Attached files
| file | filename |
|---|---|
| S-1/A - BAETA CORP | v171420_s1a.htm |
| EX-5.1 - BAETA CORP | v171420_ex5-1.htm |
| EX-23.1 - BAETA CORP | v171420_ex23-1.htm |
| EX-10.20 - BAETA CORP | v171420_ex10-20.htm |
| EX-10.12.16 - BAETA CORP | v171420_ex10-12x16.htm |
BAETA
CORP.
AWARD
LETTER
MEMORANDUM
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TO:
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Leroy Smith
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FROM:
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BAETA
CORP.
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DATE:
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February 3,
200_
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SUBJECT:
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2009
STOCK OPTION
PLAN
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I am
pleased to inform you that the Board of Directors recently awarded you an
incentive stock option to purchase 800,000 shares of the
Company's common stock at an exercise price of $ 0.50 per share. This
option was granted on February 3, 2009 under the 2009
Stock Option Plan and will vest in five equal annual increments on each of
the first ___________ anniversaries of the grant date.
Please
enter your address on the enclosed Stock Option Agreement, sign the original
copy of the agreement and return it to me by February 6, 2009. A duplicate copy
of the agreement is included for your files. Enclosed with your copy of the
agreement is a copy of the 2009 Stock Option Plan.
If you
desire to exercise a vested portion of your option, I will assist you in arranging for the
execution of the necessary papers. If you have any questions regarding your
option, please contact me. CONGRATULATIONS!
/s/ Alexander
Gak
Dr. Alexander
Gak
CEO and
Chairman
Enclosures
SPOUSAL
CONSENT
The
undersigned is the spouse of the Optionee referred to in the attached
Non-Statutory Stock Option Agreement (the "Agreement"). The undersigned
acknowledges that he or she:
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(1)
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has
received, reviewed and understands the terms of the Agreement (including
its attachments);
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(2)
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consents
to the Agreement. and agrees to be bound by its terms to the extent that
he or she now has or may obtain any interest in the Option or Shares
covered by the Agreement; and
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(3)
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understands
that the Company is relying upon this consent in entering into the
Agreement and in not taking further steps to protect its
interests.
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Date
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Signature
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|||
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2/3/2009
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/s/ Lisbet Smith
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Name:
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Lisbet Smith
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BAETA
CORP.
NON-QUALIFIED
STOCK OPTION AGREEMENT
UNDER
THE 2009 STOCK OPTION PLAN
THIS
AGREEMENT is made as of February 3, 2009, between BAETA
CORP., a
New Jersey corporation (the “Company”), and (the
“Optionee”).
THE
PARTIES AGREE AS FOLLOWS:
1. Option
Grant. The
Company hereby grants to the Optionee an option (the “Option”) to purchase the
number of shares of the Company's common stock (the “Shares”), for an exercise
price per share (the “Option Price”) and based upon a Grant Date, all as set
forth below:
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Shares
under option:
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800,000
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Option
Price per Share:
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$0.50
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Grant
Date:
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February
3, 2009
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Vesting:
Your option shall vest according to the following schedule, provided you
continue your relationship with the Company or a related
corporation.
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Period
of Your Continuous
Relationship
With the Company or a Related Corporation From the Date
Option is Granted
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Portion
of Total Option
Which is Exercisable
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After
1 year 200,000
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25%
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After
2 years 200,000
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25%
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After 3
years 200,000
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25%
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After 4
years 200,000
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25%
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Exercise:
The vested portion of the option may be exercised, in whole or in part, but not
as to any fractional shares, during the term of the option. During your lifetime
only you can exercise the option. The Plan also provides for exercise of the
option by the personal representative of your estate or the beneficiary thereof
following your death.
The
Option will be subject to all of the terms and conditions set forth herein and
in the Company's 2009 Stock Option Plan (the “Option Plan”), a copy of which is
attached hereto and incorporated by reference. The Option granted hereunder will
be a nonstatutory or nonqualified option for tax purposes.
2. Stockholder
Rights. No
rights or privileges of a stockholder in the Company are conferred by reason of
the granting of the Option. Optionee will not become a stockholder in the
Company with respect to
the Shares unless and until the Option has been properly exercised and the
Option Price fully paid as to the portion of the Option exercised.
3. Termination. Subject to earlier
termination as provided in the Option Plan, this Option
will expire, unless previously exercised in full, on .
4. Terms of
the Option Plan. The Optionee understands
that the Option Plan includes important terms and conditions that apply to this
Option. Those terms include (without limitation): important conditions to the
right of the Optionee to exercise the Option; important restrictions on the
ability of the Optionee to transfer the Option or to transfer Shares received
upon exercise of the Option; and early termination of the Option following the
occurrence of certain events, including the Optionee no longer being an
employee, director, consultant or independent contractor to or of the Company or
its subsidiaries. The Optionee
acknowledges that he or
she has read the Option Plan, agrees to be bound by its terms, and makes each
of the representations
required to be made by the Options under it.
5. Method of
Exercise. The Option shall be
exercised by written notice in the form of Exhibit A hereto, directed to the
Company at the Company's address set forth above, duly executed by the Optionee,
specifying the number of shares being purchased and accompanied by cash or check
payable to the order of the Company in full payment of the Purchase Price for
the number of Shares being purchased.
6. Miscellaneous. This Agreement (together
with the Option Plan) sets forth the complete agreement of the parties
concerning the subject matter hereof, superseding all prior agreements,
negotiations and understandings. This Agreement will be governed by the
substantive law of the State of New Jersey, and may be executed in
counterparts.
The
parties hereby have entered into this Agreement as of the date set forth
above.
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BAETA
CORP
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“Optionee”
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By:
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/s/ Alexander Gak
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/s/
Leroy Smith
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Title:
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CEO
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Name:
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Leroy
Smith, Jr.
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Address:
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121 Leonia Ave
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Leonia,
NJ 02605
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Attachments:
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(1)
Spousal Consent
(2)
2009 Stock Option Plan
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