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Exhibit 10.3
SOLOGIC
INC.
STOCK
OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (the "Agreement”) is made and
entered into by and between Sologic, Inc., a Delaware
corporation (the “Company”), and Carl L. Smith,
III, an individual of the full age of majority and a resident
of the state of Florida ("Smith”
), who is the President and CEO of Sparx, Inc., a Florida
corporation (“Sparx"), to be effective as of December
20, 2005 (the "Effective Date). This Agreement is intended to
constitute an individual grant of stock options and is not
made under any employee benefit plan or other plan of the
Company.
1. Grant. As of the
Effective Date, the Board of Directors of the Company (the
"Board"), or a committee of the Board, has granted to Smith a stock
option to purchase 500,000,000 shares (the “Shares”
) of
$.001 par value common stock issued by the Company (the
“Common Stock”) at a price of $.10 per share (the
“Exercise Price"). The parties hereto acknowledge that this
option is granted to Smith.
2. Time of Exercise.
Except as expressly provided herein, this option shall vest
immediately and be exercisable by Smith at any time on or after
December 20, 2005 (the “Vesting Date”). This option may
be exercised from time to time, at the sale discretion of Smith and
shall not expire or terminate until it has been exercised in
full.
3. Method of Exercise.
This option shall be exercised, in whole or in
part, by the delivery to the Company of written notice of such
exercise, in the form attached hereto as Exhibit A, accompanied by
full payment of the Exercise Price and any amounts required to be
withheld pursuant to applicable income or employment tax laws in
connection with such exercise with respect to that portion of this
option being exercised. The value of the Shares for purposes of
calculating any taxes due shall be the Fair Market Value of such
Shares on the date of exercise. The date of proper delivery to the
Company of such notice shall be the date of exercise of this
option. Unless and until the Company notifies Smith to the contrary
the form attached to this Agreement as Exhibit A shall be used to
exercise this option.
Upon
the exercise of this option in whole or in part, Smith may pay
the Exercise Price in cash, by delivering duly endorsed
certificates representing Common Stock having a Fair Market
Value on the date of exercise equal to that portion of the
Exercise Price being paid by delivery of such Common Stock, or
through a combination of cash and Common Stock.
Delivery
of certificates representing the purchased Shares of Common
Stock shall be made by the Company reasonably promptly after
receipt by the Company of notice and all amounts described
above required to be submitted to the Company upon the
exercise of this option; provided, however that the
Company’s obligation to deliver certificates may be
postponed, in the sole discretion of the Board or a committee
thereof, for any period necessary to list, register or
otherwise qualify the purchased Shares under Federal
securities laws or any applicable state securities
law.
The
exercise, in whole or in part, of this option shall cause a
reduction in the number of unexercised Shares for which this
option can subsequently be exercised equal to the number of
Shares with respect to which this option is
exercised.
4. Taxes. Smith
shall be responsible for any and all taxes that may be due by him
as a result of the exercise of this option or the disposition of
the Shares acquired on the exercise of this option. Smith
acknowledges that the Company has not provided tax advice to him or
otherwise guaranteed the tax consequences of this option or the
Shares.
5. No Assignment.
This option shall not be subject in any manner to sale, transfer,
pledge, assignment or other encumbrance or disposition, whether by
operation of law or otherwise and whether voluntarily or
involuntarily, except by will or the laws of descent and
distribution; provided, however that the obligations of
the Company hereunder shall be binding upon any successor in
interest by name change, merger, consolidation or reorganization
that results in the Company's business being continued through
another corporation or entity.
6. Rights as a
Shareholder. Smith shall
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