Employment Contract – Warrant Offering
Between
COMPANY X INC.
And
[ ]
1. Introduction. Agreement made 1st July 2011 between Company X Inc., (the Employer or the Company), and [ ] (the Employee).
2. Conditions Precedent. This Agreement is entirely conditional upon the restructuring of the capital of the Company so that that the authorised share capital is at least 48 million shares and the issued Common Stock and Preference Stock is at least 32 million shares, the finalisation of a Series A Financing Round in the amount of at least US$1,000,000, and the execution of formalities associated with the creation of a stock option plan (the Conditions). The Company shall inform Employee when these Conditions have been satisfied (the Vesting Date).
2. Grant of Warrants. Subject to the Conditions, the Employer grants to Employee the warrant (the Warrant) of purchasing shares of Employer’s common stock (the Shares) in the amounts, at the price, and subject to all the terms and conditions set out in this Agreement.
3. Grant Date of Warrant. The grant date of this Warrant is the date of the satisfaction of the Conditions.
4. Total Number of Shares Available. The total number of Shares that may be purchased by Employee pursuant to this Agreement is 320,000 Shares, provided that this figure shall not exceed, at the Vesting Date, 1% of the issued share capital of the Company.
5. Warrant Price. The price at which Employee may buy the Shares is of $0.00125 per Share as set out in Section 12.
6. When Warrant Exercisable. Employee may exercise the Warrant right at any time between the Vesting Date and up to the expiry date of the Warrant.
7. Warrant Not Exercisable if Employee in Default. The Warrant rights granted by this Agreement may not be exercised if Employee is in default of any obligations owed to the Employer. Refer to employment letter agreement for full details.
8. Warrant Not Transferable. Employee’s warrant rights may be exercised only by Employee or Employee’s personal representatives during Employee’s lifetime.
9. Manner in Which Warrant is Exercised During Employee’s Lifetime. Any of Employee’s Warrant rights may be exercised by Employee. The notice shall state the number of Shares to be purchased and shall be accompanied by a certified check payable to Employer for the purchase price of Shares purchased. Following payment of the check, the Employer shall issue a certificate or certificates for the Shares purchased or register the share sale in the share registry in Employee’s name and notify the Employee of such registration.
10. Violation of Law. The Warrant granted by this Agreement may not be exercised if its exercise would violate any applicable state securities law, any registration under or any requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules of an exchange on which the Shares are traded, any other Federal law, or any law of Washington State.
11. Unregistered Stock. If a registration statement for the Shares is not in effect or if Employer’s attorney requires writing from Employee to avoid violation of the Securities Act of 1933, as amended, the Employer may require a written commitment from the person exercising the Warrant before delivery of the certificate or certificates for the Shares. The Commitment shall be in a form prescribed by Employer. It will state that it is the intent of the person exercising the Warrant to acquire the Shares for investment only and not with the intent of transferring or reselling them; that the person exercising the Warrant has been told that the Shares may be “restricted shares” pursuant to Rule 144 of the Securities and Exchange Commission and that any resale, transfer, or other distribution of the Shares may only be made in conformity with Rule 144, the Securities Act of 1933, as amended, or any other federal statute, rule, or regulation. Employer may place a legend on the face of the certificate or certificates in accordance with this Commitment and may refuse to permit transfer of the Shares unless it receives satisfactory evidence that the transfer will not violate Rule 144, the Securities Act of 1933, as amended, or any other federal statute, rule, or regulation.
12. Warrant Offering.
Stock Option Grant Number 1
Date of Grant:Satisfaction of Conditions
Purchase price per share:US$0.00125
Shares granted:80,000
Vesting Date:September 30, 2011
Expiration Date:September 30, 2012
Stock Option Grant Number 2
Date of Grant:October 1, 2011
Purchase price per share:US$0.00125
Shares granted:80,000
Vesting Date:December 31, 2011
Expiration Date:December 31, 2012
Stock Option Grant Number 3
Date of Grant:January 1, 2012
Purchase price per share:US$0.00125
Shares granted:80,000
Vesting Date:March 31, 2012
Expiration Date:March 31, 2013
Stock Option Grant Number 2
Date of Grant:April 1, 2012
Purchase price per share:US$0.00125
Shares granted:80,000
Vesting Date:June 30, 2012
Expiration Date:June 30, 2013
This agreement is entered into by Mr. Y, CEO of Company X Inc. this 1st July 2011.
______
Mr.Y, CEO
______
Employee