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EXHIBIT 10(c)
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 26th day of June, 2000 by and between Corniche Group
Incorporated, a Delaware corporation having offices at 610 S. Industrial Blvd,
Suite 220, Euless, Texas 76040 (the "Company"), and David H. Boltz (the
"Executive").
WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's employment by the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment. The Company agrees to employ the Executive in the capacity
herein after set forth, for the term specified in paragraph 2, and the
Executive agrees to accept such employment, upon the terms and
conditions hereinafter set forth.
2. Term. This Agreement shall be for a term commencing on [June 26th,
2000] (the "Effective Date") and unless this Agreement is sooner
terminated under the provisions hereof, expiring three years
thereafter (the "Term").
3. Duties and Responsibilities.
(a) During the Term, the Executive shall serve as an officer of the
Company and shall have the title of Vice President Chief
Information Officer. The Term may be extended for such duration
and upon such terms and conditions as to which the Company and
the Executive may agree, on or prior to, the expiration of the
Term.
(b) The Executive shall devote substantial business efforts to the
Company. Other business activities of the Executive shall be
limited in time and scope and not conflict with the terms of this
Agreement. The Executive will (i) devote his best efforts, skill
and ability to promote the Company's interest; (ii) carry out his
duties in a competent and professional manner; (iii) work with
other employees of the Company in a competent and professional
manner and (iv) generally promote the best interests of the
Company.
(c) The Executive's normal place of business shall be 610 S.
Industrial Blvd., Suite 220, Euless, Texas 76040.
(d) The Executive shall have the powers and duties commensurate with
his position and the authority to perform these and other such
duties as may reasonably be assigned from time to time that are
not inconsistent with such position.
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4. Compensation.
(a) As compensation for services hereunder and in consideration of
his agreement not to compete as set forth in Section 9 below,
during the Term, the Company shall pay the Executive in
accordance with the Company's normal payroll practices base
salary compensation at an annual rate of $75,000.00 less required
tax withholding amounts. The annual rate of salary compensation
may be reviewed and increased at the discretion of the Board.
Annual bonuses may be awarded at the sole discretion of the
Board.
(b) As additional consideration for the Executive's agreement to
provide services to the Company hereunder, the Executive will
receive, non-qualified stock options having a term of five years
and covering a total of 100,000 of the Company's shares of common
stock. Said options will be granted under the terms of an Option
Agreement dated the date hereof and annexed hereto as Exhibit A
at the exercise prices and on the vesting terms set forth
therein.
5. Expenses: Fringe Benefits.
(a) In addition to the compensation provided for under Section 4, the
Company agrees to pay or to reimburse the Executive during the
Term for all reasonable, ordinary and necessary vouchered
business or entertainment expenses incurred in the performance of
his duties hereunder in a manner established by the Company's
policy as from time to time in effect.
(b) During the Term the Executive shall be entitled to participate in
a health care plan at the Company's expense and such life
insurance and 401K plans and other employee benefit plans which
become available to senior employees of the Company, including
participation in any stock plans and annual incentive plans
established by the Company. The executive may add family members
to the company's health plan at the executive's expense.
(c) The Executive shall be entitled to a combined 2 weeks 10 business
days of paid vacation per calendar year in addition to ten 10
public holidays provided that no more than ten 10 consecutive
days of vacation shall be taken at any one time without the prior
approval of the Chief Executive Officer of the Company.
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6. Discharge by Company.
(a) The Company shall be entitled to terminate the Term and to
discharge the Executive for "cause". The term "cause" shall be
limited to the following.
(i) The Executive's failure or unreasonable refusal to
perform his duties and responsibilities under this
Agreement.
(ii) Dishonesty affecting the Company.
(iii) Conviction of a felony or of any crime involving fraud
or misrepresentations.
(iv) The Executive's failure to adequately perform his
responsibilities.
(v) The commission of a willful or intentional act which
could injure the reputation, business or business
relationships of the Company.
(vi) Any material breach of this Agreement, if such breach is
not cured within 30 days after receipt by the Executive
of written notice thereof from the Company, and
(b) Disability pursuant to Section 7 hereof.
