EXHIBIT 10.1
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DOBLIQUE, INC.
2003 STOCK OPTION PLAN
1. Establishment of Plan
This Plan is hereby established on the terms and conditions hereinafter set
forth.
2. Purpose of Plan
The purpose of this Plan is to advance the interests of the Corporation by
encouraging Senior Management, Executive Management and any other person
determined by the Committee to have made a valuable contribution to the
Corporation to acquire Shares, thereby (i) increasing the proprietary interests
of such persons in the Corporation, (ii) aligning the interests of such persons
with the interests of the Corporation's shareholders generally, (iii)
encouraging such persons to remain associated with the Corporation and (iv)
furnishing such persons with an additional incentive in their efforts on behalf
of the Corporation.
3. Definitions
For the purposes of this Plan, the following terms have the following meanings:
(a) "Board" means the Board of Directors of the Corporation;
(b) "Business Day" means a day other than a Saturday, a Sunday or
another day on which the banks are closed in New York, New
York.
(c) "Change of Control" has the meaning given thereto in Section
12;
(d) "Code" shall mean the U.S. Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee, being a
committee appointed by the Board and consisting of not fewer
than two members of the Board, with each member of the
Committee serving at the pleasure of the Board, or, if there
is no Compensation Committee, the Committee shall mean the
full Board of Directors;
(f) "Corporation" means Doblique, Inc.;
(g) "Directors" means directors of the Corporation;
(h) "Discretion" means, with respect to the Committee, the sole,
absolute and unfettered discretion of the Committee;
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(i) "Executive Management" means the positions in the Corporation
identified in Schedule 1 attached hereto, as same may be
amended by the Committee in its Discretion, from time to time;
(j) "Exercise Price" means the price at which Shares may be
acquired on the exercise of an Option;
(k) "Fair Market Value" per share of Common Stock on any relevant
date shall be determined in accordance with the following
provisions:
If the Common Stock is at the time traded on any recognized
trading market, then the Fair market Value shall be the
closing selling price per share of Common Stock on the date in
question, as such price is reported by such market. It there
is no closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such
quotation exists.
(l) "Incentive Option" shall mean an option which satisfies the
requirements of Code Section 422.
(m) "Non-qualified Option" or "Non-statutory Option" shall mean an
option not intended to satisfy the requirements of Code
Section 422.
(n) "Options" means the options granted hereunder to Participants
to purchase the Shares;
(o) "Parent" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with
the Corporation, provided each corporation in the unbroken
chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one
of the other corporations in such chain.
(p) "Participant" has the meaning given thereto in Section 7;
(q) "Plan" means this stock option plan pursuant to which Options
may be granted to the Senior Management, Executive Management
and any other person determined by the Committee to have made
a valuable contribution to the Corporation;
(r) "Senior Management" means the positions in the Corporation
identified in Schedule 2 attached hereto, as same may be
amended by the Committee in its Discretion, from time to time;
(s) "Service" shall mean the performance of services for the
Corporation by a person in the capacity of a non-employee
member of the board of directors, or a consultant, or
independent advisor, or any other person determined by the
Committee to have made a valuable contribution to the
Corporation.
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(t) "Shares" means Common Shares, or such other shares as may be
substituted therefor, in the capital of the Corporation, and
shall be deemed to include any other securities of the
Corporation that may be acquired by a Participant on the
exercise of an Option, the terms of which have been modified
in accordance with Section 16;
(u) "10% Stockholder" shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent
(10%) of the total combined voting power of all classes of
stock of the Corporation (or any Parent or Subsidiary).
4. Administration of Plan
(a) This Plan shall be administered by the Committee. The
Committee shall select one of its members as its Chairman and
shall hold its meetings at such time and place as it shall
deem advisable. A majority of the members of the Committee
shall constitute a quorum, and all actions of the Committee
shall be taken by a majority of the members present at any
meeting. Any action of the Committee may be taken by an
instrument or instruments in writing signed by all the members
of the Committee, and any action so taken shall be as
effective as if it had been passed by a majority of the votes
cast by the members of the Committee present at a meeting of
such members duly called and held.
