TECHALT, INC.
2005 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(Non-Qualified Stock Option)
Employee/Optionee:
_____________________
Number of Shares:
____________________Shares
Exercise Price:
$ _________ per Share
Date of Grant:
_____________________
Exercise Period:
A period of ___ Years from the Date of Grant
Vesting Schedule:
Percentage
of Shares
Date (from Grant Date)
-----------
----
______*
__________
______*
__________
______*
__________
______*
__________
*rounded to the next whole number of
Shares
THIS OPTION AGREEMENT (the "Agreement") is entered into effective
as
of the _______ day of __________, 2005 by
and between TECHALT, Inc., a Nevada
corporation (the "Company"), and the
individual designated above (the
"Optionee").
RECITALS
A. The
2005 Stock Option Plan (the "Plan") was adopted by the Company
on
_____________, 2005, and by the
shareholders on ____________, 2005; and
B. The
Optionee performs valuable service for the Company, a Subsidiary
or
a Parent; and
C. As of
the date hereof, the Board of Directors of the Company granted
the Option as provided herein;
NOW,
THEREFORE, the parties agree to the terms and conditions
herein,
including the recitals.
<PAGE>
1. Grant of Option.
1.1
Option. An option (the "Option") to purchase shares of the
Company's
Common Stock, $0.001 par value per share,
(the "Shares") is hereby granted to
the Optionee.
1.2 Number
of Shares. The number of Shares that the Optionee can purchase
upon exercise of the Option and the dates
which the Option can first be
exercised are set forth above.
1.3 Date
of Grant. The date the Option is granted (the "Date of Grant")
is
set forth above.
1.4
Exercise Price. The price the Optionee must pay to the Company
to
exercise the Option (the "Exercise Price")
is set forth above.
1.5 Type
of Option. The Option is intended to qualify as a Non-Qualified
Stock Option.
1.6
Construction. This Agreement shall be construed in accordance
and
consistent with, and subject to, the
provisions of the Plan (the provisions of
which are incorporated herein by reference)
and, except as otherwise expressly
set forth herein, the capitalized terms
used in this Agreement shall have the
same definitions as set forth in the Plan.
Where the provisions of this
Agreement and the Plan conflict, the
provisions of the Plan shall control.
1.7
Condition. The Option is conditioned on the Optionee's execution
of
this Agreement. If this Agreement is not
executed by the Optionee it may be
canceled by the Committee.
2. Duration.
The Option
shall be exercisable to the extent and in the manner provided
herein during the Exercise Period, which is
set forth above; provided, however,
that the Option may be earlier terminated
as provided in the Plan or in Section
1.7, Section 5 and Section 6 hereof.
3. Vesting.
The Option
shall vest, and may be exercised, with respect to the Shares,
on or after the dates set forth above,
subject to earlier termination of the
Option as provided in Section 1.7, Section
5 and Section 6 hereof or as provided
in the Plan. The right to purchase the
Shares as they become vested shall be
cumulative and shall continue during the
Exercise Period unless sooner
terminated as provided herein.
4. Manner of Exercise and
Payment.
4.1 To
exercise the Option, the Optionee must deliver a completed copy
of
the Option Exercise Form, attached hereto
as Exhibit A, to the address indicated
on such Form or such other address
designated by the Company from time to time.
The Option may be exercised in whole or in
part with respect to the vested
portion of this Option; provided, however,
the Committee may establish a minimum
number of Shares (e.g., 100) for which an
Option may be exercised at a
particular time. Subject to the provisions
of the Plan and the other provisions
of this Agreement, within thirty (30) days
of delivery of the Option Exercise
Form payment of the Exercise Price, the
Company shall deliver certificates
evidencing the Shares to the Optionee, duly
endorsed for transfer to the
Optionee, free and clear of all liens,
security interests, pledges or other
claims or charges. Contemporaneously with
the delivery of the Option Exercise
Form, Optionee shall tender the Exercise
Price to the Company, by cash, check,
wire transfer or such other method of
payment (e.g., delivery or attestation of
Shares already owned) as may be acceptable
to the Committee pursuant to the
Plan.
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<PAGE>
4.2 The
Optionee shall not be deemed to be the holder of, or to have
any
of the rights of a holder with respect to
any Shares subject to the Option until
(i) the Option shall have been exercised
pursuant to the terms of this Agreement
and the Optionee shall have paid the full
Exercise Price for the number of
Shares in respect of which the Option was
exercised, (ii) the Company shall have
issued and delivered the Shares to the
Optionee, and (iii) the Optionee's name
shall have been entered as a stockholder of
record on the books of the Company,
whereupon the Optionee shall have full
voting and other ownership rights with
respect to such Shares.
5. Termination of
Employment.
5.1
Termination of Employment Due to Death. In the event of the death
of
the Optionee during the Exercise Period,
the unvested portion of the Option
shall terminate on the date of the
Optionee's death. The unexercised and vested
portion of the Option may be exercised by
the Optionee's estate on or before the
last day of the fifteenth calendar month
following the month in which the death
of the Optionee occurs, whereafter, the
remaining unexercised portion of such
Option shall terminate Under these
circumstances, any unexercised and vested
portion of the Option will be exercisable
at any time prior to such termination
by the Optionee's estate, or by such person
or persons who have acquired the
right to exercise the Option by bequest or
by inheritance or by reason of the
death of the Optionee.
5.2
Termination of Employment Due to Disability. If an Optionee's
status
as an Employee is terminated at any time
during the Exercise Period by reason of
the disability of the Optionee within the
meaning of Section 22(e)(3) of the
Code, the unvested portion of the Option
held by such Optionee shall terminate
on the date of termination of the
Optionee's employment (such date being the
"Date of Disability"). The unexercised and
vested portion of the Option may be
exercised by the Optionee on or before the
last day of the fifteenth calendar
month following the month in which the Date
of Disability occurred, whereafter,
the remaining unexercised portion of such
Option shall terminate.
5.3
Termination of Employment for Other Reasons.
5.3.1 If Optionee's status as an Employee is terminated by the
Optionee at any time after the grant of an
Option and during the Exercise Period
for any reason other than death or
disability, as provided in Sections 5.1 and
5.2 hereof, then any unexercised and vested
portion of the Option terminates
ninety (90) days following Optionee's
termination of status as an Employee. Any
Shares subject either to the unvested
portion of the Option or to the vested
portion of the Option not exercised within
the foregoing ninety (90) day period
shall revert back into the pool of Common
Stock available for the issuance of
options as established under the Plan.
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<PAGE>
5.3.2 If Optionee's status as an Employee is terminated by the
Company during the Exercise Period, and
such termination is for "cause" (such
termination being referred to as a
"Termination for Cause"), then all shares
covered by this Option (both the vested and
unvested portion thereof) shall
terminate on the date of termination of
Optionee's status as an Employee, and
any Shares subject to the unexercised
portion of such Options shall revert back
into the pool of Common Stock available for
the issuance as established under
the Plan. For purposes of this Section 5.3,
Termination for Cause shall mean a
termination due to objective evidence of
any of the following: (i) an act or
omission by the Optionee constituting
active and deliberate dishonesty, as
established by a final judgment or actual
receipt of an improper benefit or
profit in money, property or services; (ii)
the Optionee's continuous failure or
the Optionee's refusal to perform his, her
or its duties assigned to such
Optionee by the Company (or to perform
according to the reasonable expectations
and standards set by the Committee and/or
management consistent with Optionee's
title and position) after receipt of notice
of such failure from the Company
specifying how the Optionee has so failed
to perform and being a reasonable
opportunity to cure such performance as
determined by the Committee in its sole
discretion; (iii) materia
