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Exhibit 10.11
COLLEXIS HOLDINGS, INC.
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT
is
made effective as of the 1
st day
of April 2007 by and between Collexis Holdings, Inc., a Nevada
corporation (the "Company") and Darrell Gunter, a resident of the
State of New Jersey, USA (the "Optionee") (together, this agreement
and the Statement of Terms and Conditions and Schedules attached
hereto shall constitute and be referred to as the "Agreement").
Capitalized terms and phrases shall have the meaning ascribed
thereto in this Agreement.
WITNESSETH:
WHEREAS ,
Company has agreed to employ Optionee under the terms and
conditions of that certain Employment Agreement, having an
effective date as of April 1st, 2007 (the "Employment
Agreement");
WHEREAS, pursuant
to the Employment Agreement, Company agreed to issue to Optionee
the option to purchase 750,000
shares
of voting common stock for the purpose of providing a sense of
proprietorship and personal involvement in the development and
financial success of and further encouraging Optionee to devote his
or her best efforts to Company;
NOW, THEREFORE ,
in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, Company hereby awards to Optionee
as of the Grant Date a nonqualified stock option (the "Option") to
purchase the Option Shares on the terms and conditions described in
this Agreement, which Optionee hereby accepts on said terms and
conditions:
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1.
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Grant
Date :
April 1st, 2007. |
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2.
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Type of
Option :
Nonqualified stock option. |
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3.
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Option
Shares :
750,000 shares (the "Option Shares") of Company's voting common
stock, as such phrase is defined in Company's Articles of
Incorporation, as amended, (the "Stock"), subject to adjustment as
provided in the attached Statement of Terms and
Conditions. |
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4.
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Exercise Price :
$.75 per share of Stock (the "Exercise Price"), subject to
adjustment as provided in the attached Statement of Terms and
Conditions, which is made an integral part of this
Agreement.
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5.
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Option Period :
The Option may be exercised as to all or any portion of the Option
Shares during the period that commences on the Grant Date, and ends
on the earlier of:
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a.
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The fourth (4
th )
anniversary of the Grant Date; or |
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b.
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In
the event of any termination of Optionee's services under the
Employment Agreement, then in such event, upon and coincident with
either of the following dates: |
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i.
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If such termination
shall occur on account of Optionee's death or disability, then that
date which coincides with the first anniversary thereof;
or |
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ii.
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If such termination
shall occur on account of any other reason, then that date which is
ninety (90) days thereafter (the "Option Period"); |
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provided
,
however ,
that the Option may be exercised on any date during such Option
Period as to no more than the number of Option Shares that have
vested as of such date as determined in accordance with Section 6,
below. Company, in its sole discretion, may determine that Optionee
is disabled upon certification thereof by a qualified physician
selected by it after such physician examines the Optionee.
Note that other limitations, restrictions, terms and conditions
applicable to the Option and Option Shares as described in the
attached Statement of Terms and Conditions may
apply . |
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6.
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Vesting Schedule :
The Option Shares shall vest in accordance with the Vesting
Schedule attached as Schedule 1 (the "Vesting Schedule"), which is
attached hereto and made a part hereof. All or a portion of the
Option Shares may vest on an earlier date as and if so provided in
the attached Statement of Terms and Conditions.
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7.
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Cancellation :
This Agreement, including, without limitation, the Option described
herein, is subject to cancellation if this Agreement is not signed
by Optionee as required below.
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IN WITNESS WHEREOF ,
the parties have executed this Agreement as of the date first
written above.
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COMPANY |
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Collexis
Holdings, Inc.
a
Nevada company
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By: |
/s/ William D. Kirkland |
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Name: William D.
Kirkland |
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Title: Chief Executive
Officer |
By
signing below, Optionee hereby accepts the Option subject to
all its terms and provisions and agrees to be bound by the
terms and provisions of this Agreement, including, without
limitation, the attached Statement of Terms and Conditions.
Optionee authorizes Company to withhold, in accordance with
applicable law, from any compensation payable to him or her,
any taxes required to be withheld by federal, state or local
law as a result of the grant, existence or exercise of the
Option or subsequent sale of the Option Shares, if
any.
