INVESTAMERICA, INC.
STOCK OPTION AGREEMENT
PURSUANT TO THE 1999 STOCK OPTION PLAN
Participant: JIM DUNCAN
8361 Ladner Road
Vernon, B.C. V1B 3M8
Canada
This Stock Option Agreement, dated as of the date of grant set forth below, is
entered into between InvestAmerica, Inc. (the "Company") and the Participant
named above pursuant to the Company's 1999 Stock Option Plan (the "Plan").
Pursuant to the Plan, the Company grants an Option to the Participant to
purchase shares of common stock of the Company as follows:
Grant Number 8
Date of Grant February 8, 2000
Exercise Price Per Share $5.25
Total Number of Shares Granted 1,000,000
Total Exercise Price $5,250,000.00
Term 5 Years
Expiration Date February 7, 2005
Type of Option [ ] Incentive Option
[ x ] Nonqualified Option
Subject to the provisions of this Agreement and the Plan, the Options vest
(i.e., the right to exercise the Options first arises) in cumulative
installments as set forth below. Vested Options may be exercised from time to
time until the Expiration Date set forth above or termination of the Options as
set forth in the Plan.
Number of Shares Vesting Dates
- ------------------ --------------
40,000 Date of Grant
40,000 Monthly thereafter for 24 consecutive months
During the Participant's lifetime, the Option is exersisable only by the
Participant. The form of Exercise Notice and Agreement is attached hereto as
Exhibit "A". The Option or this Agreement shall not be sold, pledged, assigned,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution. Any attempted sale, pledge, assignment, transfer or
other disposition of the Option shall be void and of no effect.
If the Participant is an Employee, the Participant's status as an "at-will"
Employee is not affected by the Plan or this Agreement. The Company's right to
terminate the Participant's employment is not limited or restricted by this
Agreement or the Plan.
Provided that the Participant continues to be eligible to receive Options under
the Plan, no change in the Participant's employment or other relationship with
the Company shall affect the Participant's continued entitlement to the Option
herein granted.
If the Participate elects to dispose of any Shares acquired pursuant to this
Option, the Participant agrees to dispose of such Shares only at the following
maximum rates unless otherwise specifically approved by the Board of Directors
of the Company:
Months following Date of Grant Monthly Maximum Disposable
(of original Total Grant)
- ------------------------------ ---------------------------------------------
1 - 12 1%
13 - 24 2%
25 - 60 3%
If the Participant's employment is terminated, any un-vested Options will be
cancelled as of the date of termination. All vested options shall continue to
be exercisable and disposable in accordance with the Monthly Maximum Disposable
schedule set forth above.
The Participant and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan, which is made a part of this
Agreement. The Plan imposes substantial restrictions on the Options and the
Shares. By signing this Agreement, the Participant acknowledges that the
Participant has read and understood the Plan and agrees to be bound by it and by
this Agreement.
Participant InvestAmerica, Inc.
/s/ Jim Duncan /s/ signed
By: (sign name)
JIM DUNCAN PRESIDENT and CEO
(print name) (title)
EXHIBIT "A"
EXERCISE NOTICE AND AGREEMENT
InvestAmerica, Inc.
Attn: Chief Financial Officer
1776 Park Avenue, Unit 4
Park City, Utah
84060
Re: Exercise of Stock Option Pursuant to 1999 Stock Option Plan
Name of Participant:
Address of Participant:
Participant's Social Security Number
or Social Insurance Number:
Grant Number of Option Agreement:`
Date of Option Agreement:
Exercise Date:
Options exercised are Incentive Options: Yes / No (circle one)
Number of Shares Purchased Pursuant to this Notice:
Number of Shares Purchased Subject to Vesting:
Exercise Price Per Share:
Aggregate Exercise Price:
Add Withholding:
Amount of Check Enclosed:
1. Exercise of Option. Pursuant to the 1999 Stock Option Plan (the "Plan")
of InvestAmerica, Inc. (the "Company") and the Stock Option Agreement ("Option
Agreement") entered into as of the date set forth above between the undersigned
Participant and the Company, Participant hereby elects, effective as of the date
of this Notice, to exercise Participant's option to purchase the number of
shares of common stock (the "Shares") of the Company indicated above.
