EXHIBIT 10.13
AGREEMENT OF STOCK OPTION GRANTS
This is an agreement between Eugene Science (the "Company") and _______________
(the "Stakeholder") regarding the Stakeholder's stock options for the Company's
shares, granted by the Company. (The "Stock Options")
ARTICLE 1 (OBJECTIVE)
The objective of this agreement is to specify the rights granted to the
Stakeholder by the Company, in the form of Stock Options. The Stock Options are
granted based on the Stakeholder's contribution to the Company's growth, in
order to promote continued growth for the Company and motivate and encourage the
Stakeholder in his/her continuing contribution to the Company.
ARTICLE 2 (OFFERED PRICE)
The purchase price of the Company's shares offered (the "Offered Price") to the
Stakeholder is ___________ (__________) wons per share.
ARTICLE 3 (SHARE TYPES AND AMOUNT)
1. The Company will offer the Stakeholder with _____________ of endorsed
common stocks of the Company.
2. The Company will issue the stocks offered, stated in the clause 1, as
new stocks at the Offered Price in the amount stated in the Article 2.
ARTICLE 4 (DURATION OF GRANTED RIGHTS IN EFFECT)
The Stock Options granted to the Stakeholder by the Company will remain in
effect from ______________ to _______________ (___ years).
ARTICLE 5 (TERMS AND CONDITIONS)
1. To be eligible, the Stakeholder must be employed by the Company at the
time of the execution of the Stock Options.
2. Even if the condition stated in the clause 1 is not fulfilled, the
Stakeholder may be eligible in the following cases:
A. The Stakeholder dies, or retires due to the age limit, or resigns
or retires after being promoted to an executive position, within
three (3) years from the date of the grant.
B. The Stakeholder resigns or retires due to reasons other than the
Stakeholder's fault.
3. In case of the Stakeholder's death, his/her heir/heiress will be the
beneficiary of the Stock Options.
ARTICLE 6 (EXECUTION OF THE RIGHTS)
1. When the Stakeholder wishes to execute his/her Stock Options, the
Stakeholder should notify the Company in writing 10 days prior to such
execution. The notice date is the date on which the Company obtained
the notice.
2. To execute the Stock Options, the Stakeholder should make a full cash
payment within 7 days from the notice date as specified in the clause
1.
3. The Company will issue the corresponding stocks to the Stakeholder
within 14 days from the payment in the clause 2. However, in cases
where the Company is not able to issue new stocks due to the
requirements for printing and other regulations regarding stock
issuance, the Stakeholder and the Company may agree to adjust this
deadline.
ARTICLE 7 (ADJUSTMENT OF OFFERED PRICE AND AMOUNT)
1. In case of share value depreciation after this agreement, due to any
paid-in capital increases, free issuances of new shares, stock
dividends, bond conversions, issuance of preemptive rights as secured
debentures, stock splits, mergers and acquisitions, face value splits,
etc, the Offered Price for the Stakeholder will be recalculated as
follows. However, if the adjusted Offered Price is below the face
value, the total amount of purchase granted will be set based on the
adjusted Offered Price, and the purchase price will be set as the face
price.
A. In case of a paid-in capital increase ("PCI," for capital
increases with lower share price than the Offered Price):
* Adjusted Offered Price = (Total number of shares before PCI X
Offered Price + number of share issued at PCI X issue price per
share at PCI) / (Total number of shares before PCI + number of
share issued at PCI)
B. In case of a free issuance of new shares ("FIS"):
* Adjusted Offered Price = Offered Price X Total number of share
before FIS / (Total number of shares before FIS + number of share
issued at FIS)
C. In case of stock dividends ("SD"):
Stock dividends will be regarded as paid-in capital increases,
and the Offered Price will be adjusted as in the case A. However,
if the payout ratio is over 50% (including the stock dividends)
and the dividend rate is over 20%, the Offered Price will be
adjusted as follows:
* Adjusted Offered Price = Offered Price X (Total equity capital
of the Company before SD - SD amount over 50% of payout ratio) /
Total equity capital of the Company before SD
D. In case of a bond conversion or an issuance of preemptive rights
as secured debenture:
In this case, if the conversion price or the issue price is lower
than the Offered Price, it will be assumed that all shares
available for such conversion or issuance have been already
converted or issued, and the Offered Price will be adjusted as in
the previous case C.
E. In case of a face value split or annexation ("FS/FA"):
* Adjusted Offered Price = (Per share face value after FS/FA /
Per share face value before FS/FA) X Offered Price
F. In case of a merger and acquisition of the Company:
Offered Price will be adjusted according to the terms and
conditions of such merger and acquisition. If there are no terms
and conditions specified, and the Stock Options are still
effective, the Offered Price will be adjusted based on the merger
rate.
2. For each of the above cases, the amount (number of shares) of the
Stock Options will be calculated as follows. However, the total amount
will be rounded down to the nearest won, and the number of shares will
be rounded down to the nearest integer.
* Adjusted purchase amount (number of shares) = Purchase amount before
adjustment X (Offered Price before adjustment / Adjusted Offered
Price)
ARTICLE 8 (LIMITATIONS)
1. The Stock Options granted to the Stakeholder by the Company cannot be
transferred to a third party, or established as collateral, or a
subject of a seizure. The Stock Options will no longer be valid, in
case of such transfer, establishment, or seizure.
2. When trading the stocks obtained as a result of the execution of the
Stock Options, the Stakeholder should comply with the Securities and
Exchange Acts, including the article 188 clause 2, "prohibition of the
use of undisclosed information," and the article 188 clause 4,
"prohibition of market manipulation and unfair trading."
ARTICLE 9 (CANCELLATION)
According to the Company's statute, the Company may cancel the grant of the
Stock Options of the Stakeholder upon an agreement form the Company's board, in
either of the following cases:
1. The Stakeholder resigns from his/her position at the Company, for a
personal reason
2. Serious losses occur to the Company due to the Stakeholder's faults or
purposeful acts
3. The Company is not capable of issue the granted stocks, due to a
bankruptcy or closedown
ARTICLE 10
1. Related laws and regulations, the Securities and Exchange Commissions
regulations, and the Company's policy related to share issuance will
be referred to, regarding matters that are not specified in this
document in reference to the Stock Options.
2. In case any terms and conditions herein differ from as regulated by
related laws, the laws will override the terms and conditions in this
document. In case of the Company's failure to fulfill this agreement
under an unavoidable circumstances outside of the Company's control,
The Company is exempt from any indemnities caused by such
nonfulfillment.
3. This agreement will fall out of legal bindings on the next day of the
Company's stock issuance, at the Stakeholder's execution of the Stock
Options.
Two copies of this document will be produced and the Company and the Stakeholder
each keeps one copy.
Date: ______________________
The Company: Eugene Science, CEO Seung-kwon Noh
Fl. 8 LG Palace Building, 165-8 Donggyo-dong, Mapo-gu, Seoul,
Korea
The Stakeholder:
Name: ______________________
Address: ____________________________
National Registration Number: ______________