(c) If Executive's employment is terminated by the Company without
cause, in addition to the salary and benefits accrued through the
date of termination, Executive will receive as severance an
amount equal to 18 months base salary. Such severance payment
shall be payable in equal installments or as mutually agreed by
the Executive and the Company in a lump sum discounted using the
prime rate then in effect at Citibank, N.A. In addition to his
base salary the Company will pay Executive the cost of continuing
medical insurance. Termination without cause shall include action
by the Company, without Executive's consent, pursuant to which
his duties or title are materially reduced or assignment of
duties become materially inconsistent with duties stated herein.
7. Disability, Death.
(a) If the executive shall be unable to perform his duties hereunder
by virtue of physical or mental incapacity or disability (from
any cause or causes whatsoever) in substantially the manner and
to the extent required hereunder prior to the commencement of
such disability (all such causes being herein referred to as
"disability") and the Executive shall fail to have performed
substantially such duties for periods aggregating ninety (90)
days, whether or not continuous, in any continuous period of one
hundred eighty (180) days, the Company shall have the right to
terminate the Executive's employment hereunder as at the end of
any calendar month
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upon written notice to him. Said notice of intention to terminate
the Executive must be given by the Company within ninety (90)
days following the 90th day of disability, in which case the
Executive shall be entitled to his base salary compensation to
the end of such calendar month and for a continuing period of
three (3) months thereafter payable on the regular payroll
schedule.
(b) In the case of the death of the Executive, this Agreement shall
terminate and the company shall be obligated to pay to the
Executive's estate or as otherwise directed by the Executive's
duly appointed and authorized legal representative, his then base
salary compensation and all accrued benefits through the date of
death.
8. Voluntary Termination. The Executive may terminate his employment for
any reason at any time upon ninety (90) days prior written notice to
the Company. If the Executive voluntarily terminates his employment
prior to the term hereunder, he shall only be entitled to receive
compensation accrued through the date of termination and shall not be
entitled to any prorated amounts for vacation pay.
9. Confidentiality; Covenant Against Competition; Intellectual Property.
(a) The Executive recognizes and acknowledges that all information
pertaining to the affairs, business, clients or customers of the
Company or any of its subsidiaries or affiliates or predecessors
(any or all of such of such entities being hereinafter referred
to as the "Businesses"), as such information may exist from time
to time, other than information that the Company has previously
made publicly available or which has otherwise entered the public
domain through no fault of the Executive, is confidential
information and is a unique and valuable asset of the Businesses,
access to and knowledge of which will be essential to the
Executive's duties under this Agreement. In consideration of the
payments made to him hereunder, the Executive shall not, except
to the extent reasonably necessary in the performance of his
duties under this Agreement, during the term of his employment
hereunder and thereafter, divulge to any person, firm,
association, corporation or governmental agency, any information
concerning the affairs, business, clients or customers of the
Business (except such information as is required by law to be
divulged to a government agency or pursuant to subpoena or
similar lawful process), or make use of any such information for
his own purposes or for the benefit of any person, firm,
association, company, corporation (except the Businesses) or
entity and shall use his reasonable best efforts to prevent the
disclosure of any such information by others. All records,
memoranda, letters, books,
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papers, reports, customer lists, accountings or other data and
records and documents relating to the Businesses, whether made by
the Executive or otherwise coming into his possession, are
confidential information and are, shall be, and shall remain the
property of the Businesses. No copies thereof shall be made which
are not retained by the Businesses, and the Executive agrees, on
termination of his employment, that he will not retain or make
copies of any such documents relating to the Businesses and, on
demand of the Company, deliver the same to the Company.
(b) All information and all of the Executive's interest in trade
secrets, trademarks, computer programs, customer information,
customer lists, employee lists, products, procedures, copyrights,
patents and developments developed by the Executive as a result
of, or in connection with, his employment hereunder, shall belong
to the Company; and without further compensation, but at the
Company's expense, upon the request of the Company, the Executive
shall execute any and all assignments or other documents and take
any and all such other action as the Company may reasonably
request in order to vest in the Company all of the Executive's
right, title, and interest in and all of the foregoing items,
free and clear of all liens, charges and encumbrances of the
Executive of any kind.