(b) Subject to the terms and conditions set forth herein, the
Committee is authorized to provide for the granting, exercise
and method of exercise of the Options, all on such terms
(which may vary between Options granted from time to time) as
it shall determine. In addition, the Committee shall have the
authority to (i) construe and interpret this Plan and all
option agreements entered into hereunder, (ii) prescribe,
amend and rescind rules and regulations relating to this Plan,
and (iii) make all other determinations necessary or advisable
for the administration of this Plan.
(c) All determinations and interpretations made by the Committee
shall be final and binding on all Participants and on their
legal personal representatives and beneficiaries.
(d) Notwithstanding anything else herein, the Committee has
ultimate decision-making authority in respect of this Plan,
and each decision made by the Committee shall be recommended
to the Committee and the Committee may, in its Discretion,
approve, not approve, or revise such decision.
5. Shares Subject to Plan
(a) Subject to Section 16 below, the Shares that may be acquired
by Participants under this Plan shall consist of authorized
but unissued Shares.
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(b) The aggregate number of Shares reserved for issuance under
this Plan or any other stock option plan of the Corporation
shall not exceed five million (5,000,000) shares.
6. Maintenance of Sufficient Capital
The Corporation shall at all times during the term of this Plan ensure that the
number of Shares it is authorized to issue shall be sufficient to satisfy the
requirements of this Plan.
7. Eligibility and Participation
(a) The Committee may, in its Discretion, select any of the
following persons to participate in the Plan:
(i) Senior Management;
(ii) Executive Management;
(iii) Other person determined by the Committee to have made
a valuable contribution to the Corporation.
(any such person being herein referred to as a "Participant").
(b) Notwithstanding the foregoing, the Committee shall in no event
be obligated to grant any minimum number of Options to any
Participant.
(c) Each grant of Options shall be subject to, and upon, such
terms, conditions and limitations as the Committee may
determine, including the terms, conditions and limitations set
forth herein.
(d) Options shall be evidenced by an agreement, signed on behalf
of the Corporation and by the person to whom an Option is
granted, which agreement shall be in the form attached hereto
as Schedule 3, or such other form as the Committee shall, from
time to time, approve.
8. Incentive Options
The terms specified in this section 8, shall be applicable to Incentive Options.
(a) Incentive Options may only be granted to eligible
Participants.
(b) The exercise price per share for each Incentive Option shall
not be less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the grant date of that
Incentive Option.
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(c) If any Employee to whom an Incentive Option is granted is a
10% Stockholder, then the exercise price per share shall not
be less than one hundred and ten percent (110%) of the Fair
Market Value per share of Common Stock on the option grant
date, and the option term shall not exceed five (5) years
measured from the option grant date.
9. Non-qualified (non-statutory) Options
The terms specified in this Section 9 shall be applicable to Non-qualified
Options.
(a) Non-qualified Options may be granted as an alternative to
Incentive Stock Options for eligible Participants who may find
them to be more attractive.
(b) The exercise price per share for each Non-qualified Option can
be less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the grant date of that
Non-qualified Option, to be determined at the discretion of
the Board.
10. Number of Optioned Shares
Unless otherwise determined by the Committee at the time the Option is granted,
each Option entitles the holder of that Option to one Share.
