NOVO NETWORKS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
pursuant to the
NOVO NETWORKS, INC. 1999 OMNIBUS SECURITIES PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement")
is made and entered into by and between NOVO NETWORKS, INC.,
formerly eVentures Group, Inc., a Delaware corporation (the
"Company"), and STEVEN W. CAPLE (the "Optionee"), effective
February 21, 2003 (the "Date of Grant").
1. GRANT OF OPTION. The Company hereby grants to the
Optionee and the Optionee hereby accepts, subject to the terms
and conditions hereof, a Nonqualified Stock Option (the "Option")
to purchase up to 500,000 shares of Company's common stock, par
value $0.00002 per share (the "Common Stock"), at the Exercise
Price per share set forth in Section 4 below.
2. GOVERNING PLAN. This Option is granted pursuant to the
Company's 1999 Omnibus Securities Plan (the "Plan"), a copy of
which is attached hereto. Capitalized terms used but not
otherwise defined herein have the meanings as set forth in the
Plan. The Optionee agrees to be bound by the terms and
conditions of the Plan, which are incorporated herein by
reference and which control in case of any conflict with this
Agreement, except as otherwise specifically provided for in the
Plan.
3. EXPIRATION AND TERMINATION OF THE OPTION. The Option
(to the extent not earlier exercised or terminated in accordance
with the Plan or this Agreement) will expire at the end of
business on February 21, 2013, ten (10) years from the Date of
Grant of the Option (the "Expiration Date"). In the event of
termination of the Optionee's employment with the Company or any
Affiliated Entity, any Vested Portion of the Option (as defined
in Section 5 below) may be exercised for a period of five (5)
years thereafter, but not after the Expiration Date, and the
Option shall terminate as to the shares of Common Stock covered
by the remaining, unvested portion of the Option. The Option may
not be exercised after its expiration or termination.
4. EXERCISE PRICE. The "Exercise Price" of the Option is
five and one half cents ($0.055) per share of Common Stock. The
Exercise Price is subject to adjustment or amendment as set forth
in the Plan, including, without limitation, Section 3.4, Section
4.5(b) or Section 6.2 of the Plan.
5. VESTING. On each Measurement Date set forth in Column 1
below, the Option shall vest and become exercisable for the
corresponding fraction set forth in Column 2 below of the total
number of shares of Common Stock set forth in Section 1 hereof if
the Optionee's employment with the Company and/or any Affiliated
Entity has not previously terminated. The "Vested Portion" of
the Option as of any particular date shall be the cumulative
total of all shares for which the Option has become exercisable
on or prior to that date in accordance with the following
schedule.
Column 1 Column 2
Fraction of Total Option
Shares Vesting on
Measurement Date
Measurement Date -----------------
--------------------
February 21, 2003 One-Fourth (1/4)
February 21, 2004 One-Fourth (1/4)
February 21, 2005 One-Fourth (1/4)
February 21, 2006 One-Fourth (1/4)
Notwithstanding the foregoing, in the event the Optionee's
employment with the Company and/or any Affiliated Entity is
terminated within one (1) year after a "Change in Control" (as
defined in Article 13 of the Plan) then, immediately prior to the
effective date of such termination, the Option, to the extent
that the Option has not terminated or expired prior to the date
of such termination of employment, shall become fully vested and
exercisable (if not already vested and exercisable) by Optionee
for a period of five (5) years thereafter, but not after the
Expiration Date.
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6. EXERCISE OF THE OPTION. The Vested Portion of the
Option may be exercised, to the extent not previously exercised,
in whole or in part, at any time or from time to time prior to
the expiration or termination of the Option, except that no
Option shall be exercisable except in respect to whole shares,
and not less than one hundred (100) shares may be purchased at
one time unless the number purchased is the total number at the
time available for purchase under the terms of the Option.
Exercise shall be accomplished by providing the Company with
written notice in the form of Exhibit "A" attached hereto, which
notice shall be irrevocable when delivered and effective upon
payment in full of the Option Price in accordance with Section
5.4 of the Plan and Section 7 hereof and any amounts required in
accordance with Section 5.11 of the Plan for withholding taxes,
and the satisfaction of all other conditions to exercise imposed
under the Plan.