(c) In consideration of the payments made to him hereunder, during
the period commencing on the effective date of the termination of
his employment and ending on the second (2nd) anniversary of such
effective date of termination, or in the case of termination for
any reason during the Trail Period (90) days ending on the first
(1st) anniversary of such effective date of termination
(collectively, such periods to be referred to as the "Restrictive
Period"), the Executive shall not, without the express prior
written approval of the Board, as evidenced by a resolution of
the Board, directly or indirectly, for himself or on behalf of or
in conjunction with, any other person, persons, company,
partnership, corporation or business of whatever nature:
(i) own or hold any proprietary interest in, be employed by or
receive remuneration from, or engage as an officer, director
or in any managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales
representative of, any corporation, company, partnership,
sole proprietorship or other entity engaged in competition
with the Company or any of its subsidiaries or affiliates (a
"Competitor") in the "Territory", other than severance-type
or retirement-type benefits from entities constituting prior
employers of the Executive;
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(ii) solicit for himself or for the account of any
Competitor, any customer or client of the Company or
its subsidiaries or affiliates, or, in the event of
the Executive's termination of his employment, any
entity or individual that was such a customer or
client during the eighteen (18) month period
immediately preceding the Executive's termination of
employment;
(iii) Act on behalf of himself or any Competitor to
interfere with the relationship between the Company or
its subsidiaries or affiliates and their employees,
independent contractors, customers or suppliers;
(iv) Hire an employee of the Company or induce any such
employee to leave the employment of the Company.
For the purposes of this Agreement, "Territory" shall mean
each and every State in the United States or any other
country in which the Businesses conduct business operations.
For the purposes of the preceding paragraphs, (i) the term
proprietary interest means legal or equitable ownership,
whether through shareholding or otherwise, of an equity
interest in a business, firm or entity other than ownership
of less than two (2%) percent of any class of equity
interest in a publicly held business, firm or entity and
(ii) an entity shall be considered to be "engaged in
competition" if such entity is, or is a holding company for,
a company or corporation that directly competes with any
aspect of the business of the Businesses as it is being
conducted by them at the date of termination of employment,
in the Territory, with the phrase " directly competes" to be
interpreted reasonably by the parties so as to protect the
Company against unfair competition without unnecessarily
intruding on the Executive's ability to earn a living in his
area of expertise.
(d) The Executive acknowledges the reasonableness of the
restrictions contained in this Section 9. The Executive
acknowledges that the Company, and its successors and
assigns would be irreparably injured in a manner not
adequately compensated by money damages by a breach or
violation of the provisions of this Section 9 by the
Executive. Therefore, in the event of any such breach or
violation (or threatened breach or violation), in addition
to all other rights and remedies which the Company, whether
at law or in equity, the Company and its successors and
assigns shall be entitled to obtain injunctive or other
equitable relief against the Executive without the need to
post bond or other security in connection therewith and the
Executive hereby consents to the entry of an order for such
injunctive or other equitable relief.
(e) The Executive's agreement as set forth in this Section 9
shall survive the expiration of the Term and the termination
of the Executive's employment with the Company.
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(f) If any court determines that the provisions of this Section
9, or any part thereof, is unenforceable because of the
duration or geographic scope of such provisions, such court
shall have the power to reduce the duration or scope of such
provisions, as the case may be, so that, as so reduced, such
provisions are then enforceable to the maximum extent
permitted by applicable law.
(g) From the date hereof until the end of the Term, the
Executive will disclose to the Company all ideas, inventions
and business plans developed by him during such period which
relate directly or indirectly to the business of the Company
including without limitation, any design, logo, slogan or
campaign or any process, operation, product or improvement
which may be patentable or copyrightable. The Executive
agrees that all patents, licenses, copyrights, tradenames,
trademarks, service marks, campaigns, designs, logos,
slogans and business plans developed or created by the
Executive in the course of his employment hereunder, either
individually or in collaboration with others, will be deemed
works for hire and the sole and absolute property of the
Company. The Executive agrees that, at the Company's
request, he will take all steps to secure the rights thereto
to the Company by patent, copyright or otherwise.