11. Termination of Options
Any Option granted herein shall, unless otherwise determined by the Committee or
specified in this Plan, terminate on the earliest occurrence of any of the
following:
(a) The expiry of the tenth anniversary from the date on which the
Option was granted (unless a 10% Stockholder in which case it
is five years);
(b) The 90th day following the date on which the Participant is no
longer an officer or employee of the Corporation or any of its
Affiliates or Associates, regardless of the circumstances that
lead to the Participant no longer holding any such position;
or, for a person in the capacity of a non-employee Participant
determined by the Committee to have made a valuable
contribution to the Corporation, the 90th day following the
date on which their Service ceased (either by end of their
contract or as deemed by the Committee) for any reason
whatsoever;
(c) The date on which any of the following events occurs to a
Participant:
(i) he dies;
(ii) he is petitioned into bankruptcy or makes an
assignment for the benefit of his creditors;
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(iii) he is judged insane or incompetent to handle his own
affairs by a court of competent jurisdiction;
(iv) he is declared a dependant adult within the meaning
of applicable dependent adult or other similar
legislation;
(v) an order is made by a court of competent jurisdiction
pursuant to matrimonial property or other similar
legislation having the effect of removing the
Participant's independent control over the exercise
of the Options; or
(vi) his Options are seized or attached in any way for the
payment of any judgment or order; and
(d) One year following the date on which a Change of Control
occurs.
12. Vesting of Options
The Committee may specify that Options shall vest over a period of time
determined by the Committee, and the terms of any such vesting may vary among
different Participants.
Notwithstanding anything else herein, each Option will vest completely on the
date the Corporation provides the Participant with notice that any shareholder
or shareholders of the Corporation holding at least a majority of the
outstanding issued Shares has agreed to transfer or sell such shareholder's or
shareholders' Shares constituting such controlling interst to a bona fide third
party purchaser acting at arm's length to such shareholder or shareholders
(`Change of Control').
13. Method of Exercising Options
(a) Each Option may be exercised in whole or in part and, where a
vesting limitation has been imposed at the time of grant, at
any time after the vesting, but prior to the expiry or
termination, of the Option.
(b) Any Participant wishing to exercise an Option shall deliver to
the Corporation, at its principal office in Miami, Florida:
(i) a written notice expressing the intention of such
Participant to exercise the Participant's Option and
specifying the number of Shares in respect of which
the Option is exercised; and
(ii) pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:
(A) a cash payment, check or bank draft made
payable to the Corporation; or
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(B) shares of Common Stock held by Participant
for the requisite period necessary to avoid
a charge to the Corporation's earnings for
financial reporting purposes and valued at
Fair Market Value on the Exercise Date; or
(C) through a special sale and remittance
procedure pursuant to which Participant
shall concurrently provide irrevocable
instructions (I) to a Corporation-designated
brokerage firm to effect the immediate sale
of the purchased shares and remit to the
Corporation, out of the sale proceeds
available on the settlement date, sufficient
funds to cover the aggregated Exercise Price
payable for the purchased shares plus all
applicable Federal, State and local income
and employment taxes required to be withheld
by the Corporation by reason of such
exercise and (II) to the Corporation to
deliver the certificates for the purchased
shares directly to such brokerage firm in
order to complete the sale.
(iii) except to the extent the sale and remittance
procedure is utilized in connection with the option
exercise, payment of the Exercise Price must
accompany the written notice delivered to the
Corporation in connection with the option exercise.
(c) A Participant may, following the exercise of an Option as
hereinbefore described, submit a written request to the
Corporation, requesting that a share certificate be issued in
the Participant's name representing the aggregate number of
fully paid and non-assessable Shares that were the subject of
the exercise. Within a reasonable time following receipt of
such request, the Corporation shall use commercially
reasonable efforts to deliver, or cause the registrar and
transfer agent of the Shares to deliver, such share
certificate to such Participant.
14. Rights of Participants
(a) No Participant shall have any of the rights or privileges of a
shareholder of the Corporation in respect of any Shares
issuable upon exercise of such Option until all of the
requirements set forth in Section 13(c) have been satisfied
and all checks and bank drafts have completely cleared so that
Corporation has been duly paid.
(b) Neither the selection of any person as a Participant nor the
granting of an Option to any Participant shall (i) confer upon
such Participant any right to continue as an officer, or
employee of the Corporation or in the Service of the
Corporation, or (ii) be construed as a guarantee that the
Participant will continue as an officer, or employee of the
Corporation, or in the Service of the Corporation.
