EXHIBIT 10.2
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STOCK OPTION AGREEMENT
Agreement made as of the 1st day of July, 2005, between The Family
Post, Inc., a California corporation (the "Company"), and William Sawtell
("Grantee").
i. Grant of Option. The Company hereby grants to Grantee, as
of the date of grant specified above, a nonqualified option to purchase
100,000 shares of common stock, no par value, (the "Common Stock"), of
the Company (which number of shares may be adjusted pursuant to
Paragraph v below) at ten cents ( $.10) per share, subject to the terms
and conditions set forth herein.
ii. Exercise of Options. Subject to the earlier termination of
the option as provided herein, the option may be exercised as provided
for in paragraph viii, herein, at any time and from time to time after
the date of grant; provided however, unless a Change in Control (as
defined in Section v) occurs, such option shall not be exercisable for
more than 25% of the aggregate number of shares covered by this option
multiplied by the number of full nine month periods from the date of
grant thereof to the date of such exercise, in accordance with the
following schedule.
Cumulative Percentage
Full 9 Month Periods of Grant % of Shares That May Be Exercisable
1 but less than 2 25%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
An option may not be exercised for a fraction of a share of
Common Stock
iii. Conditions to Exercise. The option may not be exercised
by Grantee unless all of the following conditions are met:
(i) Legal counsel for the Company must be satisfied
at the time of exercise that the issuance of shares of Common
Stock upon exercise will be in compliance with the Securities
Act of 1933, as amended (the "Act") and applicable United
States federal, state, local and foreign laws;
(ii) Grantee must pay in United States dollars at the
time of exercise the full purchase price for the shares of
Common Stock being acquired hereunder.
(iii) Grantee must, at all times during the period
beginning with the grant date of the option and ending on the
date of such exercise, have been retained by the Company as an
independent contractor
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iv. Transferability. The option may not be sold,
assigned, transferred, pledged, hypothecated or otherwise
disposed of by Grantee, and may be exercised only the Grantee
during his lifetime.
v. Adjustments. In the event of any change in the
number of shares of Common Stock outstanding by reason of any
stock split, stock dividend, split-up, split-off, spin-off,
recapitalization, merger, consolidation, rights offering,
reorganization, combination or exchange of shares, sale by the
Company of all or part of its assets, distribution to
shareholders other than a normal cash dividend, or other
extraordinary or unusual event occurring after the grant date
specified above and prior to its exercise in full, the number
and kind of shares of Common Stock or other property for which
the option may then be exercised and the option price per
share may or may not be adjusted so as to reflect such change,
all as determined by the Company in its sole discretion. In
the event of the proposed dissolution or liquidation of the
Company, the option shall terminate immediately prior to the
consummation of such proposed action, unless otherwise
provided by the Company. In the event of a Change in Control,
as defined herein, restrictions on the option shall partially
lapse to allow Grantee to be immediately vested in the right
to purchase the amount of fifty thousand (50,000) shares in
total, or, if smaller, the amount of shares required to bring
Grantee's ownership up to a total of fifty thousand (50,000)
shares if there shall have been prior purchases. This special
vesting provision shall be effective immediately prior to the
effective date of the Change of Control. The option shall
terminate upon consummation of the Change in Control, unless
otherwise provided by the Company. For purposes of this
Agreement, a Change in Control shall mean a sale of all or
substantially all of the assets of the Company, or the merger
of the Company into another corporation.
vi. Income Tax Consequences. The Company and Grantee
understand that the option granted herein is a "Non-Qualified
Stock Option" pursuant to the Internal Revenue Code, and, as
such, Grantee shall be deemed to have received compensation,
and shall be taxed at ordinary income rates at the time the
option is exercised for the difference between the purchase
price of the shares and the fair market value (as defined
herein) of those shares at the time of purchase. Grantee
acknowledges that he will be liable for the tax on this
transaction, and that the Company shall add such compensation
to the Form 1099 to be issued to the Grantee at the end of
each year. For purposes of determining the compensation
element of the purchase, "Fair Market Value" shall mean, as of
any specified date, the average of the reported high and low
sales prices of the Common Stock on the stock exchange
composite tape on that date, or if no sales prices are
reported on that date, on the last preceding date on which
such prices of the Common Stock are so reported. If the Common
Stock is traded over-the-counter at the time a determination
of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average
between the reported high and low or closing bid and asked
prices of the Common Stock on the most recent date of which
the Common Stock was publicly traded. In the event the Common
Stock is not publicly traded at the time a determination of
this value is required to be made hereunder, the determination
of its fair market value shall be made by the Company in such
manner as it deems appropriate.
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vii. Method of Exercise. This Option shall be
exercisable by written Notice to the Company. The Notice must
state the number of Shares for which the Option is being
exercised, and such other representations and agreements with
respect to such shares of Common Stock as may be required by
the Company as may be necessary in order for the Company to
comply with applicable laws, rules and regulations. The Notice
must be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company.
The Notice must be accompanied by payment of the exercise
price. This Option shall be deemed to be exercised upon
receipt by the Company of such written Notice accompanied by
payment of the exercise price.
viii. Administration. Any action taken or decision
made by the Company's board of directors or the compensation
committee of the board or their delegates arising out of or in
connection with the construction, administration,
interpretation or effect of the Agreement shall lie within its
sole and absolute discretion, as the case may be, and shall be
final, conclusive and binding on Grantee and all persons
claiming under or through Grantee.
ix. No Rights as Stockholder. Unless and until a
certificate or certificates representing such shares of Common
Stock shall have been issued to Grantee, Grantee shall not be
or have any of the rights or privileges of a stockholder of
the Company with respect to shares of Common Stock acquirable
upon exercise of the option. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights
for which the record date is prior to the date such stock
certificate is issued to Grantee.
x. Investment Representation. Grantee hereby
acknowledges that the shares of Common Stock which Grantee may
acquire by exercising the option shall be acquired for
investment without a view to distribution, within the meaning
of the Act, and shall not be sold, transferred, assigned,
pledged or hypothecated in any manner without consent of the
Company
xi. Rights of Participants. Neither this Agreement
nor the grant of options creates any rights in Grantee to
continue to be retained as an independent contractor and the
Company shall have no liability for terminating its
relationship with the Grantee.
xii. Notices. Any notice hereunder to the Company
shall be addressed to , the Company at the Company's last
known address of record, and any notice hereunder to Grantee
shall be addressed to Grantee at Grantee's last address on the
records of the Company, subject to the right of either party
to designate at any time hereafter in writing some other
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address. Any notice shall be deemed to have been duly given
when delivered personally, by facsimile (receipt verified) or
enclosed in a properly sealed envelope, addressed as set forth
above, and deposited (with first class postage prepaid) in the
United States mail.
xiii Counterparts. This Agreement may be executed in
one or several counterparts, each of which shall constitute
one and the same instrument.
xiv. Binding Effect. This Agreement shall be binding
upon and inure to the benefit of any successors to the Company
and all persons lawfully claiming under Grantee.
xv. Governing Law. The validity, construction,
interpretation, administration and effect of this Agreement,
shall be governed by the substantive laws, but not the choice
of law rules, of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
COMPANY GRANTEE
THE FAMILY POST, INC.
A California corporation Consultant
By_______________________ __________________________
Michael A. Sawtell, CEO William Sawtell
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