10. Change of Control. In the event of a "change in control" in the
Company, prior to the vesting date for any stock options provided
to the Executive under this Agreement, that adversely impacts
Executive's ability to vest in or to exercise such options, the
company shall either accelerate the vesting date of the options
such that the Executive may exercise them in timely fashion; or
pay to Executive the cash value of the options (fair market value
of shares less exercise price) immediately prior to the date of
the change of control; or make some financial arrangement making
executive whole that is mutually agreeable to the Company and the
Executive. A "change in control" shall be deemed to occur when, a
corporation, partnership, association or entity, directly or
indirectly (through a subsidiary or otherwise), (i) acquires or
is granted the right to acquire, directly or though merger or
similar transaction, a majority of the Company's outstanding
voting securities or shares, or (ii) all or substantially all of
the Company's assets.
In addition, upon a change of control Executive shall have the
option, exercisable in writing within 30 days after the effective
date of the change in control, to terminate the Employment
Agreement and to receive as a severance payment an amount equal
to 18 months base salary. Such severance payment shall be payable
in equal monthly installments or, at the option of the Company,
in a lump sum payment discounted based on the then current prime
rate of interest of Citibank N.A. In addition to his base salary
the Company will pay Executive the cost of continuing medical
insurance for the severance period.
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11. Resolution of Disputes. Any dispute by and among the parties
hereto arising out of or relying to this Agreement, the terms,
conditions or a breach thereof, or the rights or obligations of
the parties with respect thereto, shall be arbitrated in the
[Tarrant County, Texas] before and pursuant to then applicable
commercial rules and regulations of the American Arbitration
Association, or any successor organization. The arbitration
proceedings shall be conducted by a panel of three arbitrators,
one of whom shall be selected by the Company, one by the
Executive (or his legal representative) and the third arbitrator
by the first two chosen. The parties shall use their best efforts
to assure that the selection of the arbitrators shall be
completed within thirty (30) days and the parties shall use their
best efforts to complete the arbitration as quickly as possible.
In such proceeding, the arbitration panel shall determine who is
a substantially prevailing party and shall award to such party
its reasonable attorneys', accounts' and other professionals'
fees and its costs incurred in connection with the proceeding.
The award of the arbitration panel shall be final, binding upon
the parties and nonappealable and may be entered in and enforced
by any court of competent jurisdiction. Such court may add to the
award of the arbitration panel additional reasonable attorneys'
fees and costs incurred by the substantially prevailing party in
attempting to enforce the award.
12. Enforceability. The failure of either party at any time to
require performance by the other party of any provision hereunder
in no way shall affect the right of that party thereafter to
enforce the same, nor shall it affect any other party's right to
enforce the same, or to enforce any of the other provisions of
this Agreement; nor shall the waiver by either party of the
breach of any provision hereof be taken or held to be a waiver of
any subsequent breach of such provision or as a waiver of the
provision itself.
13. Assignment. This Agreement is a personal contract and the
Executive's rights and obligations hereunder may not be sold,
transferred, assigned, pledged or hypothecated by the Executive.
14. Modification. This Agreement cannot be cancelled. changed,
modified, or amended orally, and no cancellation, change,
modification or amendment shall be effective or binding, unless
it is in writing, signed by both parties to this Agreement.
15. Severability: Survival. If any provision of this Agreement is
held to be void and unenforceable by a court of competent
jurisdiction, the remaining provisions of this Agreement
nevertheless shall be binding upon the parties with same effect
as though the void or unenforceable part has been severed and
deleted.
16. Notice. Notices given pursuant to the provisions of this
Agreement shall be sent by certified mail, postage prepaid, or by
overnight courier, or by telex, telecopier or telegraph, charges
prepaid, to the following address:
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To the Company
Corniche Group Incorporated
610 S. Industrial Blvd.,
Suite 220
Euless, Texas 76040
Fax: (817) 283 4365
with a copy to:
Haynes and Boone, LLP
901 Main St., Suite 3100
Dallas, Texas 75202
To the Executive
Mr. David H. Boltz, residing at 3819 Temple Hall Hwy. Granbury
Texas 76049.
17. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
18. No Conflict. The Executive represents and warrants that he is not
subject to any agreement, instrument, judgement order or decree
of any kind, or any other restrictive agreement of any character,
which would prevent him from entering into this Agreement or
which would be breached by the Executive upon his performance of
his duties pursuant to this Agreement.
