Attached files
EXHIBIT
10.14
WEED, INC.
NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTIONS
This Non-Qualified Stock Option Agreement consists
of this Notice of Grant of Non-Qualified Stock Options (the
“Grant
Notice”) and the
Non-Qualified Stock Option Award Agreement
(“Agreement”)
immediately following. The Non-Qualified Stock Option Agreement
sets forth the specific terms and conditions governing this grant
of Non-Qualified Stock Options. Capitalized terms used in this
Grant Notice but not otherwise defined herein, shall have the
meanings ascribed to them in the Agreement immediately
following.
|
Name of
Optionee:
|
|
|
|
|
|
|
|
Total
No. of shares of Stock subject to the Option:
|
|
|
|
|
|
|
|
Grant
Date:
|
|
|
|
|
|
|
|
Expiration
Date:
|
The tenth
anniversary of the Grant Date.
|
|
|
|
|
|
|
Exercise
Price:
|
$
,
which shall not be less than the Fair Market Value of one share of
Stock on the Grant Date.
|
|
|
|
|
|
|
Vesting
Schedule:
|
The Option shall
vest in accordance with the following schedule: (i) on the six
month anniversary of the Date of Grant, 33 1/3%; (ii) on the first
anniversary of the Date of Grant, 33 1/3%; and (iii) on the second
anniversary of the Date of Grant, the final 33 1/3%.
Notwithstanding
anything in this Grant Notice and Agreement to the contrary, 100%
of the shares of Stock subject to the Option shall vest upon the
earliest to occur of the following events: (i) a “Change
of Control” as defined in Section 7 of the Agreement;
(ii) termination of your employment by the Corporation without
“Cause” or by you without “Good Reason” as
defined in the Agreement; (iii) your death; (iv) your
“Disability” as defined in the Agreement; or
(v) an initial public offering pursuant to a registration
filed with, and declared effective, by the Securities and Exchange
Commission pursuant to the Securities Act that results in the
Corporation’s Stock begin listed on a national
exchange.
|
|
|
|
1
BY EXECUTING THIS NON-QUALIFIED STOCK OPTION AGREEMENT, THE
OPTIONEE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE
PROVISIONS OF THIS GRANT NOTICE AND THE AGREEMENT, AND AGREES THAT
THIS GRANT NOTICE AND AGREEMENT SHALL GOVERN THE TERMS AND
CONDITIONS OF THIS AWARD.
IN WITNESS
WHEREOF, the Corporation and
Optionee have duly executed this Non-Qualified Stock Option
Agreement, and this Non-Qualified Stock Option Agreement shall be
effective as of the Grant Date set forth above.
|
WEED, INC.
By:__________________________________
Print
Name: ___________________________
Its:
_________________________________
|
OPTIONEE
___________________________________
|
|
|
2
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
This
Non-Qualified Stock Option Award Agreement (“Agreement”)
is between WEED, Inc., a Nevada
corporation (“Corporation”)
and the individual (“Optionee”)
identified in the Notice of Grant of Non-Qualified Stock Options
(“Grant
Notice”), and is effective as of the grant date
referenced in the Grant Notice (“Grant
Date”). This Agreement supplements the Grant Notice to
which it is attached, and, together, with the Grant Notice,
constitutes the “Non-Qualified Stock Option Agreement”
referenced in the Grant Notice.
RECITALS
A. The
Corporation recognizes that Optionee’s services are uniquely
valuable to the Corporation.
B. In
recognition of such services, the Corporation’s Board of
Directors (the “Board”)
desires to approve this grant of non-qualified stock options to
Optionee to provide Optionee with an incentive for outstanding
performance.
C. In
consideration of the mutual covenants and conditions hereinafter
set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Corporation and Optionee agree as follows:
AGREEMENT
1. Definitions.
For purposes of this Agreement, the following terms shall have the
following meanings:
(a) “Cause”
shall have the meaning ascribed to it in the Employment
Agreement.
(b) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time. All references to the Code shall be interpreted to include
a reference to any applicable regulations, rulings or other
official guidance promulgated pursuant to such section of the
Code.
(c) “Disability”
shall have the meaning ascribed to it in the Employment
Agreement.
(d) “Employment
Agreement” means
the .
(e) “Fair Market
Value” means the closing price of one
share of Stock on the trading date immediately preceding the Grant
Date as reported on the OTCMKTS or such other exchange on which the
Stock is then traded (or if no such price was reported on such
date, the closing price of the Stock on the last trading day before
the Grant Date on which such closing price was
reported).
(f) “Good
Reason” shall have the meaning ascribed to it in the
Employment Agreement.
3
(g) “Stock”
means the common stock of the Corporation, $0.001 par value per
share.
2. Grant
of Option. Subject to
the terms of this Agreement, the Corporation grants to Optionee the
right and option to purchase from the Corporation all or any part
of the aggregate number of shares of Stock specified in the Grant
Notice (“Option”).
The Option granted under this Agreement is
not intended to
be an “Incentive Stock Option” under Section 422 of the
Code.
