SECURELOGIC CORP.
FORM OF STOCK OPTION
AGREEMENT
THIS AGREEMENT
is entered into as of the ___________ (the "Grant Date"), between
SecureLogic Corp., a Nevada corporation (the "Corporation") and
_______ (the "Optionee").
R E C I T A L S
A. The Board of
Directors of the Corporation (the "Board") has established the 2005
Stock Option/Stock Issuance Plan (the "Plan") in order to provide
key employees, directors, advisors and consultants of the
Corporation with a favorable opportunity to acquire shares of the
Corporation's common stock ("Stock").
B. The Board
regards the Optionee service as a director as key to the
Corporation and has determined that it would be in the best
interests of the Corporation and its shareholders to grant the
option described in this Agreement to the Optionee as an inducement
to remain in the service of the Corporation, and as an incentive
for promoting Optionee's efforts during such service.
NOW, THEREFORE,
it is agreed as follows:
1. DEFINITIONS
AND INCORPORATION. Unless otherwise defined herein or the context
otherwise requires, the capitalized terms used in this Agreement
shall have the meanings given to such terms in the Plan. The terms,
conditions and limitations set forth in the Plan are hereby
incorporated in and made a part of this Agreement as if fully set
forth herein. The Optionee hereby acknowledges that he or she has
received a copy of the Plan.
2. GRANT OF
OPTION. Pursuant to the Plan, the Corporation hereby grants to the
Optionee as of the date hereof, the option to purchase all or any
part of an aggregate of _________ (___________) shares of Stock
(the "Option"), subject to adjustment in accordance with Section 10
of the Plan.
3. OPTION
PRICE. The option shall have an exercise price of $______ per
share.
4. RIGHT TO
EXERCISE. Subject to the conditions set forth in this Agreement and
in the Plan, the Option shall be exercisable immediately upon
grant.
5. SECURITIES
LAW REQUIREMENTS. In the event that the sale of Shares under the
Plan is not registered under the Securities Act of 1933 but an
exemption is available which requires an investment representation
or other representation, you shall represent and agree at the time
of exercise that the Shares being acquired upon exercising this
option are being acquired for investment, and not with a view to
the sale or distribution thereof, and shall make such other
representations as are deemed necessary or appropriate by the
Company and its counsel.
6.
TRANSFERABILITY. The Option shall be exercisable during the
Optionee's lifetime only by the Optionee or by the Optionee's
guardian or legal representative and shall be nontransferable,
except that the Optionee may transfer all or any part of the Option
by will or by the laws of descent and distribution. Except as
otherwise provided herein, any attempted alienation, assignment,
pledge, hypoth
