EXHIBIT 10.11
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this 20th day of December, 2000, by and
between Singlepoint Systems Corporation, a Minnesota corporation, (the intent is
to change the name to Global Maintech Corporation, Inc.) (hereinafter "Global"
or "the company"), and Xxxxxxx Xxxxxx (hereinafter "Director").
WHEREAS, Global wishes to immediately retain the services of Director
and in lieu of salary offer him stock options as delineated hereafter.
WHEREAS, Director in lieu of salary is offered stock options as
delineated hereafter.
WHEREAS, Director is willing to fulfill the role of Director.
WHEREAS, Director has provided a substantial amount of services since
November 2000 with no compensation.
NOW, THEREFORE, in consideration of the mutual covenants and promises,
the parties agree as follows:
1. Director will begin or has been providing services as of November
2000, and agrees to, as the date of this agreement, provide and fulfill the
function of Director for a period of three years or the earlier of the transfer
of control of the corporation as defined hereafter.
2. Global grants Director as consideration for the services rendered to
date and continuing into the future for a period of FIVE years the right to
purchase 200,000 shares of common stock of the company on the terms described
herein under the Company Stock Option Plan and such shares shall be deemed
incentive stock options to the maximum extent.
3. Duration and Exerciseability. Director shall have the immediate
right upon signing this document to exercise the option of purchasing 50,000
shares of common stock at the closing price as of December 20, 2000 ($0.16)
(hereinafter the "strike price").
4. One year from the date of this agreement, Director shall be entitled
to purchase an additional 75,000 shares of common stock at the strike price and
another 75,000 shares at the end of two years of service.
5. Director agrees that any or all of the share options hereunder may
be restricted, but the company shall make its best efforts in conformance with
the law and shareholder approval to have these shares become unrestricted and
publicly marketable will use its best effort to register the shares under the
company's S-8 Registration Statement.
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6. Change in Control.
(a) Except for an assumption of the Option as described in subsection
(d), in the event that there is a change in control (as hereinafter defined) of
Global, the vesting schedule set forth in Section 2 shall accelerate and the
Option shall become exercisable with respect to 100% of the Shares upon the
occurrence of such transaction; provided, however, that if, in connection with
the consummation of the transaction resulting in the Change in Control, Director
is offered consideration, in exchange for the Option, equal to the excess of the
value received for one share of Common Stock in such transaction over the
exercise price of the Option multiplied by the number of Shares subject thereto,
the Option shall terminate upon the consummation of the Change in Control.
(b) A change in control of Global shall be deemed to have occurred if:
(i) Any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) who did not own shares of the capital stock of the
company on the date of grant of the Option shall, together with his,
her or its Affiliates and Associates (as such terms are defined in Rule
12b-2 promulgated under the Exchange Act), become the Beneficial Owner
(as such term is defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the company representing
50% or more of the combined voting power of Global then outstanding
securities (any such person being hereinafter referred to as an
Acquiring Person);
(ii) The Continuing Directors (as hereinafter defined) shall
cease to constitute a majority of the Global Board of Directors;
(iii) There should occur (A) any consolidation or merger
involving Global and Global shall not be the continuing or surviving
corporation or the shares of the company's capital stock shall be
converted into cash, securities or other property; provided, however,
that this subclause (A) shall not apply to a merger or consolidation in
which (i) the company is the surviving corporation and (ii) the
shareholders of the company immediately prior to the transaction have
the same proportionate ownership of the capital stock of the surviving
corporation immediately after the transaction; (B) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the company;
or (C) any liquidation or dissolution of the company; or
(iv) The majority of the Continuing Directors determine, in
their sole and absolute discretion, that there has been a Change in
Control.
(c) Continuing Director shall mean any person who is a member of the
Board of Directors of the company, while such person is a member of the Board of
Directors, who is not
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an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a
representative of an Acquiring Person or of any such Affiliate or Associate and
who (i) was a member of the company's Board of Directors on the date of grant of
the Option or (ii) subsequently became a member of the Board of Directors, upon
the nomination or recommendation, or with the approval of, a majority of the
Continuing Directors.
(d) In the case of a Change in Control as described in Subsections
(b)(iii)(A) or (B), the Options may be assumed by the surviving or acquiring
corporation, as the case may be.