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OPTIONEE |
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Signature: |
/s/ Darrell Gunter |
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Name: |
Darrell Gunter |
COLLEXIS HOLDING, INC.
STATEMENT
OF
TERMS AND CONDITIONS
TO THE
NONQUALIFIED STOCK OPTION AGREEMENT
1.
Exercise of Option .
The Option may be exercised with respect to all or any portion of
the Option Shares that have vested in accordance with Section 6 of
this Agreement at any time during the Option Period
by:
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a.
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Delivery
to Company, at its principal place of business, of a written notice
of exercise in substantially the form attached hereto as
Exhibit 1, which shall be delivered to Company no earlier than
thirty (30) days and no later than ten (10) days prior to the date
upon which Optionee desires to exercise all or any portion of the
Option, unless Company shall otherwise agree; and
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b.
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Payment
to Company of the Exercise Price
multiplied by the
number of Option Shares being purchased (the "Purchase
Price").
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Upon
acceptance of such notice and receipt of payment in full of
the Purchase Price, Company shall cause to be issued a
certificate representing the Option Shares
purchased.
2.
Purchase Price .
Payment of the Purchase Price for all Option Shares purchased
pursuant to the exercise of an Option shall be made in cash, check,
stock (with the consent of Company) or other monetary value that
Company on a case-by-case basis finds and confirms to be acceptable
in writing.
3.
No Rights as a Shareholder .
Optionee
shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to any Option Shares until (a) the
Option shall have been exercised pursuant to the terms of this
Agreement and Optionee shall have paid in full the Purchase Price
for the number of Option Shares in respect of which the Option was
exercised, (b) Company shall have issued and delivered the Option
Shares to Optionee, and (c) Optionee's name shall have been entered
as a shareholder of record on the books of Company, whereupon
Optionee shall have full ownership rights with respect to such
Option Shares. Company
shall make no adjustment for any dividends or distributions or
other rights on or with respect to Option Shares for which the
record date is prior to the issuance of such stock certificate,
except as may otherwise be provided in this Agreement.
4.
Restriction on Transfer of Option .
The Option evidenced hereby is nontransferable other than by will
or the laws of descent and distribution and shall be exercisable
during the lifetime of Optionee only by Optionee (or in the event
of Optionee's disability, by his or her personal representative)
and after Optionee's death, only by Optionee's legatee or the
executor of Optionee's estate. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of this Option contrary
to the provisions of this Agreement shall be null and void and
without legal effect.
5.
Securities Laws Restrictions .
The Option may not be exercised at any time unless, in the opinion
of counsel for Company, the issuance and sale of the Option Shares
issued upon such exercise is exempt from registration under the
Securities Act of 1933, as amended, or any other applicable federal
or state securities law, rule or regulation, or the Option Shares
have been duly registered under such laws. Company shall not be
required to register the Option Shares issuable upon the exercise
of the Option under any such laws.
6.
Changes in Capitalization .
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a.
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An
appropriate adjustment in the number and kind of Option Shares and
in the Exercise Price shall be made by Company in the event the
number of Shares of Stock of Company is increased or decreased by
reason of Company effecting one or more stock dividends, stock
splits, reverse stock splits, subdivisions, consolidations or other
similar events, or there occurs any other event which in the
judgment of Company necessitates such action.
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b.
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In
the event of a Change in Control pursuant to which the surviving
entity does not agree to the assumption of the Option, Company may
elect to take such action as it deems necessary or appropriate,
including, without limitation, substitute new awards, adjust
outstanding awards, accelerate awards or remove restrictions on
outstanding awards. For
purposes of this subsection, the phrase 'Change In Control' means:
(a) the acquisition of ownership, directly or indirectly (in a
single transaction or a series of related transactions),
beneficially or of record, by any Person or group (within the
meaning of Section 13(d) and Section 14(d)(2) of the Securities
Exchange Act of 1934 as in effect on the date hereof) of capital
stock representing more than 50.1% of the issued and outstanding
capital stock of Company entitled to vote for the members of the
boar
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