7. PAYMENT OF EXERCISE PRICE. Upon any exercise of the
Option, the total Exercise Price for the number of shares for
which the Option is then being exercised and the amount of any
federal, state and local withholding taxes imposed thereon shall
be paid in full to the Company in cash or with shares of Common
Stock that have been owned for at least six months by the
Optionee (or by the Optionee and his or her spouse jointly), or a
combination thereof, or in such other form permitted by
applicable law and the Plan as the Administering Body deems
acceptable at the time of exercise, all in accordance with the
applicable provisions of Section 5.4 and Section 5.11 of the
Plan.
8. ACKNOWLEDGMENT REGARDING OPTIONS. Optionee hereby
represents, acknowledges, agrees and understands that Optionee
has no other options with respect to shares of stock or equity in
the Company and/or any Affiliated Entity (including any
subsidiaries or affiliates of the Company, such as Paciugo
Management, LLC, a Texas limited liability company ("Paciugo"),
Ad Astra Holdings, LP, a Texas limited partnership ("Ad Astra"),
Axistel Communications, Inc., a Delaware corporation ("Axistel"),
and/or e.Volve Technology Group, Inc., f/k/a Orix Global
Communications, Inc., a Nevada corporation ("e.Volve")), validly
granted, verbally promised or otherwise, prior to the effective
date of this Agreement, except as otherwise described on Exhibit
"B" to this Agreement. Optionee further acknowledges, agrees and
understands that the Company is relying on the statements
contained herein with respect to the granting of options as
provided herein.
9. NONTRANSFERABILITY OF OPTION. The Option shall not be
transferable or assignable by the Optionee, other than in
accordance with Section 5.9 of the Plan or by will or the laws of
descent and distribution (or as otherwise permitted by the
Administering Body in its sole discretion), and shall be
exercisable during the Optionee's lifetime only by him or her or
by his or her legal representative(s) or guardian(s) or any
permitted transferee.
10. ADMINISTRATION. The Plan and this Agreement shall be
administered and may be definitively interpreted by the
Administering Body, and the Optionee agrees that the decisions of
such Administering Body concerning administration and
interpretation of the Plan and this Agreement shall be final,
binding and conclusive on all persons.
11. SEVERABILITY. If any of the provisions of this
Agreement should be deemed unenforceable, the remaining
provisions shall remain in full force and effect.
12. MODIFICATION. This Agreement may not be modified or
amended, nor may any provision hereof be waived, in any way
except in writing signed by the parties hereto.
13. COUNTERPARTS. This Agreement has been executed in two
counterparts each of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Agreement has been executed on
behalf of the Company by its duly authorized officer, and by the
Optionee in acceptance of the above-mentioned Option, subject to
the terms and conditions of the Plan and of this Agreement, all
as of the day and year first above written.
[Signature Page Follows]
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SIGNATURE PAGE FOR NOVO NETWORKS, INC.,
NONQUALIFIED STOCK OPTION AGREEMENT
Signature page for Novo Networks, Inc. Nonqualified Stock
Option Agreement, dated February 21, 2003.
COMPANY:
-------
NOVO NETWORKS, INC.
By:____________________________
Name:__________________________
Title:_________________________
OPTIONEE:
--------
_______________________________
Steven W. Caple
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EXHIBIT "A"
NOTICE OF EXERCISE
under
NONQUALIFIED STOCK OPTION AGREEMENT
pursuant to the
NOVO NETWORKS, INC. 1999 OMNIBUS SECURITIES PLAN
To: Novo Networks, Inc. (the "Company")
From: Steven W. Caple
Date: ____________________
Pursuant to the Novo Networks, Inc. 1999 Omnibus Securities
Plan (the "Plan") and the Nonqualified Stock Option Agreement
(the "Agreement") (capitalized terms used without definition
herein have the meanings given such terms in the Agreement or the
Plan) between the Company and myself, effective February 21,
2003, I hereby exercise my Option as follows:
Number of shares of Common Stock I wish to
purchase under the Option
Exercise Price per share $______
Total Exercise Price $______
"Vested Portion" of Option (see definition in
Section 5 of the Agreement)
Number of shares I have previously purchased by
exercising the Option
Expiration Date of the Option
I hereby represent, warrant, and covenant to the Company
that:
a. I am acquiring the Common Stock for my own account, for
investment, and not for distribution or resale, and I will make
no transfer of such Common Stock except in compliance with
applicable federal and state securities laws and in accordance
with the provisions of the Plan.
