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Exhibit 10.2
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NOTICE OF GRANT OF STOCK
OPTIONS AND
OPTION AGREEMENT
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Hybrid Dynamics Corporation
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Optionee: Steven Radt
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Option Number: ___-2006-1-__________ Plan: 2006
QUALIFIED INCENTIVE
STOCK OPTION PLAN
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Effective June 1, 2008 you have been granted a Incentive Stock
Option to buy 1,000,000 shares of Hybrid Dynamics Corporation (the
“Company”) at thirty cents ($0.30) per share.
The total option price of the shares granted is $300,000.
Shares in each period will become fully vested on the date
shown.
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Shares
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Vesting Date
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Exercise Schedule
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Expiration
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Exercise Price
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350,000
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June 1, 2008
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June 1, 2018
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350,000
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January 15, 2009
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January 15, 2019
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300,000
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July 15, 2009
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July 15, 2019
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By your signature and the Company’s signature below, you and
the Company agree that these options are granted under and governed
by the terms and conditions of the Company’s 2007 Qualified
Stock Option Plan as amended and the Option Agreement, all of which
are attached and made a part of this document.
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HYBRID DYNAMICS CORPORATION
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By :/s/ MARK
KLEIN
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June 23,
2008
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Mark Klein, President
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Date
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EMPLOYEE:
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Steven Radt
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June 23, 2008
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Signature
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Date
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____________________________________
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____________________
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Address
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Social Security Number
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____________________________________
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City
State
Zip
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HYBRID DYNAMICS CORPORATION
STOCK OPTION AGREEMENT
1. Grant of Option.
Hybrid Dynamics Corporation, a Nevada corporation (fka Sunrise
U.S.A. Incorporated) (the “Company”), hereby grants to
the Optionee named in the Notice of Grant (the
“Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the
“Shares”) set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the
“Exercise Price”) subject to the terms, definitions and
provisions of the 2006 QUALIFIED INCENTIVE STOCK OPTION PLAN, as
amended (the “Plan”), adopted by the Company, which is
incorporated in this Agreement by reference. In the event of a
conflict between the terms of the Plan and the terms of this
Agreement, the terms of the Plan shall govern. Unless otherwise
defined in this Agreement, the terms used in this Agreement shall
have the meanings defined in the Plan.
If designated as an Incentive Stock Option in the Notice of Grant,
this Option is intended to qualify as an “incentive stock
option” as such term is defined in Section 422 of the
Internal Revenue Code of 1986 as amended.
2. Exercise of Option.
This Option shall be exercisable during its term in accordance with
the Exercise Schedule set forth in the Notice of Grant (the
“Exercise Schedule”) and with the provisions of the
Plan as follows:
(i) Right to Exercise.
(a) This option shall not be
exercisable with respect to less than 100 shares unless the
remaining shares covered by this option are fewer than 100
shares.
(b) In the event of the
Optionee’s death, disability or other termination of
employment, the exercisability of the Option is governed by Section
6.
(c) In no event may this Option
be exercised after the date of expiration of the term of this
Option as set forth in the Notice of Grant.
(d) If designated as an
Incentive Stock Option in the Notice of Grant, in the event that
this Option becomes exercisable at a time or times which, when this
Option is aggregated with all other incentive stock options granted
to the Optionee by the Company or any Parent or Subsidiary, would
result in Shares having an aggregate fair market value (determined
for each Share as of the Date of Grant of the option covering such
Share) in excess of $100,000 becoming first available for purchase
upon exercise of one or more incentive stock options during any
calendar year, the amount in excess of $100,000 shall be treated as
a Nonstatutory Stock Option, pursuant to Section 6(a) of the
Plan.
(ii) Method of Exercise.
(a) This Option shall be
exercisable by delivering notice to the Company or a broker
designated by the Company in such form and through such delivery
method as shall be acceptable to the Company (including in the form
attached as Exhibit A or such other form as may from time to time
be approved by the Administrator) or the designated broker,
as appropriate (the “Exercise Notice”). The Exercise
Notice shall specify the election to exercise the Option and the
number of Shares in respect of which the Option is being exercised,
shall include such other representations and agreements as to the
holder’s investment intent with respect to such shares of
Common Stock as may be required by the Company pursuant to the
provisions of the Plan and applicable law, and shall be accompanied
by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company or the designated broker of
such notice accompanied by the Exercise Price.
(b) As a condition to the
exercise of this Option, the Optionee agrees to make adequate
provision for federal, state or other tax withholding obligations,
if any, which arise upon the exercise of the Option or disposition
of Shares, whether by withholding, direct payment to the Company,
or otherwise.
(c) No Shares will be issued
pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of law and the
requirements of any Stock Exchange. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to
the Optionee on the date on which the Option is exercised with
respect to such Shares.
3. Continuance of
Employment/Service Required. The Exercise Schedule requires
continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of
the Option and the rights and benefits under this Agreement.
Employment or service for only a portion of the vesting period,
even if a substantial portion, will not entitle the Optionee to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
services as provided under the Plan.
4. Method of Payment.
Payment of the Exercise Price shall be by any of, or a combination
of, the following methods at the election of the Optionee: (i)
cash; (ii) check; (iii) surrender of other shares of Common Stock
of the Company which (a) either have been owned by the Optionee for
more than six (6) months on the date of surrender or were not
acquired, directly or indirectly, from the Company, and (b) have a
Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be
exercised; or (iv) delivery of a properly executed Exercise Notice
together with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds
required to pay the exercise price; provided that the Administrator
may from time to time limit the availability of any non-cash
payment alternative.
5. Restrictions on
Exercise. This Option may not be exercised until such time as the
Plan has been approved by the stockholders of the Company, or if
the issuance of such Shares upon such exercise or the method of
payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other
law or regulation, including any rule under Part 207 of Title 12 of
the Code of Federal Regulations (“Regulation G”) as
promulgated by the Federal Reserve Board. As a condition to the
exercise of this Option, the Company may require the Optionee to
make any representat
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