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15. Proceeds from Exercise of Options
Proceeds generated by the sale of any Shares in connection with the exercise of
an Option shall be added to the general funds of the Corporation and shall
thereafter be used from time to time for such corporate purposes as the Board of
Directors may, in its Discretion, determine and direct.
16. Adjustments
(a) If the outstanding Shares of the Corporation are subdivided or
consolidated, the number of Shares subject to this Plan shall
be increased or decreased proportionately. In such event,
corresponding adjustments shall be made to the number of
Shares deliverable on the exercise of any Option granted prior
to such event and to the price for each Share that is the
subject of the unexercised portion of the Option (although
there shall be no change to the aggregate price payable for
such Shares). If the Corporation is reorganized, or merged,
consolidated or amalgamated with another corporation, and the
options are continued by the surviving company, the Committee
shall make appropriate provisions for the continuance of the
Options then outstanding and to prevent their dilution or
enlargement.
(b) The Committee shall determine all adjustments to be made under
this Section 16, and the Committee's determination in that
regard shall be final and binding. No fractional Shares shall
be issued under this Plan on any such adjustment.
17. Transferability
All Options shall be personal to the Participant. No Options shall be assigned
or otherwise transferred by the Participant except to a trust governed by a
Registered Retirement Savings Plan, 401(k), Pension Plan or similar plan, of
which the Participant is the sole beneficiary.
18. Amendment and Termination of Plan
The Committee may, at any time, subject to any required regulatory approval,
suspend or terminate this Plan, or amend or revise the terms thereof, provided
that no amendment or revision shall alter the terms of any Options theretofore
granted.
19. Necessary Approvals
The obligation of the Corporation to issue and deliver Shares in accordance with
this Plan is subject to applicable securities legislation and to the receipt of
Shareholder and all other approvals that may be required from any regulatory
authority or stock exchange having jurisdiction over the securities of the
Corporation. If Shares cannot be issued to a Participant on the exercise of an
Option for any reason whatsoever, the Corporation's obligation to issue the
Shares that are the subject of such Option shall terminate. The Corporation
will, as soon as reasonably practicable thereafter, return to the exercising
Participant any funds paid by such Participant to the Corporation in connection
with such Option.
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20. Right to Issue Other Shares
The Corporation shall not by virtue of this Plan be in any way restricted from
declaring and paying dividends, issuing further Shares, varying or amending its
share capital or corporate structure, or conducting its business in any way
whatsoever.
21. Non-Exercise or Expiry of Options
If any Option shall expire or terminate for any reason without having been
exercised in full, or if any Option is not exercised in accordance with the
terms of the Plan, the Shares reserved for issuance pursuant to such Option
shall revert to the Plan and shall be available to be the subject of other
Options or for any other purpose the Committee may determine.
22. Notice
(a) Unless otherwise specified herein or otherwise agreed by the
parties in writing, all notices, requests and demands required
to be given under or pursuant to this Plan shall be in writing
and delivered by postage-paid mail, personally, by prepaid
courier, by fax or by other electronic means, addressed to the
appropriate party as follows:
(i) if to the Corporation, to:
801 Brickell, 9th Floor, Miami, Florida 33131.
Attention: V.P. Finance
Fax: (305) 372-0189
Electronic mail: rima.goldshmidt@doblique.com
(ii) if to a Participant, to such Participant at his
address as it appears on the books of the Corporation
or, if the address of such Participant does not so
appear, to the last known address of such Participant
held by the Corporation; and
(iii) if to any other person, to the last known address of
such person held by the Corporation.