7. Effect of Termination of Relationship with Global.
(a) In the event that Director relationship with the company or its
subsidiaries shall terminate, for any reason other than Director's gross and
willful misconduct or Director's death or disability, Director shall have the
right to exercise the Option at any time within [term of option after
termination] after such termination to the extent of the full number of Shares
Director was entitled to purchase under the Option on the date of termination,
subject to the condition that the Option shall not be exercisable after the
expiration of its term.
(b) In the event that Director's relationship with the company or its
subsidiaries shall terminate by reason of Director's gross and willful
misconduct during the course of his/her relationship with the company (as
reasonably determined by the company), the Option shall terminate as of the date
of the misconduct and shall not be exercisable thereafter.
(c) If Director shall die during its relationship with the company or
its subsidiaries, or within three months after termination of such relationship
with the company for any reason other than gross and willful misconduct, or if
Director shall become disabled within the meaning of Section 22(e)(3) of the
Code during its relationship with the company or its subsidiaries, and Director
shall not have fully exercised the Option, the Option may be exercised at any
time within twelve months after Director's death or disability by the legal
representative or, if applicable, guardian of Director or by any person to whom
the Option is transferred by will or the applicable laws of descent and
distribution to the extent of the full number of Shares Director was entitled to
purchase under the Option on the date of death (or termination of its
relationship with the company, if earlier) or disability and subject to the
condition that the Option shall not be exercisable after the expiration of its
term.
8. Manner of Exercise.
(a) The Option may only be exercised by Director or other proper party
within the option period by delivering written notice of exercise to the company
at its principal executive office. The notice shall state the number of Shares
as to which the Option is being exercised and shall be accompanied by payment in
full of the option price for all of the Shares designated in the notice.
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(b) Director may, at the company's election, pay the option price in
cash, by check (bank check, certified check or personal check).
(c) The exercise of the Option is contingent upon receipt from Director
(or other proper person exercising the Option) of a representation that, at the
time of such exercise, it is Director's intention to acquire the Shares being
purchased for investment and not with a view to the distribution or sale thereof
within the meaning of the Securities Act of 1933, as amended (the Securities
Act); provided, however, that the receipt of such representation shall not be
required upon exercise of the Option if, at the time of such exercise, the
issuance of the Shares subject to the Option shall have been properly registered
under the Securities Act and all applicable state securities laws. Such
representation shall be in writing and in such form as the company may
reasonably request. The certificate representing the Shares so issued for
investment shall be imprinted with an appropriate legend setting forth all
applicable restrictions on their transferability.
9. Adjustments. If Director exercises all or any portion of the Option
subsequent to any change in the Common Stock through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change in
the corporate or capital structure of the company, Director shall then receive
for the aggregate price paid by him or her on such exercise, the number and type
of securities or other consideration which he or she would have received if the
Option had been exercised prior to the event changing the outstanding Common
Stock in order to prevent dilution or enlargement of the rights granted
hereunder.
10. Miscellaneous.
(a) This Agreement shall not confer on Director any right with respect
to continuance of employment by or continuance of the relationship with the
company or any of its subsidiaries, nor will it interfere in any way with the
right of the company to terminate such employment at any time. Director shall
have none of the rights of a shareholder with respect to the Shares until such
Shares shall have been issued to him upon exercise of the Option.
(b) The company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements thereof. The exercise of all or any part of the Option
shall only be effective at, and may be deferred until, such time as the sale of
the Shares pursuant to such exercise will not violate any federal or state
securities laws, it being understood that the company shall have no obligation
to register the issuance or sale of the Shares for such purpose.
11. Arbitration. This Agreement is intended to set forth the important
terms between the parties but is unlikely to cover all circumstances. In this
regard, if the parties are unable to resolve any disagreement between them, or
problems that arise in the future, which may or may not be covered by this
Agreement, an arbitrator shall be selected by agreement, and if the parties are
unable to agree on an arbitrator, then one shall be selected from the American
Arbitration Association in accordance with their normal procedures. The
arbitrator's decision shall be binding upon all parties.
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The arbitrator so selected shall decide the issues to be determined, based upon
the following:
(a) That both parties be treated fairly and equitably;
(b) The intent of this Agreement or any subsequent amendments; and
(c) Practical considerations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
Singlepoint Systems Corporation
By
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Xxxxx Xxxx
Its President
By
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Director
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