3. Exercise
Price. The exercise
price under this Agreement is the exercise price per share of Stock
specified in the Grant Notice, as determined by the Board, which
shall
not be less than the Fair Market Value of a share of Stock
on the Grant Date.
4. Vesting
of Option. Subject to
Optionee’s continued service and as otherwise provided in the
Grant Notice, the Option shall vest and become exercisable
according to the vesting schedule set forth in the Grant
Notice.
5. Exercise
of Option. This
Option may be exercised in whole or in part at any time after it
vests in accordance with Section 4 and before the Option
expires by delivery of a written notice of exercise (under
Section 6 below)
and payment of the exercise price. The exercise price may be paid
including, but not limited to, a cashless exercise, in cash or such
other method permitted by the Board and communicated to Optionee
before the date Optionee exercises the Option.
6. Method
of Exercising Option.
Subject to the terms of this Agreement, the Option may be exercised
by timely delivery to the Corporation of written notice, which
notice shall be effective on the date received by the Corporation.
The notice shall state Optionee’s election to exercise the
Option and the number of underlying shares in respect of which an
election to exercise has been made. Such notice shall be signed by
Optionee, or if the Option is exercised by a person or persons
other than Optionee because of Optionee’s death or
Disability, such notice must be signed by such other person or
persons and shall be accompanied by proof acceptable to the
Corporation of the legal right of such person or persons to
exercise the Option.
7. Change of
Control.
Notwithstanding any other provisions of this Agreement, any
unvested portion of the Option shall fully vest if Optionee is
actively employed by the Corporation (or actively providing
services as a member of the Corporation’s Board of Directors)
on the date of the closing of a transaction that results in a
Change of Control. For purposes of this Agreement,
“Change of
Control” means: (i) any reorganization, consolidation
or merger of the Corporation (except one in which the holders of
capital stock of the Corporation immediately prior to such merger
or consolidation continue to hold at least a majority of the voting
power of the capital stock of the surviving corporation) or any
other transaction pursuant to which any person or entity acquires
at least a majority of the outstanding voting stock of the
Corporation or the entity surviving such transaction; or (ii) any
disposition of all or substantially all of the assets of the
Corporation. Notwithstanding anything in this Agreement to the
contrary, if the Corporation concludes, in the exercise of its
discretion, that the Option is subject to Section 409A of the Code,
then a transaction will not be considered a “Change of
Control” for purposes of this Agreement unless the Change of
Control constitutes a “change in control event” as
defined in Treasury Regulation Section 1.409A-3(i)(5).
4
8. Automatic
Exercise of the Option. If the Option vests pursuant to
Section 7 above,
then upon or immediately prior to the Change of Control, without
any action on the part of Optionee, the Option shall be canceled in
exchange for a cash payment equal to (i) the number of shares of
Stock subject to the Option multiplied by (ii) the amount by which
the per share cash consideration payable to the Corporation in
connection with the Change of Control exceeds the per share
exercise price of the Option. Any such payment shall be made within
thirty (30) days following the closing of the transaction that
results in the Change of Control.
9. Term
of Option. The Option
granted under this Agreement expires, unless sooner terminated, ten
(10) years from the Grant Date, through and including the normal
close of business of the Corporation on the tenth (10th) anniversary of the
Grant Date (the “Expiration
Date”).
10. Termination
of Service.
(a) If Optionee’s
service is terminated by the Corporation without Cause, or by
Optionee with Good Reason, the Option shall be fully vested and
shall not lapse (to the extent not exercised) until the Expiration
Date. The Option may be exercised pursuant to this Section 10(a) only if the
Option was exercisable by Optionee immediately prior to
Optionee’s termination of service. In no event shall the
Option be exercisable after the Expiration Date.
(b) If Optionee’s
service is terminated for any reason other than those described in
Section 10(a), the
Option shall lapse (to the extent not exercised) on the earlier of:
(i) the Expiration Date; or (ii) six (6) months after the date
Optionee’s service is terminated; provided, that, if Optionee’s
service is terminated for Cause, the Option shall immediately lapse
which means that the Option shall not be exercisable by Optionee
regardless of whether the Option is already vested. The Option may
be exercised pursuant to this Section 10(b) only if the
Option was exercisable by Optionee immediately prior to his
termination of service. In no event shall the Option be exercisable
after the Expiration Date.
11. Death
or Disability. Upon Optionee’s death or Disability,
the Option shall be fully vested and shall not lapse (to the extent
not exercised) until the Expiration Date. Upon Optionee’s
death, the Option may be exercised by the Optionee’s estate,
by a person who acquired the right to exercise the Option by
bequest or inheritance or by the person designated to exercise the
Option upon the Optionee’s death.
12. IPO.
The Option shall be fully vested in connection with upon the
closing of an initial public stock offering of the Company's common
stock, the result of which is that the Company's common stock is
traded on a national securities exchange, or through the NASD's
National Market System.