b. I can bear the economic risk of the investment in the
Common Stock resulting from this exercise of the Option,
including a total loss of my investment.
c. I am experienced in business and financial matters and
am capable of (i) evaluating the merits and risks of an
investment in the Common Stock; (ii) making an informed
investment decision regarding exercise of the Option; and (iii)
protecting my interests in connection therewith.
d. Any subsequent offer for sale or distribution of any of
the shares of Common Stock shall be made only pursuant to (i) a
registration statement on an appropriate form under the
Securities Act, which registration statement has become effective
and is current with regard to the shares being offered or sold,
or (ii) a specific exemption from the registration requirements
of the Securities Act, it being understood that to the extent any
such exemption is claimed, I shall, prior to any offer for sale
or sale of such shares, obtain a prior favorable written opinion,
in form and substance satisfactory to the Administering Body,
from counsel for or approved by the Administering Body, as to the
applicability of such exemption thereto.
Exhibit "A" - Page 1
I acknowledge that I must pay the total Exercise Price in
full and make appropriate arrangements for the payment of all
federal, state and local tax withholdings due with respect to the
Option exercised herein, before the stock certificate evidencing
the shares of Common Stock resulting from this exercise of the
Option will be issued to me.
Attached in full payment of the total Exercise Price for the
Option exercised herein is ( ) a check made payable to the
Company in the amount of $___________________ and/or ( ) a
stock certificate for _______ shares of Common Stock that have
been owned by me or by me and my spouse jointly for at least six
months, with a duly completed stock power attached with a total
Fair Market Value on the date hereof equal to the total Exercise
Price.
Also attached in full payment of all withholding tax
obligations arising from exercise of the Option is (___) a check
made payable to the Company in the amount of such required
withholding and/or (____) a stock certificate for ____ shares of
Common Stock that have been owned by me or by me and my spouse
jointly for at least six months, with a duly completed stock
power attached, with a total Fair Market Value on the date hereof
equal to the amount of such required withholding.
[Signature Page Follows]
Exhibit "A" - Page 2
SIGNATURE PAGE FOR "EXHIBIT A", NOTICE OF EXERCISE UNDER
NONQUALIFIED STOCK OPTION AGREEMENT, PURSUANT TO THE NOVO
NETWORKS, INC. 1999 OMNIBUS SECURITIES PLAN
Signature page for "Exhibit A", Notice of Exercise under
Nonqualified Stock Option Agreement, pursuant to the Novo
Networks, Inc. 1999 Omnibus Securities Plan, dated February 21,
2003.
OPTIONEE:
--------
_______________________________
Steven W. Caple
RECEIVED BY THE COMPANY:
-----------------------
________________________________
Name:___________________________
Date:___________________________
Exhibit "A" - Page 3
EXHIBIT "B"
DESCRIPTION OF EXISTING OPTIONS
GRANTED TO OPTIONEE
1. An option to purchase 60,000 shares of the Company's
Common Stock was granted to the Optionee under the Company's 1999
Omnibus Securities Plan with 20,000 shares vesting on each of
June 26, 2001; June 26, 2002; and June 26, 2003.
2. An option to purchase 60,000 shares of the Company's
Common Stock was granted to the Optionee under the Company's 2001
Equity Incentive Plan with 15,000 shares vesting on each of June
26, 2001; June 26, 2002; June 26, 2003; and June 26, 2004.
Exhibit "B"