2. Payment; Taxes. Enclosed is Participant's check in the amount indicated
above, which is the full exercise price for the Shares plus any applicable
withholding taxes. Before the Company issues the Shares, Participant shall make
appropriate arrangements with the Company for payment of Participant's tax
obligations as a result of this Option exercise if such withholding tax is not
included in the above payment.
3. Deemed Date of Exercise. The date of exercise shall be deemed to be the
first date after which this Notice is filed with the Company upon which the
Shares become eligible for issuance to Participant under applicable state and
federal laws and regulatory requirements.
4. Compliance With Laws. Participant understands and acknowledges that the
purchase and sale of the Shares may be subject to approval under state and
federal securities laws and other laws and, notwithstanding any other provision
of the Option Agreement to the contrary, the exercise of any rights to purchase
Shares is expressly conditioned upon approval (if necessary) and compliance with
all such laws.
5. Representation of Participant. Participant represents and warrants to
the Company as follows:
(a) Participant has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.
(b) The Options exercised herewith are exercisable only according to the
schedule in the Option Agreement.
(c) Participant is aware of the business affairs and financial condition of
the Company and has acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Shares.
(d) Participant has business or financial experience sufficient to enable
Participant to protect Participant's own interests in connection with the
exercise of these Options.
(e) Participant is acquiring the Shares for investment for Participant's own
account only and not with a view to, for the resale in connection with, any
"distribution" thereof within the meaning if the Securities Act of 1933, as
amended (the "Securities Act").
(f) Participant acknowledges and understands that the Shares are "restricted
securities" and have not been registered under the Securities Act in reliance
upon a specific exemption from registration. Participant acknowledges that such
exemption depends upon, among other things, the bona fide nature of
Participant's investment intent as expressed herein. Participant further
understands that the Shares must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available. Participant further acknowledges and understands
that the Company is under no obligation to register the Shares. Participant
understands that the certificate representing the Shares will bear a legend that
prohibits the transfer of the Shares unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the
Company, and any other legend required under applicable state securities law.
The Company will not require an opinion of counsel where the transaction is made
pursuant to a registration or Rule 144.
(g) Participant is aware of the adoption of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
Company in a nonpublic offering, subject to the satisfaction of certain
conditions. Participant further understands that if the applicable requirements
of Rule 701 or Rule 144 are not satisfied, the sale of the Shares will require
registration under the Securities Act or compliance with a registration
exemption. Participant understands that no assurances can be given that the
Shares will be registered or that any exemption from registration will be
available.
(h) Participant further agrees that if Participant is acquiring the Shares
in accordance with and subject to the terms of the Option Agreement and the
Plan, including any share repurchase right or right of first refusal, to all of
which Participant expressly assents.
6. Refusal to Transfer. The Company shall not be required (a) to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement, the Option Agreement, or
the Plan or (b) to treat as owner of such Shares or to accord the right to vote
or receive dividends to any purchaser or other transferee to whom such Shares
have been so transferred.
7. Tax Consultation. Participant understands that Participant may suffer
adverse tax consequences as a result of Participant's purchase or disposition of
the Shares. Participant represents that Participant has consulted with any tax
consultants Participant deems advisable in connection with the purchase or
disposition of the Shares and that Participant is not relying on the Company for
any tax advice.
8. Entire Agreement. The Plan and the Option Agreement are incorporated
herein by reference. This Agreement, the Plan, and the Option Agreement
constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and the Participant with
respect to the subject matter hereof.
Submitted by: Accepted by:
Participant InvestAmerica, Inc.
(sign name) By: (sign name)
(print name) (title)