MAXXON, INC.
INCENTIVE STOCK OPTION AGREEMENT
This agreement ("Agreement"), made as of the 1st day of February, 1998, by
and between MAXXON, INC. ("MAXXON") and Xxxxx Xxxxxx("Optionee").
1. The Option. In consideration of the sum of $10 and other valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, Maxxon hereby grants to Optionee an option to purchase 300,000
shares of common stock of Maxxon in accordance with the Agreement.
2. Option Exercise Price. The exercise price is $0.50 per share, subject to
adjustment as provided in this Agreement. The parties acknowledge that the fair
market value on the date hereof is $.50 per share.
3. Exercise of the Option. The Option may be exercised at any time, and
from time to time, in whole or in part, on or before February 1, 2008, as
provided in Paragraph 8 below. The Option shall be exercised by Optionee given
Maxxon written notice of exercise ("Notice") in accordance with Paragraph 9
hereof, accompanied by a check in payment of the full exercise price for the
number of shares of common stock specified in the Notice or other form of
payment as may be agreed upon by all parties. In the event that any business
combination or other acquisitive transaction occurs during the term of this
Agreement when any of the Options hereby granted remain unexercised and
outstanding, the occurrence of such a transaction shall automatically result in
the exercise of such unexercised Options, with the exercise price being paid
either by cash or by the reduction in the number of Option shares issuable in an
amount determined by deducting the exercise price from the total consideration
payable to Optionee had all the unexercised Options been exercised immediately
before the consummation of that transaction. It is the purpose of this provision
to insure the Optionee that all of the Options hereby granted are considered
exercised and the shares issuable upon the exercise be deemed to be issued and
outstanding immediately prior to the consummation thereof but with the exercise
price being paid in any form of consideration, including a reduction in the
number of shares attributable to this Option, so that the Optionee enjoys the
full value of the Option shares less the exercise price. Maxxon shall promptly
deliver certificates representing the shares of common stock to Optionee;
provided that if the Optionee is required by any law or regulation to take any
action with respect to such shares before their transfer, then the date of
delivery thereof shall be extended for the period necessary to take such action.
4. Adjustment Provisions. If, prior to the expiration of the Option, there
shall be any change in the stated capital of the shares covered by this Option,
to the extent the Option has not been exercised, the exercise price payable
therefor and the number of shares shall in each instance be adjusted as follows:
(a) If a share dividend is declared on the common stock, there shall
be added to the shares under this Option, the number of shares, which would
have been issuable to Optionee had it been the holder of record of the
number of shares then under Option but not theretofore purchased and issued
hereunder. Such additional shares resulting from such share dividend shall
be delivered proportionately from time to time without additional cost upon
the exercise of this Option. Any distribution to the holders of the common
stock, other than
a distribution of cash as a dividend out of surplus or net profits or a
distribution by way of the granting of rights to subscribe, shall be
treated as a share dividend.
(b) If an increase has been effected in the number of outstanding
shares of common stock by reason of a subdivision of such shares, the
number of shares which may thereafter be purchased under this Option shall
be the number of shares which would have been received by Optionee on such
subdivision had it been the holder of record of the number of shares then
under Option but not theretofore purchased and issued hereunder. In such
event, the price per share under this Option shall be proportionately
adjusted.
(c) If there is any capital reorganization or reclassification of the
stated capital of Maxxon, or any consolidation or merger of Maxxon with any
other corporation or corporations, or the sale or distribution of all or
substantially all of Maxxon's property and assets, adequate provisions
shall be made by Maxxon, so that there shall remain and be substituted
under this Option the shares, securities or assets which would have been
issuable or payable in respect of or in exchange for the common stock then
remaining under this Option and not theretofore purchased and issued
hereunder, Optionee shall have a right thereto as if Optionee had been the
owner of such shares on the applicable record date. Any shares so
substituted under this Option shall be subject to adjustment as provided in
this Paragraph in the same manner and to the same effect as the common
stock covered by this Option.
5. No Rights in Option Stock. Optionee shall have no rights as a
shareholder in respect of shares as to which the Option shall not have been
exercised and payment shall not have been received by Maxxon as herein provided,
and Optionee shall have no rights with respect to such Shares other than those
rights which are expressly conferred by this Agreement.
6. Shares Reserved. The Optionee shall at all times during the term of this
Agreement reserve and keep available such number of shares of common stock as
will be sufficient to satisfy the requirements of this Agreement and shall pay
all original issue taxes on the exercise of this Option and all other fees and
expenses necessarily incurred in connection therewith.
7. Non-Assignability. This Option shall not be encumbered, assigned,
transferred or disposed of in whole or in part.
8. Term. The Option, to the extent not previously exercised, shall expire
at 5:00 PM Eastern Daylight Time on January 31, 2008.
9. Miscellaneous.
9.1 Entire Agreement. This Option is granted pursuant to the Maxxon, Inc.
1998 Incentive Stock Option Plan ("Plan"). All the terms and conditions under
the Plan are incorporated herein by reference. This Agreement and the Plan
constitutes the entire agreement between the parties hereto with
2
respect to the matters provided for herein and supersedes all prior written
agreements between the parties with respect thereto. This Agreement may not be
altered, amended, canceled or terminated except by a written agreement signed by
Optionee and Maxxon. The Plan may be altered in accordance with its terms, and
every alteration in the Plan not involving the exercise price or the number of
Option shares shall be incorporated herein by reference, but the number of
shares and the exercise price hereof shall not be altered without the consent of
Optionee, except as provided by and in effect under the Plan on the date of
grant of this Option.
9.2 Notices. All notices under or in conjunction with this Agreement shall
be in writing, delivered in person against a receipt therefor or sent by telex,
certified, or registered mail, return receipt requested, with postage prepaid to
the address set forth under the signatures below or to such other address as a
party may designate in a notice given in accordance with the provisions of this
Section. All notices shall be deemed given when received in any written form or
5 days after the notice is mailed.
9.3 Captions and Titles; Counterpart Execution. Captions and titles have
been inserted in this Agreement for the benefit of the parties in referring to
this Agreement but shall not be construed or interpreted as part of this
Agreement. This Agreement may be executed in a number of identical counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute but one and the same agreement.
9.4 Construction. All conflicts between this Option Agreement and the Plan
shall be resolved in accordance with the Plan. This Agreement was negotiated,
executed and delivered in the State of Oklahoma and shall be governed by and
construed in accordance with the internal laws of the State of Oklahoma.
9.5 Waiver. The failure by any part to enforce any of its rights hereunder
shall not be deemed to be a waiver of such rights, unless such waiver is an
express written waiver which has been signed by the waiving party. Waiver of any
one breach shall not be deemed to be a waiver of any other breach of the same or
any other provision hereof.
MAXXON, INC. OPTIONEE:
BY________________________ _______________________
Xxxxxxx Xxxxx, President Xxxxx Xxxxxx
0000 Xxxxx Xxxx, Xxxxx 000 0000 Xxxxx Xxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000 Xxxxx, Xxxxxxxx 00000-0000
000-000-0000 fax _______________________Fax
