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NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT

Option Agreement

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Hybrid Dynamics Corporation

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Title: NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT
Governing Law: Nevada     Date: 6/27/2008

NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT, Parties: hybrid dynamics corporation
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Exhibit 10.2

NOTICE OF GRANT OF STOCK
OPTIONS AND
OPTION AGREEMENT

Hybrid Dynamics Corporation

Optionee:  Steven Radt

Option Number: ___-2006-1-__________
Plan: 2006 QUALIFIED INCENTIVE
             STOCK OPTION PLAN


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.

Shares

Vesting Date

Exercise Schedule

Expiration

Exercise Price

350,000

June 1, 2008

  

June 1, 2018

  

350,000

January 15, 2009

  

January 15, 2019

  

300,000

July 15, 2009

  

July 15, 2019

  


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.

HYBRID DYNAMICS CORPORATION

  

By :/s/ MARK KLEIN                                     

June 23, 2008                

      Mark Klein, President

Date

  

EMPLOYEE:

Steven Radt


/s/ STEVEN RADT                                         


June 23, 2008

Signature

Date


____________________________________


____________________

Address

Social Security Number


____________________________________

City                     State              Zip





 

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,


2


 
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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