2000 Stock
Compensation Plan and herewith makes payment therefor, at the price and on such
terms and conditions specified in the Option letter. Such shares are to be
registered in the name of the Option Holder and certificates evidencing such
shares are to be delivered to Option Holder at its address set forth below its
signature unless contrary instructions are herein given.
Dated: 7 Aug. 00 /s/ XXXXX XXXX
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(Signature)
Deliver certificates to: XXXXX XXXX
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(Name)
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(Street Address)
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(City) (State) (Zip)
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The Exercise Notice shall (i) specify the number of Shares with respect to which
the Option is being exercised, (ii) be signed by the Optionee, (iii) be
accompanied by full payment of the Option Price for the number of Shares
specified in the Exercise Notice and (v) be accompanied by the original executed
copy of this Option.
The Company shall deliver to the Optionee a certificate representing such
Shares registered in the name of the Optionee as soon as practicable following
receipt by the Company.
If the Exercise Notice relates to fewer than all of the Shares, the Company
shall, at such time as it delivers to the Optionee a certificate representing
the Shares with respect to which this Option is exercised, deliver a
replacement Option on the same terms and conditions as this Option with respect
to all remaining Shares.