13. Withholding;
Tax Advice. The
Corporation shall have the power to withhold, or require Optionee
to remit to the Corporation, the amount necessary to satisfy
federal, state, and local withholding tax requirements with respect
to the exercise of the Option. To the extent that alternative
methods of withholding are available under applicable tax laws, the
Corporation shall have the power to choose among such methods. To
the extent permissible under applicable tax, securities, and other
laws, the Corporation may, in its sole discretion, permit Optionee
to satisfy a tax withholding requirement by: (a) using already
owned shares of Stock that have been held by Optionee for at least
six (6) months or longer (which holding period may be waived
by the Corporation); (b) a broker-assisted
“cashless” transaction; (c) directing the
Corporation to apply shares of Stock to which Optionee is otherwise
entitled to satisfy the required withholding amount; or
(d) personal check or other cash equivalent acceptable to the
Corporation. The Optionee hereby acknowledges that neither the
Corporation nor any of its representatives has provided to Optionee
any tax-related advice with respect to the matters covered by this
Agreement. The Optionee understands and acknowledges that Optionee
is solely responsible for obtaining his own tax advice with respect
to the matters covered by this Agreement.
5
14. Nontransferability
of Options. The
Options granted by this Agreement shall not be transferable by
Optionee or any other person claiming through Optionee, either
voluntarily or involuntarily, except by will or the laws of descent
and distribution or as permitted by the Board.
15. No
Right to Continued Service. This Agreement
shall not be construed to confer upon Optionee any right to
continue service with the Corporation and shall not limit the right
of the Corporation, in its sole and absolute discretion, to
terminate Optionee’s service at any time.
16. Administration.
This Agreement shall at all times be administered by the Board. The
Board shall have the sole and complete discretion with respect to
all matters under this Agreement and decisions of the Board with
respect thereto and to this Agreement shall be final and binding
upon Optionee and the Corporation.
17. Adjustments.
Notwithstanding anything in this Agreement to the contrary, in the
event of any stock splits, reverse stock splits, stock dividends,
consolidations, recapitalizations, reorganizations or other changes
in the Corporation’s capital structure, the Board shall make
an equitable proportionate adjustment in the number of shares of
Stock subject to the Option, as appropriate, to prevent the
dilution or enlargement of Optionee’s rights under this
Agreement.
18. Compliance
with Applicable Laws.
The Corporation shall not be required to deliver any shares of
Stock pursuant to the exercise of the Option if, in the opinion of
counsel for the Corporation, such issuance would violate the
Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, or any other applicable federal or state
securities laws, regulations, or rules of the exchange or quotation
system on which the shares of Stock are listed. Notwithstanding
anything herein to the contrary, the Corporation shall not be
required to issue or deliver any certificates evidencing shares of
Stock, make any book entry credits, or take any other action to
evidence the ownership of shares of Stock pursuant to the exercise
or settlement of the Option, unless and until the Corporation has
determined, with advice of counsel, that the issuance and delivery
of such certificates, book entry credits, or other evidence of
ownership, is in compliance with all applicable laws, regulations
of governmental authorities and, if applicable, the requirements of
any exchange or quotation system on which the shares of Stock are
listed, quoted or traded. All Stock certificates, book entry
credits, or other evidence of ownership delivered pursuant to this
Agreement are subject to any stop-transfer orders and other
restrictions as the Corporation deems necessary or advisable to
comply with applicable law and the rules and regulations and the
rules of any national securities exchange or automated quotation
system on which the Stock is listed, quoted, or traded. The
Corporation may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and
conditions provided herein, the Corporation may require that
Optionee make such reasonable covenants, agreements, and
representations as the Corporation, in its discretion, deems
advisable in order to comply with any such laws, regulations, or
requirements.
6
19. No
Shareholders Rights.
The Optionee will have no voting rights or any other rights as a
shareholder of the Corporation with respect to the Option until
Optionee has become the holder of record of such shares of Stock
underlying the Option.
20. Governing
Law. This Agreement
shall be interpreted and administered under the laws of the State
of Arizona.
21. Amendment.
This Agreement may only be amended with the written approval of
Optionee and the Corporation, provided, that, to the extent any
modification, alteration or amendment is made pursuant to the
adjustment provisions of Section 17, or is necessary to
comply with any provision of applicable law, rule or regulation, or
to secure favorable tax treatment for Optionee or the Corporation,
the Corporation may act unilaterally to modify, alter or amend the
Agreement. The provisions of this Agreement may not be waived or
modified unless such waiver or modification is in writing and
signed by a representative of the Board.
22. Entire
Agreement; Severability. This Agreement constitutes the entire,
final, and complete agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior
agreements, promises, understandings, negotiations,
representations, and commitments, both written and oral, between
the parties hereto with respect to the subject matter hereof. If
any provision of this Agreement, or the application of any such
provision to any person or circumstance, is held to be
unenforceable or invalid by any court of competent jurisdiction or
under any applicable law, the parties hereto shall negotiate an
equitable adjustment to the provisions of this Agreement with the
view to effecting, to the greatest extent possible, the original
purpose and intent of this Agreement, and in any event, the
validity and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.
|
|
7