NETWORK SYSTEMS INTERNATIONAL, INC.
STOCK OPTION AGREEMENT
1. Grant of Option. Network Systems International,
Inc., a Nevada corporation (the "Company"), hereby grants to
CHRISTOPHER N. BAKER
(the "Option Holder")
an option ("Option") to purchase from the Company a total
of 500,000 shares of Common Stock, $0.001 par value, of the
Company (the "Common Stock") at $1.00 per share, in the
amounts, during the periods and upon the terms and
conditions set forth in this Agreement. This Option is not
intended to constitute an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended. Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in that
certain Executive Employment Agreement of even date herewith
between the Company and Option Holder (the "Employment
Agreement").
2. Time of Exercise. Except only as specifically pro
vided elsewhere in this Agreement, this Option is
exercisable in the following cumulative installments:
(A) Up to 25% of the total number of optioned shares
at any time on or after April 15, 2000.
(B) Up to an additional 25% of the total number of
optioned shares at any time on or after April 15,
2001.
(C) Up to an additional 25% of the total number of
optioned shares at any time on or after April 15,
2002.
(D) Up to an additional 25% of the total number of
optioned shares at any time on or after April 15,
2003.
If an installment covers a fractional share, such
installment will be rounded off to the next highest share,
except the final installment, which will be for the balance
of the total optioned shares. Notwithstanding the preceding
provisions of this Section 2, the number of option shares
exercisable under this Option shall not exceed the number of
shares exercisable on the earlier of the following:
(a) 5 p.m. EST on the date one year following the
date of the Option Holder's death or Disability
(as defined herein and as described in Section 6).
(b) 5 p.m. on the date six months following the
date the Option Holder's employment with the
Company terminates.
(c) The date and time this Option terminates
pursuant to Section 5.
3. Vesting Upon Certain Events. Notwithstanding the
provisions of Section 2, this Option shall become fully
exercisable immediately upon the occurrence of a Change of
Control or if Option Holder is terminated by the Company
without Cause or by Executive for Good Reason (as such terms
are defined herein).
4. Exercise of Option. The exercise of this Option
shall entitle the Option Holder to purchase shares of Common
Stock of the Company. If requested by the Option Holder and
approved by the Company, the Option Holder may exercise this
Option or any portion hereof by tendering shares of Common
Stock, in lieu of cash payment for the option shares being
purchased, with the number of shares tendered to be
determined based on the closing price per share of the
Common Stock on the date of exercise, as quoted on any
national securities exchange or The Nasdaq Stock Market, or
if no sale of the Common Stock shall have been reported on
such date of exercise, on the next preceding day or the last
day prior to the date of exercise when a sale was reported.
The Company shall register the option shares subject to the
Option on a Form S-8 or other applicable registration
statement promptly after the date of this Agreement, and in
any event by October 1, 1999.
5. Term. Upon the first to occur of the following,
this Option will terminate immediately and the Option Holder
will forfeit any right to exercise any portion of this
Option:
(a) 5 p.m. EST on April 15, 2009.
(b) 5 p.m. on the date one month following the
termination of the Option Holder's employment with
the Company for Cause.
6. Who May Exercise. During the lifetime of the
Option Holder, this Option may be exercised only by the
Option Holder. If the Option Holder dies or becomes
Disabled prior to the termination date specified in Section
5 hereof without having exercised this Option as to all of
the shares covered hereby, the Option may be exercised to
the extent the Option Holder could have exercised the Option
on or after the date of his death or Disability in
accordance with Section 2 by (i) the Option Holder's estate
or a person who acquired the right to exercise the Option by
bequest or inheritance or by reason of the death of the
Option Holder in the event of the Option Holder's death, or
(ii) the Option Holder or his personal representative in the
event of the Option Holder's Disability, subject to the
other terms of this Agreement and applicable laws, rules and
regulations.
7. Restrictions on Exercise. This Option:
(a) may be exercised only with respect to full
shares and no fractional share of stock shall be
issued;
(b) may not be exercised in whole or in part and
no certificates representing shares subject to
such Option shall be delivered, if any requisite
approval or consent of any government authority of
any kind having jurisdiction over the exercise of
options shall not have been secured; and
(c) must be exercised prior to the date specified
in Section 5(a).
8. Manner of Exercise. Subject to such administrative
regulations as the Company may from time to time adopt, the
Option Holder or, if applicable, Option Holder's
representative or beneficiary shall, in order to exercise
this Option:
(a) give written notice to the Company of the
exercise price and the number of shares which he
will purchase and furnish an undertaking to make
payment of such exercise price in United States
dollars before issuance of such shares; or
(b) give written notice to the Company of the exercise
price and the number of shares for which he is re
questing approval from the Company to tender other
shares of Common Stock in exchange for Option
shares.