(b) Subject to Section 22c), a notice shall be deemed to have been
given:
(i) if delivered by mail, seventy-two (72) hours after
the mailing thereof, Saturdays, Sundays and statutory
holidays excepted, provided that if there shall be,
prior to the time of mailing or the actual receipt of
a notice, a threatened or actual postal strike or
other interruption that might affect the delivery of
the notice by mail, then such notice shall be
delivered personally, by prepaid courier, by fax or
by other electronic means;
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(ii) if delivered either personally or by prepaid courier
on a Business Day, on that Business Day;
(iii) if delivered either personally or by prepaid courier
on a day that is not a Business Day, on the next
Business Day;
(iv) if sent by fax or other electronic means on a
Business Day and the sending party obtains
confirmation that the notice has been successfully
transmitted before 2:00 p.m. (recipient's time) on
that Business Day, on that Business Day;
(v) if sent by fax or other electronic means on a
Business Day and the sending party obtains
confirmation that the notice has been successfully
transmitted, but that some or all of the pages of the
notice were transmitted after 2:00 p.m. (time of the
recipient), on the next Business Day;
(vi) if sent by fax or other electronic means on a day
that is not a Business Day and the sending party
obtains confirmation that the notice has been
successfully transmitted, then on the next Business
Day.
(c) If a notice is sent by fax or other electronic means and,
before the time at which the notice would be deemed to have
been given under Section 22(b), the receiving party informs
the sending party that the notice has been received in a form
that is unclear in a material respect, the giving of that
notice is ineffective and the sending party shall be
responsible for sending another notice.
(d) Any party may, from time to time, give notice of a change in
its address, contact person, fax number or other electronic
address by notice as provided herein and, in that event, such
information shall be deemed changed accordingly.
(e) No party shall prevent, hinder or delay or attempt to prevent,
hinder or delay the service on that party of a notice to be
provided under or pursuant to this Plan.
23. Currency
All references to money or dollar amounts herein shall be references to United
States of America currency, unless otherwise specifically provided for herein.
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24. Interpretation
This Plan will be governed by and construed in accordance with the laws of
Nevada and the laws of the United States of America applicable therein.
Dated effective the 1st day of May, 2003.
DOBLIQUE, INC.
Per: /s/ Jack Kachkar, Chairman
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Schedule 1
Executive Management
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Chief Executive Officer
President
Chief Operating Officer
Executive Vice Presidents
Chief Financial Officer
Schedule 2
Senior Management
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Senior Vice Presidents
Vice Presidents
Schedule 3
STOCK OPTION AGREEMENT
This Agreement dated effective the _____ day of ____________, 200__
BETWEEN:
DOBLIQUE, INC., a corporation incorporated under the laws of the State of Nevada
(the "Corporation")
- and -
_____________, of the City of
___________, in the State/Province of___________
(the "Participant")
WHEREAS:
A. The Corporation has implemented a stock option plan (the "Plan");
B. The Participant is a member of Senior Management/Executive
Management/Other person determined by the Committee to have made a
valuable contribution to the Corporation;
C. The Participant has been designated by the Committee as eligible to
participate in the Plan; and
D. The Corporation wishes to grant to the Participant an option to
purchase Shares in accordance with the terms of the Plan.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual
premises and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:
1. Except as otherwise defined herein, each capitalized term used herein
shall have the meaning given thereto in the Plan.
2. The Corporation hereby grants to the Participant an irrevocable
[incentive / non-qualified] option (the "Option") to purchase all or
any part of ____ Shares at a price of $______ per Share, subject to the
terms and conditions set forth herein.
