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EXHIBIT 10.19
STOCK OPTION EXTENSION AGREEMENT
FOR STOCK OPTIONS GRANTED PURSUANT TO THE
LANGUAGEWARE.NET CEO SHARE OPTION PLAN (1999)
AGREEMENT made as of October 17, 2000, by TODD OSETH, hereinafter
referred to as "Option Holder", and LanguageWare.net, hereinafter referred to as
the "Corporation".
WHEREAS, pursuant to its CEO Share Option Plan (1999) (the "Plan") the
Corporation has previously granted options to Option Holder to purchase
1,812,000 ordinary shares of the Corporation, NIS $0.01, ("Options") all which
are fully vested and 1,000,000 of which are exercisable at $0.160 per share and
812,000 of which are exercisable at $0.344 per share;
WHEREAS, Option Holder resigned from the Corporation effective as of
September 29, 2000 ("Termination Date"); and
WHEREAS, the Plan provides that all of the Options will expire ninety
(90) days after the Termination Date unless exercised by Option Holder prior to
that time; and
WHEREAS, the parties hereto desire to extend the period of exercise of
the Options until September 29, 2001 pursuant to the terms and conditions of
this Agreement.
THEREFORE, in consideration of the promises contained herein and the
benefits to be derived herefrom, the parties agree as follows:
Terms of Plan/Options to Govern. All provisions of this contract and the rights
of the Option Holder hereunder are subject in all respects to the provisions of
the Plan which are hereby incorporated by this reference and made a part of this
agreement. Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Plan. Except as modified by this Agreement, the terms of the
Options previously granted and the terms of the Plan shall continue to govern
the Options and the rights of the Option Holder.
2. Extension of Right to Exercise.
a. During the period beginning on the Termination Date and ending
on the six (6) month anniversary of the Termination Date, no
Options shall be exercisable by the Option Holder.
b. Beginning on March 29, 2001, the Options shall be exercisable
in the following amounts during the following periods:
Period of Exercise Options Exercisable
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March 29, 2001 - April 29, 2001: 300,000 options
April 30, 2001 - May 29, 2001: 300,000 options
May 30, 2001 - June 29, 2001: 300,000 options
June 30, 2001 - July 29, 2001: 300,00 options
July 30, 2001 - August 29, 2001: 300,000 options
August 30, 2001 - September 29, 2001: 312,000 options
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Any Options not exercised during the respective periods set forth shall
immediately expire and be forever forfeited. For example, if between March 29,
2001 and April 29, 2001 Option Holder exercises 200,000 Options, 100,000 Options
shall immediately expire on April 30, 2001.
c. Notwithstanding the foregoing, in the event the Corporation
shall not be the surviving corporation in any merger,
consolidation, or reorganization (except any such transaction
consummated solely for the purpose of changing the domicile of
the Corporation) or in the event of the acquisition by another
corporation of all or substantially all of the assets of the
Corporation and if such surviving, continuing, successor or
purchasing corporation does not agree to assume or replace the
Options, or in the event of the liquidation or dissolution of
the Corporation, the Options shall become immediately
exercisable to the extent of all of the aggregate number of
shares subject to this Option not having been previously
exercised or expired for a period commencing 30 days
immediately prior to and ending on the day immediately prior
to such merger, consolidation, reorganization or acquisition
of all or substantially all of the assets of the Corporation,
or the liquidation or dissolution of the Corporation, but in
no event later than September 29, 2001.
d. The Options may be exercised only by Option Holder during his
lifetime, and may not be transferred, assigned, pledged or
hypothecated in any way, except by a will of Option Holder or
by the laws of descent and distribution, and such Options
shall not be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Options, or of any
right or privilege conferred hereby, contrary to the
provisions of the Plan and this Agreement, or upon the levy of
any attachment or similar process of the Options, right or
privilege, the Options shall immediately become null and void.
e. Option Holder shall give written notice by providing a "Notice
of Exercise" attached hereto as Exhibit A to the Corporation
of his intent to exercise any Options subject to the Plan and
this Agreement. The Notice of Exercise properly completed,
accompanied by the total exercise price in certified funds,
shall be sent to the Corporation's principal offices located
at 102 South Tejon Drive, Suite 320, Colorado Springs,
Colorado 80903, Attn. Tom Foster, CFO.
f. The exercise of any Options is contingent upon the receipt by
the Corporation of US dollars in certified funds in an amount
equal to the full exercise price of the shares being
purchased.
g. Option Holder shall have no rights as a shareholder with
respect to any shares of stock subject to an Option prior to
the date of issuance to him of a certificate or certificates
for such shares.
3. Release of Claims. Option Holder does hereby for himself, his heirs,
personal representatives and assigns, release and forever discharge the
Corporation from any and all claims, demands, and causes of action of
any nature whatsoever which exist as of the date hereof, whether known
or unknown.
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4. Notices. Any notice to the Corporation required to be made under the
terms of the Agreement or under the terms of the Plan shall be
addressed to the Corporation at 102 South Tejon Drive, Suite 320,
Colorado Springs, Colorado 80903, Attn. Tom Foster, CFO, and any notice
required to be made to Option Holder under the terms of the Agreement
or under the terms of the Plan shall be addressed to him at:
Todd Oseth
110 Sierra Vista
Colorado Springs, CO 80906
5. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Colorado.
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IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above.
OPTION HOLDER:
By: /s/ Todd Oseth
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Todd Oseth
LANGUAGEWARE.NET (COMPANY) LTD.
By: /s/ Fred A. Snow
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Fred A. Snow, Chief Executive Officer
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EXHIBIT A TO
CEO SHARE OPTION PLAN (1999)
NOTICE OF EXERCISE
The undersigned, the holder of Options granted by LanguageWare.net (Company)
Ltd., hereby irrevocably elects to exercise the purchase rights represented by
such Options.
I would like to exercise:
PER SHARE TOTAL AMOUNT
GRANT DATE # OF SHARES EXERCISE PRICE (SHARES X PRICE)
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I herewith tender in payment for such Ordinary Shares the amount of $___________
in U.S. dollars by cashier's or certified check made payable to LanguageWare.net
(Company) Ltd., all in accordance with the terms of the option grant, and
request the shares be issued as one certificate for ___________________ shares
and registered in my name as shown below.
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My social security number is: ____________-________-_______________
My name and address is (please print):
(Full Name)
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(Address)
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(City, State, Zip)
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(Signature of Optionee) (Date)