STOCK OPTION
AGREEMENT
Pursuant to
the
2006 Amended
Stock Option Plan
of
WATAIRE
INTERNATIONAL, INC.
THIS STOCK OPTION
AGREEMENT (the “Agreement”), is made as of April 6,
2007 (the “Effective Date”) by and between WATAIRE
INTERNATIONAL, INC. (formerly CIMBIX CORPORATION), a Washington
corporation, (the “COMPANY”) and RICHARD JORDAN,
residing at
______________________________________________________________________________
(the “OPTIONEE”), pursuant to the COMPANY’s 2006
Amended Stock Option and Incentive Plan (the
“Plan”).
The Board of
Directors of the COMPANY adopted the Plan as of October 3, 2006 and
subsequently amended on January 9, 2007 to which this Agreement and
the option granted hereunder (“Option”) are subject,
and the Board of Directors of the COMPANY has determined that it is
to the advantage and in the best interest of the COMPANY and its
stockholders to grant the Option provided for herein to OPTIONEE as
an inducement to remain in the employ of the COMPANY, and as an
incentive for increased effort during such service.
1.
Grant of
Option . The COMPANY grants to
OPTIONEE the right and option to purchase from the COMPANY, on the
terms and conditions hereinafter set forth, all or any part of an
aggregate of 200,000 shares (the “Option Shares”) of
the authorized Common Stock of the COMPANY, at the purchase price
of $0.57 per share (being not less than the fair market value per
share of said stock on the date hereof) as OPTIONEE may from time
to time elect, exercisable on or after the Effective Date hereof
until September 30, 2013 (the latter date hereinafter referred to
as the “Terminal Date”), all in accordance with the
schedule attached hereto and marked Exhibit “A.”
No partial exercise of such Option may be for less than 1,000
full Option Shares, unless the number purchased is the total number
at the time purchasable under the Option. In no event shall
the COMPANY be required to transfer fractional shares to OPTIONEE.
This Agreement and the Option granted hereunder are subject
to the Plan, a copy of which is attached hereto and incorporated
herein by reference as Exhibit “B.”
2.
Method of
Exercise . The Option granted
hereunder shall be exercisable, from the Effective Date, as
hereinabove provided, by written notice which shall;
(i)
state the election
to exercise the Option, the number of Option Shares in respect of
which it is being exercised, the person in whose name the Option
Shares are to be issued (if the Option Shares are issued to
individuals), the names, addresses, and Social Security Numbers of
such persons;
(ii)
contain such
representations and agreements as to the holder’s investment
intent with respect to such Option Shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY’s
counsel;
(iii)
be signed by the
person or persons entitled to exercise the Option and, if the
Option is being exercised by any person or persons other than the
OPTIONEE, be accompanied by proof, satisfactory to counsel for the
COMPANY, of the right of such person or persons to exercise the
Option; and
(iv)
be accompanied by a
payment for the purchase price of those Option Shares with respect
to which the Option is being exercised in the form of cash or
check.
3.
Issuing of
Stock Certificates. The certificate or certificates
for the Option Shares as to which the Option shall be exercised
shall be registered in the name of the person or persons exercising
the Option and delivered to the COMPANY’s general counsel,
Bruce H. Haglund, Esq. (the “Escrow Holder”), Gibson,
Haglund & Paulsen, 2 Park Plaza, Suite 450, Irvine, California
92614, to be held in an escrow (the “Escrow”) for
the benefit of OPTIONEE and the COMPANY in accordance with the
terms of Section 7 below. The COMPANY shall not be required to
transfer or deliver any certificate or certificates for the Option
Shares purchased upon exercise of the Option granted hereunder
until (a) compliance with the terms of this Agreement, and (b)
compliance with all then applicable requirements of law.
4.
Stock Subject
to the Option. The COMPANY shall set aside the
number of Option Shares subject to be granted upon exercise of this
Option which the COMPANY now holds as authorized and unissued
shares. If the Option should expire or become unexercisable
for any reason without having been exercised in full, the
unpurchased Option Shares which were subject thereto shall be free
from any restrictions occasioned by this Option Agreement. If
the COMPANY has been listed on a stock exchange, the COMPANY will
not be required to issue or deliver any certificate or certificates
for shares to be issued hereunder until such shares have been
listed (or authorized for listing upon official notice of issuance)
upon each stock exchange on which outstanding shares of the same
class may then be listed and until the COMPANY has taken such steps
as may, in the opinion of counsel for the COMPANY, be required by
law and applicable regulations, including the rules and regulations
of the Securities and Exchange Commission, and state blue sky laws
and regulations, in connection with the issuance or sale of such
Option Shares. The COMPANY wi