19. Entire Agreement. This Agreement represents the entire agreement
between the Company and the Executive with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties have set their hands and seals on and as of the
day and year first written above.
CORNICHE GROUP INCORPORATED
/s/ ROBERT F. BENOIT
----------------------
Robert F. Benoit
Chief Executive Officer
EXECUTIVE
/s/ DAVID H. BOLTZ
----------------------
David H. Boltz
Vice President CIO
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EXHIBIT A
CORNICHE GROUP INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of June 26th, 2000, by and between Corniche Group
Incorporated, a Delaware corporation with its principal place of business at 610
S. Industrial Blvd., Suite 220, Euless, Texas 76040 (the "Company"), and the
undersigned (the "Optionee").
WITNESSETH:
WHEREAS, the Company considers it desirable and in its best interests
that the Optionee be encouraged to acquire an ownership interest in the Company,
and thereby have an added incentive to advance the interests of the Company, by
the grant of an option to purchase shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), on the terms and conditions
hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. GRANT OF OPTION.
The Company hereby grants to the Optionee, the right, privilege and
option (the "Option") to purchase 100,000 shares of the Company's Common Stock
(the "Shares") at the exercise prices $1.94 and on the vesting terms ("Vesting
Terms") set forth in Appendix A. Such number of Shares issuable upon exercise of
the Option shall be subject to adjustment as provided in Section 7 below.
2. TIME OF EXERCISE OF OPTION.
Subject to the provisions of Section 4 below, the Option shall vest as
provided in Appendix A, provided, however, that upon a Change in Control of the
Company (as defined in the Employment Agreement between the Company and the
Optionee dated June 26th, 2000), the Option shall be immediately exercisable.
To the extent the Option is not exercised by the Optionee when it becomes
exercisable, it shall continue in full force and effect until the Expiration
Date (as hereinafter defined).
3. METHOD OF EXERCISE.
The Option shall be exercised by written notice in the form of Appendix
B hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the number of Shares being purchased, or
(ii) certificate(s), duly endorsed for transfer to the
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Company with signature guaranteed, for that number of previously acquired Shares
having an aggregate fair market value as determined in accordance with the Plan
("Fair Market Value"), on the date of exercise equal to the full Purchase Price
for the number of Shares being purchased, or (iii) a combination of (i) and
(ii).
The Option shall not be exercisable at any time in an amount less than
100 Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).
4. TERM OF OPTIONS; EXERCISABILITY.
(i) This Option shall expire 5 years from the date hereof of this
Agreement (the "Expiration Date"), subject to earlier termination as herein
provided.
(ii) Except as otherwise provided in this Section 4, if the Optionee's
employment by the Company is terminated for any reason, the Option shall
terminate on the earlier of (i) three months after the date the Optionee's
employment is terminated, or (ii) the date on which the Option expires by its
terms.
(iii) If the Optionee's employment by, of, or to, the Company is
terminated by the Company for cause (as such term is defined in his employment
agreement), the Option will to the extent not terminated be deemed to have
terminated on the date immediately preceding the date the Optionee's employment
by, or retention as an agent, director of, or consultant to, the Company is
terminated by the Company and its subsidiaries.
(iv) If the Optionee's employment by the Company is terminated because
of disability or death, the Option shall terminate on the earlier of (i) one
year after termination, or (ii) the date on which the Option expires by its
terms.
5. NON-TRANSFERABILITY.
The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
6. REPRESENTATION LETTER AND INVESTMENT LEGEND.
(a) Notwithstanding the provisions of Sections 3 and 4 hereof, the
Option cannot be exercised, and the Company may delay the issuance of the Shares
covered by the exercise of the Option and the delivery of a certificate for the
Shares, until one of the following conditions shall be satisfied:
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(i) The Shares with respect to which the Option has been exercised are
at the time of the issuance of the Shares effectively registered or qualified
under applicable federal and state securities acts now in force or as hereafter
amended; or
(ii) Counsel for the Company shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that the issuance of the
Shares is exempt from registration and qualification under applicable federal
and state securities acts now in force or as hereafter amended.