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3. The Option will expire and terminate on the date that occurs (the
"Option Expiry Date") on the earlier of:
(a) The expiry of the tenth anniversary from the date on which the
Option was granted;
(b) The 90th day following the date on which the Participant is no
longer an officer or employee of the Corporation or any of its
Affiliates or Associates, regardless of the circumstances that
lead to the Participant no longer holding any such position;
or, for a person in the capacity of a non-employee Participant
determined by the Committee to have made a valuable
contribution to the Corporation, the 90th day following the
date on which their Service ceased (either by end of their
contract or as deemed by the Committee) for any reason
whatsoever;
(c) The date on which any of the following events occurs to the
Participant:
(i) he dies;
(ii) he is petitioned into bankruptcy or makes an
assignment for the benefit of his creditors;
(iii) he is judged insane or incompetent to handle his own
affairs by a court of competent jurisdiction;
(iv) he is declared a dependant adult within the meaning
of applicable dependent adult or other similar
legislation;
(v) an order is made by a court of competent jurisdiction
pursuant to matrimonial property or other similar
legislation having the effect of removing the
Participant's independent control over the exercise
of the Option; or
(vi) his Option is seized or attached in any way for the
payment of any judgment or order; and
(d) One year following the date on which a Change of Control
occurs.
4. The Option shall vest as per the following schedule: [insert].
Notwithstanding anything else herein, each Option will vest completely
on the date the Corporation provides the Participant with notice of a
Change of Control.
5. If the Participant wishes to exercise the Option, he shall deliver to
the Corporation, at its principal office at 801 Brickell, 9th Floor,
Miami, Florida 33131.
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Attention: V.P. Finance
Fax: (305) 372-0189
Electronic mail: rima.goldshmidt@doblique.com
(a) Any Participant wishing to exercise an Option shall deliver to
the Corporation, at its principal office in Miami, Florida:
(i) a written notice expressing the intention of such
Participant to exercise the Participant's Option and
specifying the number of Shares in respect of which
the Option is exercised; and
(ii) pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:
(A) a cash payment, check or bank draft made
payable to the Corporation; or
(B) shares of Common Stock held by Participant
for the requisite period necessary to avoid
a charge to the Corporation's earnings for
financial reporting purposes and valued at
Fair Market Value on the Exercise Date; or
(C) through a special sale and remittance
procedure pursuant to which Participant
shall concurrently provide irrevocable
instructions (I) to a Corporation-designated
brokerage firm to effect the immediate sale
of the purchased shares and remit to the
Corporation, out of the sale proceeds
available on the settlement date, sufficient
funds to cover the aggregated Exercise Price
payable for the purchased shares plus all
applicable Federal, State and local income
and employment taxes required to be withheld
by the Corporation by reason of such
exercise and (II) to the Corporation to
deliver the certificates for the purchased
shares directly to such brokerage firm in
order to complete the sale.
(iii) except to the extent the sale and remittance
procedure is utilized in connection with the option
exercise, payment of the Exercise Price must
accompany the written notice delivered to the
Corporation in connection with the option exercise.
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(b) A Participant may, following the exercise of an Option as
hereinbefore described, submit a written request to the
Corporation, requesting that a share certificate be issued in
the Participant's name representing the aggregate number of
fully paid and non-assessable Shares that were the subject of
the exercise. Within a reasonable time following receipt of
such request, the Corporation shall use commercially
reasonable efforts to deliver, or cause the registrar and
transfer agent of the Shares to deliver, such share
certificate to such Participant.
6. The Participant acknowledges and agrees that neither the selection of
the Participant under the Plan nor the granting of the Option hereunder
shall (i) confer upon the Participant any right to continue as an
officer, or employee of the Corporation, or in the Service of the
Corporation as the case may be, or (ii) be construed as a guarantee
that the Participant will continue as an officer, or employee of the
Corporation, or in the Service of the Corporation as the case may be.
The Participant further acknowledges and agrees that this Agreement and
the Option granted hereby shall in no way constitute the basis for a
claim for damages by the Participant against the Corporation in the
event of the termination of the employment or Service of the
Participant with the Corporation for any reason whatsoever, including,
without limitation, the Participant's wrongful dismissal, and the
Participant hereby releases and forever discharges the Corporation from
all claims and rights of action for damages whatsoever based upon or
arising out of this Agreement and the cancellation of the Option
granted hereunder as a result of such termination.
