CERTIFICATE 1997 NQ2
OPTION TO PURCHASE COMMON SHARES OF DIGITEC 2000, INC., A NEVADA
CORPORATION
VOID AFTER ___________________, AS PROVIDED FOR HEREIN.
OPTIONEE: ______________
EFFECTIVE DATE: April 25,1997
NUMBER OF SHARES: ____________
DIGITEC 2000, INC., A NEVADA CORPORATION, FORMERLY KNOWN AS PROMO
TEL, INC. (the "Company") intending to be legally bound, hereby grants to the
Optionee named above an option (the "Option") to purchase all or any part of an
aggregate of ________ Common Shares, .01 par value ("Option Shares") of the
Company.
1. Exercise Price. The Option shares may be purchased pursuant to this Option at
a price of $_________ per share, subject to adjustment as set forth below.
2. Vesting. You may exercise all or any portion of the Option shares effective
April 25, 1997.
3. Exercise Procedure. To exercise this Option, or any part, the Optionee shall:
(a) surrender this Option Certificate to the Company at its principal office;
(b) deliver a notice (the "Exercise Notice") specifying the number of Option
Shares to be purchased;
(c) pay the full exercise price for the Option Shares to be purchased by
certified or bank cashier's check made payable to the Company or other form of
payment acceptable to the Company; and
(d) furnish to the Company such other instruments or documents as it or its
legal counsel may reasonably require.
If less than all the Option Shares are purchased, the Company will issue, in
addition to the Option Shares, a certificate evidencing the number of Option
Shares still covered by this Option, or shall mark a notation on this Option
Certificate setting forth the number of Option Shares remaining unexercised.
4. Changes in Capitalization. If, prior to the exercise of this Option, the
outstanding shares of the capital stock of the Company shall be changed in
number or class or exchanged for a different number or kind of shares of stock
or other different number or kind of shares of stock or other securities of the
Company, whether by reason of recapitalization, reclassification,
reorganization,
combination or split-up of shares or payment of a stock dividend or other
similar change in capitalization, affected without receipt of any consideration
by the Company, the remaining number of Option Shares and the purchase price
shall be adjusted in a manner determined by the Board of Directors of the
Company so that the adjusted number of Option Shares and the adjusted purchase
price shall be the substantial equivalent of the remaining number of Option
Shares and the purchase price prior to the change.
5. Restrictions on Transfer. The Option is not transferable other than by will
or the laws of descent and distribution and shall be exercisable during the
Optionee's lifetime only by him or her. Optionee shall have no rights as a
stockholder until payment of the option price and issuance of Option Shares.
6. Expiration. The Option expires at 5:00 P.M. Eastern Time on _______________
("Expiration Date"). In the event that Optionee dies during the term of the
Option, Optionee's personal representatives may exercise any unexercised Options
(without regard to vesting), within one (1) year of Optionee's death. In the
event that Optionee's employment with the Company is terminated by the Company
as a result of a disability, Optionee may exercise any unexercised Options
vested at the time of any such termination for a period of one (1) year after
any such termination. In the event that Optionee's employment is terminated for
any other reason (except for cause as defined in that certain Employment
Agreement between Option and the Company dated effective May 1, 1997), all
outstanding unexercised options vested at the time of termination shall expire
ninety (90) days after such termination. In the event of termination for cause,
all outstanding unexercised options shall immediately expire on such
termination.
7. Securities' Law. Optionee acknowledges that the Option Shares to be issued
pursuant to this Option are not presently registered under the Securities Act of
1933, as amended, and that the Company has no obligation to register the Option
Shares. The Optionee will comply with all applicable resale restrictions and
agrees not to transfer any Option Shares unless such transfer in the opinion of
counsel acceptable to the Company complies in all respects with applicable
federal and state securities' laws. Certificates issued for the Option Shares
shall bear legends which the Company deems appropriate.
8. No Right to Employment. Executive acknowledges and agrees that the granting
of this Option by itself does not create or imply any obligation of the Company
to employ Executive for any period of time.
9. Authority. The Company represents and warrants to Optionee that it has taken,
or will take, any and all necessary acts so that the Option is a valid and
binding obligation of the Company.
10. Administration. The Board will have the authority and discretion to
interpret the Option to make any determinations that it deems necessary or
advisable for the administration of the Option and to correct any defect or
omission or reconcile any inconsistency in the Option in the manner and to the
extent the Board deems necessary or advisable.
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11. Governing Law. The formation, construction, and performance of this Option
Certificate shall be construed in accordance with the laws of the State of New
York, without regard to principles of conflicts of law, and any action relating
to this Option Certificate shall be brought exclusively in the state or federal
courts of the State of New York.
DIGITEC 2000, INC.
BY: /s/ Frank Magliato
---------------------------------
TITLE: President
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DATE:_______________________________
ACCEPTED AND AGREED TO BY:
____________________________________
DATE:_______________________________
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