Any notice shall include an undertaking to furnish or
execute such documents as the Company in its reasonable
discretion shall deem necessary (i) to evidence such
exercise, in whole or in part, of the Option evidenced by
this Agreement, (ii) to determine whether registration is
then required under the Securities Act of 1933, or any other
law, as then in effect, and (iii) to comply with or satisfy
the requirements of the Securities Act of 1933, or any other
law, as then in effect.
In addition, if an exercise under paragraph (b) above
is requested, the notice shall include an undertaking to
tender to the Company (i) promptly after receipt of denial
by the Company of the paragraph (b) request, full payment in
United States dollars of the Option exercise price for the
shares being purchased hereunder or (ii) promptly after
receipt of approval by the Company of exercise of this
Option or portion thereof by payment of Common Stock, full
payment in Common Stock in exchange for the shares being
purchased hereunder. In addition, the Option Holder shall
tender payment of the amount that may be requested pursuant
to Section 14 by the Company for the purpose of satisfying
its liability to withhold federal, state or local income or
other taxes incurred by reason of the exercise of this
Option.
9. Non-Assignability. This Option is not assignable
or transferable by the Option Holder except by will or by
the laws of descent and distribution.
10. Rights of Shareholder. The Option Holder will
have no rights as a shareholder with respect to any shares
covered by this Option until the issuance of a certificate
or certificates to the Option Holder for the shares. Except
as otherwise provided in Section 11 hereof, no adjustment
shall be made for dividends or other rights for which the
record date is prior to the issuance of such certificate or
certificates.
11. Capital Adjustments; Antidilution. In the event
that, by reason of any merger, consolidation, combination,
liquidation, reorganization, recapitalization, stock
dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares or other like
change in capital structure of the Company (collectively, a
"Reorganization"), the Common Stock is substituted,
combined, or changed into any cash, property, or other
securities, or the shares of Common Stock are changed into a
greater or lesser number of shares of Common Stock, the
number and/or kind of shares and/or interests subject to
this Option and the per share price or value thereof shall
be appropriately and equitably adjusted by the Company to
give appropriate effect to such Reorganization. Any
fractional shares or interests resulting from such
adjustment shall be eliminated.
In the event the Company is not the surviving entity of
a Reorganization and, following such Reorganization, the
Option Holder holds Options which have not been exercised,
canceled, or terminated in connection herewith, the Company
shall cause such Options to be assumed (or canceled and
replacement Options issued) by the surviving entity in the
Reorganization.
12. Law Governing. This Agreement is intended to be
performed in the State of North Carolina and shall be
construed and enforced in accordance with and governed by
the laws of such State.
13. Date of Grant. The date of grant of this Option
is April 15, 1999.
14. Withholding. It shall be a condition to the
obligation of the Company to issue or transfer shares of
stock upon exercise of this Option that the Option Holder
pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying its
liability to withhold federal, state or local income or
other taxes incurred by reason of the exercise of this
Option. If the amount requested is not paid, the Company
may refuse to issue or transfer shares of stock upon
exercise of this Option.
15. Dispute Resolution.
(a) Arbitration . The exclusive remedy or method
of resolving all disputes or questions arising out of
or relating to this Agreement shall be arbitration held
in Greensboro, North Carolina. Any arbitration may be
requested or initiated by the Company or Option Holder
(each a "Party") by written notice to the other Party
specifying the subject of the requested arbitration and
appointing the notifying Party's arbitrator
("Arbitration Notice").
(b) Arbitrators . Arbitration shall be before
three arbitrators, one to be appointed by the Company,
a second to be appointed by Option Holder, and a third
to be appointed by the two arbitrators chosen by the
Company and Option Holder. All such arbitrators shall
be selected from a list of potential arbitrators
provided by the American Arbitration Association. The
third arbitrator shall act as chairman. If either
Party fails to appoint an arbitrator by written notice
to the other Party within ten days after the
Arbitration Notice is given or the two arbitrators
appointed by the Parties fail to appoint a third
arbitrator within ten days after the date of the
appointment of the second arbitrator, then the American
Arbitration Association in Greensboro, North Carolina,
upon application of a Party shall appoint an arbitrator
to fill that position.
(c) Award and Costs . The arbitration proceeding
shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration
Association. A determination or award made or approved
by at least two of the arbitrators shall be the valid
and binding action of the arbitrators. The costs of
arbitration shall be borne by the Company and/or Option
Holder as determined by the arbitrators. The
arbitration determination or award shall be final and
conclusive on the Parties, and judgment upon such award
may be entered and enforced in any court of competent
jurisdiction.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer and
the Option Holder, to evidence his consent and approval of
all the terms hereof, has duly executed this Agreement, as
of the date specified in Section 13 hereof.
NETWORK SYSTEMS INTERNATIONAL, INC.
By: /s/ Robbie M. Efird
Robbie M. Efird,
Chief Executive Officer
/s/ Christopher N. Baker
CHRISTOPHER N. BAKER, Option Holder