(b) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Optionee shall give a written representation
to the Company in the form attached hereto as Exhibit A and the Company shall
place an "investment legend," so-called, as described in Exhibit A, upon any
certificate for the Shares issued by reason of such exercise. In the event that
the Company shall, nevertheless, deem it necessary or desirable to register
under the 1933 Act or other applicable statutes the Shares with respect to which
the Option shall have been exercised, or to qualify the Shares for exemption
from the 1933 Act or other applicable statutes, then the Company may take such
action and may require from the Optionee such information in writing for use in
any registration statement, supplementary registration statement, prospectus,
preliminary prospectus, offering circular or any other document that is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
(c) The Company shall be under no obligation to qualify the Shares or
to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
the Shares or to cause the issuance of the Shares to be exempt from registration
and qualification under applicable federal and state securities acts now in
force or as hereinafter amended, except as otherwise agreed to by the Company in
writing in its sole discretion and, accordingly, the Company may delay the
issuance of the Shares covered by the exercise of the Option and the delivery of
a certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.
7. ADJUSTMENT IN AND CHANGES IN COMMON STOCK.
Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to which the Option or portion thereof then unexercised shall be
exercisable. Such adjustment in
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the Option shall be made without change in the total price applicable to the
unexercised portion of such the Option and with a corresponding adjustment in
the Option price per share.
8. EFFECT ON OTHER RIGHTS.
This Agreement shall in no way affect the Optionee's participation in
or benefits under any other plan or benefit program maintained or provided by
the Company. Nothing in this Agreement shall be construed to give the Optionee
any right to any additional options other than in the sole discretion of the
Board of Directors of the Company or to confer on the Optionee any right to
continue in the employ of the Company or any subsidiary thereof or to continue
to be retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be terminated entirely.
9. RIGHTS AS A STOCKHOLDER.
The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.
10. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
11. WITHHOLDING TAXES.
Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, if any, prior to the delivery of any certificate or certificates
for such Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
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12. HEADINGS.
The headings contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement.
13. BINDING EFFECT.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
CORNICHE GROUP INCORPORATED.
By: /s/ /s/ ROBERT F. BENOIT
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Title: Chief Executive Officer
/s/ DAVID H. BOLTZ
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OPTIONEE
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APPENDIX A
TO STOCK OPTION AGREEMENT
OPTIONS GRANTED AND VESTING PERIOD:
Set forth below are the options granted to the Optionee and the vesting schedule
with respect thereto.
Number of Shares Option Price Vesting Date
- ---------------- ------------ ------------
50,000 $1.94 6/26/01
25,000 $1.94 6/26/02
25,000 $1.94 6/26/03
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EXHIBIT B
TO STOCK OPTION AGREEMENT
Date:______________________
Corniche Group Incorporated
610 S. Industrial
Suite 220
Euless, Texas 76040
Ladies and Gentlemen:
I hereby elect to purchase _______ shares of the Common Stock, par
value $.00001 per share, of Corniche Group Incorporated (the "Company") under
the option granted to me pursuant to the Stock Option Agreement, dated
June 26th, 2000.
Enclosed is [cash] [a check] in the amount of $______.___ [______
shares of the Company's Common Stock] in full payment of the shares being
purchased ($________ per share).
Please deliver certificates representing the shares being purchased to
me at:
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I hereby acknowledge that I have been informed as follows:
1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the 1933
Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms and conditions provided by that
Rule, and in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will be required.
3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the 1933 Act.
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4. The availability of Rule 144, if applicable, is dependent upon
adequate current public information with respect to the Company being available
and, at the time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge, transfer or otherwise
dispose of such shares in the absence of an effective registration statement
covering the same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the 1933 Act. In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:
"The shares of common stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended (the
"Act"), and were acquired by the registered holder, pursuant to a
representation and warranty that such holder was acquiring such shares
for his or her own account and for investment, with no intention to
transfer or dispose of the same, in violation of the registration
requirements of the Act. These shares may not be sold, pledged,
transferred or otherwise disposed of in the absence of an effective
registration statement under the Act, or an opinion of counsel, which
opinion is reasonably satisfactory to counsel to the Company, to the
effect that registration is not required under the Act."
I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the legend
remains on the certificates representing the shares.
Very truly yours,
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Optionee:
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