EXHIBIT 10.6
GLOBAL RESOURCE CORPORATION
STOCK OPTION AGREEMENT
Global Resource Corporation, a Nevada corporation ("Company"), has
engaged the services of Eric Swain ("Optionee") in connection with Company's
business.
Subject to the terms and conditions of this Agreement, Company hereby
grants to Optionee an option to purchase shares of Company's common stock, par
value $0.001 ("Common Stock"), on the terms and conditions set forth herein.
1. GRANT OF OPTION; EXERCISE PRICE. Company hereby grants to Optionee an option
(the "Option") to purchase a total of five million (5,000,000) shares of Common
Stock (the "Option Shares"). The exercise price of the Option is one dollar and
eighteen cents ($1.18) per share for all of the Option Shares which is the
approximate market closing bid quotation for the Common Stock on September 15,
2008. The exercise price shall be payable in cash or cash equivalent.
2. NO RIGHT TO EMPLOYMENT. Optionee acknowledges that this Agreement does not
constitute a contract of employment and that, except for any written agreements
to the contrary between the Optionee and the Company, the performance of
services by Optionee for the Company shall be at will.
3. TERMS OF OPTION.
3.1 VESTING. The Option Shares shall be exercisable as follows:
3.1.1 One Million (1,000,000) of the Option Shares shall be exercisable
any time between the date hereof and September 23, 2023;
3.1.2 One Million (1,000,000) of the Option Shares shall be exercisable
any time between September 23, 2009 and September 23, 2024;
3.1.3 One Million (1,000,000) of the Option Shares shall be exercisable
any time between September 23, 2010 and September 23, 2025;
3.1.4 One Million (1,000,000) of the Option Shares shall be exercisable
any time between September 23, 2011 and September 23, 2026; and
3.1.5 One Million (1,000,000) of the Option Shares shall be exercisable
any time between September 23, 2012 and September 23, 2027.
3.2 TERMINATION OF OPTION. If Optionee fails to exercise the Option with
respect to a given number of Option Shares within such periods described in
Section 3.1, the Option shall be null and void with respect to such Option
Shares. Nothing in this section shall be construed to extend the duration of
Options that would sooner expire pursuant to other provisions of this Agreement.
3.3 RESTRICTIONS ON OPTION. The Option shall not be transferred, assigned,
pledged or hypothecated and shall not be subject to execution, attachment or
similar process. In the event of any violation of the preceding sentence in this
Section 3.3, the Option shall immediately be rendered null and void.
Notwithstanding anything to the contrary in this Agreement, the Option shall
expire three months after the termination, for any reason whatsoever (except for
disability or death), of Optionee's employment with the Company; provided that
the Option may be exercised by the Optionee's legal representative or his/her
estate for a period of six months after the death of the Optionee or after the
Optionee becomes disabled (as provided in an employment agreement between the
Optionee and the Company or according to Company employment policies and
procedures).
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4. METHOD OF EXERCISE. The Option or any portion thereof shall be exercised
pursuant to a written notice signed by Optionee which is received by the Company
not later than 5:00pm prevailing local time on the day the Option Shares or any
portion thereof is to expire, accompanied by full payment in cash or cash
equivalents.
5. INVESTMENT REPRESENTATIONS. Unless the Option Shares have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the acquisition of this Option, Optionee represents and warrants
as follows:
5.1 Optionee is purchasing the Option Shares for his own account for
investment only, and not with a view to, or for sale in connection with, any
distribution of the Option Shares in violation of the Securities Act, or any
rule or regulation under the Securities Act.
5.2 Optionee has had such opportunity as he has deemed adequate to obtain
from representatives of Company such information as is necessary to permit him
to evaluate the merits and risks of his investment in Company. Without limiting
the preceding sentence, Optionee has reviewed all the materials he has deemed
relevant, including business plans, financial forecasts, and contracts and
agreements including Company's Certificate of Formation and Bylaws.
5.3 Optionee understands that there are inherent risks associated with an
investment in Company, including risks associated with start-up businesses in
general and Company in particular. Optionee has had an opportunity to review and
evaluate such risks to his satisfaction.
5.4 Optionee has sufficient experience in business, financial and investment
matters to be able to evaluate the risks involved in the purchase of the Option
Shares and to make an informed investment decision with respect to such
purchase, and has relied upon the advice of his own legal counsel, tax advisors,
and investment advisors.
5.5 Optionee can afford a complete loss of the value of the Option Shares and
is able to bear the economic risk of holding such Option Shares for an
indefinite period.
5.6 Optionee understands that (i) the Option Shares have not been registered
under the Securities Act and are "restricted securities" within the meaning of
Rule 144 under the Securities Act, (ii) the Option Shares cannot be sold,
transferred or otherwise disposed of unless they are subsequently registered
under the Securities Act or an exemption from registration is then available;
(iii) in any event, the exemption from registration under Rule 144 will not be
available for at least one year and even then will not be available unless a
public market then exists for the Common Stock, adequate information concerning
the Company is then available to the public, and other terms and conditions of
Rule 144 are complied with; and (iv) there is now no registration statement on
file with the Securities and Exchange Commission with respect to any stock of
the Company and the Company has no obligation or current intention to register
the Shares under the Securities Act.
5.7 Optionee recognizes that his ownership of the Option Shares is subject to
Company's Articles of Incorporation and Bylaws and is fully familiar with the
terms of such instruments and agreements and agrees to be bound by them.
6. MISCELLANEOUS.
6.1 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties hereto relating to the subject matter hereof, and
merges and supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature between the parties hereto. This Agreement may
not be changed or modified, except by an Agreement in writing signed by each of
the parties hereto.
6.2 GOVERNING LAW. This Agreement shall be governed by the internal laws of
Nevada without giving effect to the principles of conflicts of laws. Each party
hereby consents to the personal jurisdiction of the Federal or New Jersey courts
located in Camden County, New Jersey, and agrees that all disputes arising from
this Agreement shall be prosecuted in such courts. Each party hereby agrees that
any such court shall have in personam jurisdiction over such party and consents
to service of process by notice sent by regular mail to the address set forth
above and/or by any means authorized by New Jersey law.
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6.3 NOTICES.
6.3.1 All notices and other communications required or permitted under
this Agreement shall be in writing and shall be given either by (i) personal
delivery or (i) overnight next day delivery by Federal Express. Except as
provided in Section 4, any such communication shall be deemed to have been given
on the date of receipt in the cases referred to in clause (i) of the preceding
sentence and (ii) on the second day after the day of mailing in the cases of
referred to in clause (ii) of the preceding sentence. All such communications to
the Company shall be addressed to it, to the attention of the President, at its
then principal office, and to the Optionee at his last address appearing n the
records of the Company, or in each case, to such other person or address as may
be designated in writing to the other party.
6.4 BINDING EFFECT. This Agreement shall inure to the benefit of the
respective heirs, legal representatives and permitted assigns of each party, and
shall be binding upon the heirs, legal representatives, successors and assigns
of each party.
[Intentionally Blank - Signatures on Following Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth below. DATE: October 14, 2008
GLOBAL RESOURCE CORPORATION
By: /s/ Jeffrey Kimberly
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Jeffrey Kimberly, President
OPTIONEE
/s/ Eric Swain
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Signature
Eric Swain
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Name
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Street Address
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City, State, Zip Code
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Fax and E-Mail (If Any)
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