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Exhibit 4.3
CYBERTEL COMMUNICATIONS CORP.
2000 STOCK OPTION PLAN
1. PURPOSE. This Stock Option Plan (the "Plan") is intended to
serve as an incentive to, and to encourage stock ownership by, certain eligible
participants rendering services to Cybertel Communications CORP., a Nevada
corporation (the "Corporation"), and certain affiliates as set forth below, so
that they may acquire or increase their proprietary interest in the Corporation.
2. ADMINISTRATION.
2.1 COMMITTEE. The Plan shall be administered by the
Board of Directors of the Corporation (the "Board of Directors") or a
committee of two or more members appointed by the Board of Directors (the
"Committee") who are Non-Employee Directors as defined in Rule 16b-3
promulgated under Section 16 of the Securities Exchange Act of 1934 and an
outside director as defined in Treasury Regulation Section 1.162-27(e)(3).
The Committee shall select one of its members as Chairman and shall appoint a
Secretary, who need not be a member of the Committee. The Committee shall
hold meetings at such times and places as it may determine and minutes of
such meetings shall be recorded. Acts by a majority of the Committee in a
meeting at which a quorum is present and acts approved in writing by a
majority of the members of the Committee shall be valid acts of the Committee.
2.2 TERM. If the Board of Directors selects a Committee,
the members of the Committee shall serve on the Committee for the period of time
determined by the Board of Directors and shall be subject to removal by the
Board of Directors at any time. The Board of Directors may terminate the
function of the Committee at any time and resume all powers and authority
previously delegated to the Committee.
2.3 AUTHORITY. The Committee shall have sole discretion
and authority to grant options under the Plan to eligible participants rendering
services to the Corporation or any "parent" or "subsidiary" of the Corporation
("Parent or Subsidiary"), as defined in Section 424 of the Internal Revenue Code
of 1986, as amended (the "Code"), at such times, under such terms and in such
amounts as it may decide. For purposes of this Plan and any Stock Option
Agreement (as defined below), the term "Corporation" shall include any Parent or
Subsidiary, if applicable. Subject to the express provisions of the Plan, the
Committee shall have complete authority to interpret the Plan, to prescribe,
amend and rescind the rules and regulations relating to the Plan, to determine
the details and provisions of any Stock Option Agreement, to accelerate any
options granted under the Plan and to make all other determinations necessary or
advisable for the administration of the Plan.
2.4 TYPE OF OPTION. The Committee shall have full
authority and discretion to determine, and shall specify, whether the eligible
individual will be granted options intended to qualify as incentive options
under Section 422 of the Code ("Incentive Options") or options which are not
intended to qualify under Section 422 of the Code ("Non-Qualified Options");
provided, however, that Incentive Options shall only be granted to employees of
the Corporation, or a Parent
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or Subsidiary thereof, and shall be subject to the special limitations set forth
herein attributable to Incentive Options.
2.5 INTERPRETATION. The interpretation and construction
by the Committee of any provisions of the Plan or of any option granted under
the Plan shall be final and binding on all parties having an interest in this
Plan or any option granted hereunder. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any option granted under the Plan.
3. ELIGIBILITY.
3.1 GENERAL. All directors, officers, employees of and
certain persons rendering services to the Corporation, or any Parent or
Subsidiary, relative to the Corporation's, or any Parent's or Subsidiaries',
management, operation or development shall be eligible to receive options under
the Plan. The selection of recipients of options shall be within the sole and
absolute discretion of the Committee. No person shall be granted an option under
this Plan unless such person has executed the grant representation letter set
forth on Exhibit "A," as such Exhibit may be amended by the Committee from time
to time and no person shall be granted an Incentive Option under this Plan
unless such person is an employee of the Corporation, or a Parent or Subsidiary,
on the date of grant. No person shall be granted more than 500,000 options in
any one-year period.
3.2 TERMINATION OF ELIGIBILITY.
3.2.1 If an optionee ceases to be employed by the
Corporation, or its Parent or Subsidiary, is no longer an officer or member of
the Board of Directors of the Corporation or no longer performs services for the
Corporation, or its Parent or Subsidiary for any reason (other than for "cause,"
as hereinafter defined, or such optionee's death), any option granted hereunder
to such optionee shall expire three months after the date of the occurrence
giving rise to such termination of eligibility (or 1 year in the event an
optionee is "disabled," as defined in Section 22(e)(3) of the Code) or 6 months
if the Committee so designates in the option agreement with respect to
Non-Qualified options or upon the date it expires by its terms, whichever is
earlier. Any option that has not vested in the optionee as of the date of such
termination shall immediately expire and shall be null and void. The Committee
shall, in its sole and absolute discretion, decide, utilizing the provisions set
forth in Treasury Regulations Section 1.421-7(h), whether an authorized leave of
absence or absence for military or governmental service, or absence for any
other reason, shall constitute termination of eligibility for purposes of this
Section.
