FAIRCHILD INTERNATIONAL CORPORATION
STOCK OPTION
When duly signed by an authorized officer of Fairchild International
Corporation (hereinafter referred to as "the Company"), this document grants to
the natural person whose name is printed at the bottom of this document
(hereinafter "Optionee") an option to acquire shares of the Common Stock of the
Company ("hereinafter "the Option"). The terms of this Stock Option are set out
below. This Stock Option is effective as of the date of the authorized signature
at the end of this document.
The Option recognizes that Optionee has made a significant and
important contribution to the success of the Company, and is capable and
inclined to make further important contributions to the success of the Company.
The Board of Directors of the Company has authorized the grant of the Option to
Optionee;
1. TERM OF OPTION; WHEN EXERCISABLE. The Option may be exercised in
whole or in part, and at any time, during the period shown on the signature page
hereof, but only upon and to the extent of vesting of the Option as shown on the
signature page (hereinafter "the Term"); PROVIDED THAT UPON TERMINATION OF THE
EMPLOYMENT OF OPTIONEE BY THE COMPANY, THE TERM PROVIDED BELOW SHALL BE REDUCED
TO THE LESSER OF THE TIME REMAINING ON THE TERM OF THE OPTION AND 1 YEAR FROM
THE DATE OF TERMINATION.
The Option will expire at 5:00 PM Pacific Time on the date
shown on the signature page hereof, and thereafter shall be of no further force
or effect.
2. HOW EXERCISABLE. Optionee may exercise the Option by delivery of a
Written Exercise in the form attached as Exhibit "A," which must be dated,
signed and fully completed. The Company must receive your Written Exercise (a)
within the Term; and (b) accompanied by the full exercise price for the shares
to be acquired. The exercise price may be paid in one of the following ways:
(a) in the form of a CASHIER'S CHECK payable to the Company in the
amount of the exercise price per share multiplied by the
number of shares being exercised.
(b) in the form of an irrevocable and unconditional UNDERTAKING BY
A REGISTERED SECURITIES BROKER- DEALER that it will deliver
the exercise price in cash to the Company within a maximum of
three (3) days. (Thereupon the Company will issue and deliver
to said broker-dealer one or more certificates representing
the shares being acquired under the Option.)
(c) in the form of a written request that the full number of
shares covered by the Option be exercised, but also directing
that the Company retain and cancel the number of shares having
an aggregate Fair Market Value equal to the total exercise
price due. (For example, assume that the Option covered 16
shares with an exercise price of $2.00 per share and a Fair
Market Value of $4.00 per share at the time of exercise. In
this example, Optionee could direct that 8 shares be retained
and cancelled in full payment for the delivery of 8 shares,
net, to Optionee.)
Certificate(s) evidencing the shares you acquire through the Option
will be issued within a reasonable time following exercise.
3. BY WHOM EXERCISABLE. The Option may be exercised only by the
Optionee or Optionee's legal personal representative.
4. NO STOCKHOLDER RIGHTS. Optionee will not have any rights as a
stockholder of the Company with respect to any shares covered by the Option
until exercise of the Option with respect to such shares.
5. TAX EFFECTS; SECURITIES LAW COMPLIANCE. The Company makes no
representations as to the tax effects as a result of Optionee's receipt of the
Option or as a result of the exercise of the Option.
The shares underlying the Option and which may be acquired through
exercise of the Option have not been registered under the Securities Act of 1933
or under any applicable state securities registration laws, and may not be
resold or transferred without such a registration being in force or the
availability of an exemption from such registration. Optionee is solely
responsible to ascertain, determine and comply with all applicable securities
laws in connection with the exercise of the Option and the sale or transfer of
the underlying shares. Share certificates issued upon the exercise of the Option
shall be legended in accordance with this Section 6.
6. MISCELLANEOUS.
This Option shall be construed in accordance with, and governed by, the
substantive laws of Nevada without reference to principles governing choice or
conflicts of law.
This Option may not be amended or modified by the Company except by an
agreement in writing that is signed by the Company and Optionee.
The captions used herein are for ease of reference only and shall not
define or limit the provisions hereof.
"Fair Market Value" as used in this Option shall mean the most recent
appraised value of the Company divided by the total number of outstanding shares
of Common Stock, including all shares covered by outstanding stock options
regardless of vesting; provided that if there is an independently derived market
price for shares of the Company's Common Stock, as on a public market or
exchange, that reported value will be Fair Market Value.
NAME OF OPTIONEE: DAVID STADNYK
NO. OF SHARES: 600,000 EXERCISE PRICE PER SHARE: $ 0.09
VESTING OF OPTION: FULLY VESTED ON DATE OF GRANT.
DATE OF OPTION: JULY 9, 2001 OPTION TERM ENDS: JULY 9, 2004
FAIRCHILD INTERNATIONAL CORPORATION
By: /s/ ROBERT GRACE
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Its: President
FAIRCHILD INTERNATIONAL CORPORATION
WRITTEN EXERCISE OF OPTION
To: Fairchild International Corporation:
Optionee was granted an option ("the Option") to purchase shares of the
Common Stock of the Company, a copy of which is attached to this Written
Exercise. Optionee acknowledges that the validity of the Option is contingent
upon the fulfillment of the conditions contained in the Option and in this
Written Exercise. Optionee hereby affirms the terms of the Option, and declares
that Optionee is not currently in breach or derogation of the terms of the
Option.
Seeking to be bound thereby, and understanding that the Company will
rely hereon, Optionee hereby exercises the Option and makes the following
representations:
1. Optionee hereby exercises the Option and purchases thereby the
number of shares of Common Stock of the Company set forth in the place provided
below, for a total exercise price set forth in the space provided below.
2. The exercise price is fair and the undersigned waives any challenge
as to its determination.
3. The Option is governed by federal and state tax and securities laws
and by its own terms. Optionee has consulted with tax and securities counsel or
other advisor(s) and has been satisfied as to the federal and state securities
law and tax incidents of the exercise of this Option. Optionee holds the Company
harmless as to the disclosure or failure to disclose part or all of any such
securities law or tax incidents. Optionee hereby waives any challenge or
objection to the Option based on any such changes in federal or state law.
4. Access has been provided to the Company's most recent financial
statements and Optionee has been given an opportunity, directly or through
agents, to discuss the affairs of the Company with members of the Company's
senior management.
NO. OF SHARES: ________________ TOTAL EXERCISE PRICE: $
Exercise Price is:(CHECK ONE)
[ ] CASHIER'S CHECK [ ] BROKER UNDERTAKING [ ] NET-OUT OF SHARES
(enclosed) (enclosed) (according to formula)
DATED this __________ day of _____________________, _________
OPTIONEE NAME:
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OPTIONEE SIGNATURE:
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