MONUMENTAL MARKETING INC.
OPTION AGREEMENT
Made as of the 5 day of April 2007
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BETWEEN:
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Monumental Marketing Inc.
A company incorporated in Nevada
(hereinafter the “Company”)
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on the one part
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AND:
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Name:
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ID No.
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Address:
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(hereinafter the “Optionee”)
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on the other part
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WHEREAS
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On January 28, 2007, the Company duly adopted and
the Board approved the 2007 Global Stock Option Plan (the
“Plan”), and Appendix A – Israel to the Plan (the
“Israeli Appendix”), forming an integral part of the
Plan, a copy of which is attached as Exhibit A hereto; and
–
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WHEREAS
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Pursuant to the Plan and the Israeli Appendix, the
Company has decided to grant Options to purchase Stock of the
Company to the Optionee, and the Optionee has agreed to such grant,
subject to all the terms and conditions as set forth in the Plan,
the Israeli Appendix and as provided herein;
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NOW, THEREFORE, it is agreed as follows:
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1.
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Preamble and Definitions
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1.1
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The preamble to this agreement constitutes an
integral part hereof.
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1.2
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Unless otherwise defined herein, capitalized terms
used herein shall have the meaning ascribed to them in the Plan
and/or the Israeli Appendix.
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2.
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Grant of Options
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2.1
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The Company hereby grants to the Optionee the number
of Options as set forth in Exhibit B hereto, each Option shall be
exercisable for one Stock, upon payment of the Purchase Price as
set forth in Exhibit B, subject to the terms and the conditions as
set forth in the Plan and/or the Israeli Appendix as provided
herein.
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2.2
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The Optionee is aware that the Company intends in
the future to issue additional Stock and to grant additional
options to various entities and individuals, as the Company in its
sole discretion shall determine.
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3.
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Period of Option and Conditions of
Exercise
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3.1
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The terms of this Option Agreement shall commence on
the Date of Grant as defined in Section 2.6 of the Plan and
terminate at the Expiration Date as defined in Section 2.8 of the
Plan and as set forth in Exhibit B hereto, or at the time at which
the Option expires pursuant to the terms of the Plan and/or the
Israeli Appendix or pursuant to this Option Agreement.
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3.2
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Options may be exercised only to purchase whole
Stock, and in no case may a fraction of a Stock be purchased. If
any fractional Stock would be deliverable upon exercise, such
fraction shall be rounded up one-half or less, or otherwise rounded
down, to the nearest whole number.
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4.
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Adjustments
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Notwithstanding anything to the contrary in Section
7.1 of the Plan and in addition thereto, if in any such Transaction
as described in Section 7.1 of the Plan, the Successor Company (or
parent or subsidiary of the Successor Company) does not agree to
assume or substitute for the Options, the Vesting Dates shall be
accelerated so that any unvested Option shall be immediately vested
in full as of the date which is ten (10) days prior to the
effective date of the Transaction, and the Committee shall notify
the Optionee that the unexercised Options are fully exercisable for
a period of ten (10) days from the date of such notice, and that
any unexercised Options shall terminate upon the expiration of such
period.
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If the successor Company (or parent or subsidiary of
the Successor Company) agrees to assume or substitute for the
Options and Optionee’s employment with the Successor Company
is terminated by the Successor Company without “Cause”
within one year of the closing of such Transaction, the Vesting
Dates shall be accelerated so that any unvested portion of the
substituted Option shall be immediately vested in full as of the
date of such termination without Cause.
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5.
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Vesting; Period of Exercise
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Subject to the provisions of the Plan and/or the
Israeli Appendix, Options shall vest and become exercisable
according to the Vesting Dates set forth in Exhibit B hereto,
provided that the Optionee is an Employee of, or providing services
to, the Company and/or its Affiliates on the applicable Vesting
Date.
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All unexercised Options granted to the Optionee
shall terminate and shall no longer be exercisable on the
Expiration Date, as described in Section 2.8 of the
Plan.
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6.
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Exercise of Options
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6.1
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Options may be exercised in accordance with the
provisions of Section 8.1 of the Plan and Section 7 of the Israeli
Appendix. The Purchase Price shall be payable upon the exercise of
an Option in accordance with Section 6.2 of the Plan.
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6.2
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In order for the Company to issue Stock upon the
exercise of any of the Options, the Optionee hereby agrees to sign
any and all documents required by any applicable law and/or by the
Company's incorporation documents. The Optionee further agrees that
in the event that the Company and its counsel deem it necessary or
advisable, in their sole discretion, the issuance of Stock may be
conditioned upon certain representations, warranties, and
acknowledgments by the Optionee.
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6.3
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Pursuant to Section 5.3 of the Plan and, when
applicable, subject to the provisions of Section 102, until the
consummation of an IPO, any Stock acquired upon the exercise of
Options shall be voted by an irrevocable proxy, attached as Exhibit
C hereto.
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6.4
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The Company shall not be obligated to issue any
Stock upon the exercise of an Option if such issuance, in the
opinion of the Company, might constitute a violation by the Company
of any provision of law.
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7.
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Restrictions on Transfer of Options and
Stock
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7.1
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The transfer of Options and the transfer of Stock to
be issued upon exercise of the Options shall be subject to the
limitations set forth in the Plan, in the Israeli Appendix, in the
Company’s incorporation documents, in any Stockholder’s
agreement to which the holders of common stock of the Company are
bound or in any applicable law including securities law of any
jurisdiction.
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7.2
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With respect to any Approved 102 Option, subject to
the provisions of Section 102 and any rules or regulation or orders
or procedures promulgated thereunder, an Optionee shall not sell or
release from trust any Stock received upon the exercise of an
Approved 102 Option and/or any Stock received subsequently
following any realization of rights, including without limitation,
bonus Stock, until the lapse of the Holding Period required under
Section 102 of the Ordinance. Notwithstanding the above, if any
such sale or release occurs during the Holding Period, the
sanctions under Section 102 of the Ordinance and under any rules or
regulation or order
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