7. The Participant shall not have any of the rights or privileges of a
shareholder of the Corporation in respect of any Shares issuable upon
exercise of the Option until all of the requirements set forth in
Section 5 have been satisfied and all checks and bank drafts cleared so
that Corporation has been duly paid.
8. The number of Shares deliverable upon the exercise of the Option shall
be increased or decreased proportionately in the event of the
subdivision or consolidation of the outstanding Shares of the
Corporation prior to the Option Expiry Date, without any change in the
total price applicable to the unexercised portion of the Option, but
with a corresponding adjustment in the price for each Share covered by
the Option. If the Corporation is reorganized, or merged or
consolidated or amalgamated with another corporation, and the options
are continued by the surviving company, the Committee shall make
appropriate provisions for the continuance of the Option and to prevent
its dilution or enlargement. Adjustments under this Section 8 shall be
made by the Committee of the Corporation, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive. No fractional Shares shall be issued on any
such adjustment.
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9. The Option and all benefits and rights accruing to the Participant
hereunder shall not be transferred or assigned by the Participant
except to a trust governed by a Registered Retirement Savings Plan,
401(k), Pension Plan or similar plan, of which the Participant is the
sole beneficiary. During the lifetime of the Participant the Option may
only be exercised by the Participant as herein provided, and in the
event of the death of the Participant, the Option shall terminate as
provided in Section 3.
10. The Participant acknowledges and agrees that the Committee may, at any
time, suspend or terminate the Plan. The Committee may also at any time
amend or revise the terms of the Plan, provided that, subject to
Section 10 hereof, no such amendment or revision shall alter the terms
of the Option.
11. The obligation of the Corporation to issue and deliver the Shares on
the exercise of the Option in accordance with the terms and conditions
of this Agreement is subject to applicable securities legislation and
to the receipt of Shareholder and all other approvals that may be
required from any regulatory authority or stock exchange having
jurisdiction over the securities of the Corporation. If Shares cannot
be issued to the Participant upon the exercise of the Option for any
reason whatsoever, the obligation of the Corporation to issue such
Shares shall terminate. The Corporation will, as soon as reasonably
practicable thereafter, return to the Participant any funds paid by the
Participant to the Corporation in connection with the Option.
12. The Participant acknowledges to have read and understood the Plan and
the Participant and the Corporation agree that all provisions thereof
apply to the parties hereto and to this Agreement with the same effect
as if such provisions were set out in this Agreement.
13. Time shall be of the essence in respect of this Agreement.
14. This Agreement shall be governed by and construed in accordance with
the laws of Nevada and the laws of the United States of America
applicable therein.
15. Investment Intent. The Participant hereby represents and warrants as
follows:
(a) The Shares will be acquired for the Participant's own account
without the participation of any other person, with the intent
of holding the Shares for investment and without the intent of
participating, directly or indirectly, in a distribution of
the Shares and not with a view to, or for resale in connection
with, any distribution of the Shares or any portion thereof.
(b) The Participant, through the Participant's position with the
Company, has access to all material information with regard to
the Company.
(c) The Participant will not acquire the Shares based upon any
representation, oral or written, by any person with respect to
the future value of or income from the Shares but rather upon
an independent examination and judgment as to the prospects of
the Company.
6
(d) The Shares were not offered to the Participant by means of
publicly disseminated advertisements or sales literature, nor
is the Participant aware of any offers made to other persons
by such means.
(e) The Participant acknowledges that the Participant must
continue to bear the economic risk of the investment in the
Shares for an indefinite period and recognizes that the Shares
will be: (i) transferred without registration under any state
or federal law relating to the registration of securities for
sale; and (ii) issued and transferred in reliance on the
exemption from registration provided by Section 4(2) of the
United Stares Securities Act of 1933. as amended (the "1933
Act").
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective the
day and year first above written.
DOBLIQUE, INC.
Per: ______________________________
Per: ______________________________
SIGNED, SEALED AND DELIVERED
In the presence of:
____________________________ ___________________________________
Witness Participant