CONSIDERING that the company wishes to grant the worker an option to acquire shares of its common stock, with a par value of $0.001 per share (the “shares”), below and for the objectives set out in the company`s 2006 human resources plan, directors and consultants (the “plan”); ButThe plan was implemented to give employees a sense of ownership and encourage them to stay longer in the business. The plan grants only unqualified stock options, no incentive stock options as defined in section 422 (b) of the internal income code. 12.1 The employee agrees that if the company proposes to put one of its shares up for sale, and that employee is invited by the company and any insurer mandated by the company as part of such an offer to sign an agreement limiting the sale or transfer of shares, sign that agreement without delay and, whether in transactions negotiated in private or publicly open market or by any other means. , all shares or other securities of the company held by him or her for a specified period of time by the company and insurers, no more than 180 days after the closing of the offer, plus the additional time that may be required to comply with the National Association of Securities Dealers` Marketplace Rule 2711. , Inc. or similar rules (z.B the lockout period). This agreement must be concluded in writing, in the form and content for the company and that insurer satisfactorily and under normal and applicable conditions. Notwithstanding the agreement signed by the staff member, the company may impose instructions to transfer the company`s shares or other securities until the end of the blackout period, in accordance with the above restrictions. 2.12. Stock restrictions.
Optionee accepts that the shares acquired during the exercise of the option be subject to conditions that the administrator determines at sole discretion, including, but not limited to restrictions on the portability of the shares, and a pre-purchase right in favour of the company with respect to authorized transfers of shares. These conditions may, at the sole discretion of the administrator, be contained in the exercise communication regarding the option or any other agreement that the administrator determines and which the option taker accepts at the entity`s request. 2.6. Exercise restrictions. This option can only be exercised after the company`s shareholders approve the plan. If the issuance of shares in such a fiscal year or if the method of payment of these shares would constitute a violation of existing federal or state securities or other laws or regulations, the option cannot be exercised either. The entity may require Optionee to provide the assurance and guarantee required by existing legislation or regulations before authorizing the exercise of the option. 10.6.
Full agreement. The planning and option agreement is included as a reference. This agreement, the plan, the option agreement and the declaration of investment representation constitute the entire agreement of the parties and, in their entirety, include all the company`s previous obligations and agreements and the option regarding the purpose of this agreement. Option pricesThe purchase and strike price is set. This plan does not allow enhanced stock options. (b) Shares for which options can be allocated are shares as they are currently constituted, but if and when the company, prior to the expiry of the resulting option, has the effect of subdividing or consolidating shares or paying a share dividend on shares without consideration by the company, the number of shares for which this option may be exercised later (i) in the event of an increase in the number of shares outstanding is increased proportionately and the purchase price per share is reduced proportionately, and (ii) if the number of shares outstanding is reduced, and the purchase price per share is increased proportionately.