3.2.2 If an optionee ceases to be employed by the
Corporation, or its Parent or Subsidiary, is no longer an officer or member of
the Board of Directors of the Corporation, or no longer performs services for
the Corporation, or its Parent or Subsidiary and such termination is as a result
of "cause," as hereinafter defined, then all options granted hereunder to such
optionee shall expire on the date of the occurrence giving rise to such
termination of eligibility or upon the date it expires by its terms, whichever
is earlier, and such optionee shall have no rights with respect
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to any unexercised options. For purposes of this Plan, "cause" shall mean an
optionee's personal dishonesty, misconduct, breach of fiduciary duty,
incompetence, intentional failure to perform stated obligations, willful
violation of any law, rule, regulation or final cease and desist order, or any
material breach of any provision of this Plan, any Stock Option Agreement or any
employment agreement.
3.3 DEATH OF OPTIONEE AND TRANSFER OF OPTION. In the
event an optionee shall die, an option may be exercised (subject to the
condition that no option shall be exercisable after its expiration and only to
the extent that the optionee's right to exercise such option had accrued at the
time of the optionee's death) at any time within six months after the optionee's
death by the executors or administrators of the optionee or by any person or
persons who shall have acquired the option directly from the optionee by bequest
or inheritance. Any option that has not vested in the optionee as of the date of
death or termination of employment, whichever is earlier, shall immediately
expire and shall be null and void. No option shall be transferable by the
optionee other than by will or the laws of intestate succession.
3.4 LIMITATION ON INCENTIVE OPTIONS. No person shall be
granted any Incentive Option to the extent that the aggregate fair market value
of the Stock (as defined below) to which such options are exercisable for the
first time by the optionee during any calendar year (under all plans of the
Corporation as determined under Section 422(d) of the Code) exceeds $100,000.
4. IDENTIFICATION OF STOCK. The Stock, as defined herein, subject
to the options shall be shares of the Corporation's authorized but unissued or
acquired or reacquired common stock (the "Stock"). The aggregate number of
shares subject to outstanding options shall not exceed 2,500,000 shares of Stock
(subject to adjustment as provided in Section 6). If any option granted
hereunder shall expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for
purposes of this Plan.
5. TERMS AND CONDITIONS OF OPTIONS. Any option granted pursuant
to the Plan shall be evidenced by an agreement ("Stock Option Agreement") in
such form as the Committee shall from time to time determine, which agreement
shall comply with and be subject to the following terms and conditions:
5.1 NUMBER OF SHARES. Each option shall state the number
of shares of Stock to which it pertains.
5.2 OPTION EXERCISE PRICE. Each option shall state the
option exercise price, which shall be determined by the Committee; provided,
however, that (i) the exercise price of any Incentive Option shall not be less
than the fair market value of the Stock, as determined by the Committee, on the
date of grant of such option, (ii) the exercise price of any Incentive Option
granted to any person who owns more than 10% of the total combined voting power
of all classes of the Corporation's stock, as determined for purposes of Section
422 of the Code, shall not be less than 110% of the fair market value of the
Stock, as determined by the Committee, on the date of grant of such option, and
(iii) the exercise price of any Non-Qualified Option shall not be less than 85 %
of the fair market value of the Stock, as determined by the Committee, on the
date of
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grant of such option. In the event that the fair market value of the price of
the common stock declines below the price at which the option is granted, the
Committee shall have the discretion and authority to cancel, reduce, or
otherwise modify the price of any unexercised option, including, but not limited
to, a regrant of the option at a new price more commensurate with the fair
market value of the stock. The Committee must receive the approval of the Board
of Directors before any action is taken in accordance with this provision.
5.3 TERM OF OPTION. The term of an option granted
hereunder shall be determined by the Committee at the time of grant, but shall
not exceed five years from the date of the grant. All options shall be subject
to early termination as set forth in this Plan. In no event shall any option be
exercisable after the expiration of its term.
5.4 METHOD OF EXERCISE. An option shall be exercised by
written notice to the Corporation by the optionee (or successor in the event of
death) and execution by the optionee of an exercise representation letter in the
form set forth on Exhibit "B," as such Exhibit may be amended by the Committee
from time to time. Such written notice shall state the number of shares with
respect to which the option is being exercised and designate a time, during
normal business hours of the Corporation, for the delivery thereof ("Exercise
Date"), which time shall be at least 30 days after the giving of such notice
unless an earlier date shall have been mutually agreed upon. At the time
specified in the written notice, the Corporation shall deliver to the optionee
at the principal office of the Corporation, or such other appropriate place as
may be determined by the Committee, a certificate or certificates for such
shares. Notwithstanding the foregoing, the Corporation may postpone delivery of
any certificate or certificates after notice of exercise for such reasonable
period as may be required to comply with any applicable listing requirements of
any securities exchange. In the event an option shall be exercisable by any
person other than the optionee, the required notice under this Section shall be
accompanied by appropriate proof of the right of such person to exercise the
option.
5.5 MEDIUM AND TIME OF PAYMENT. The option exercise price
shall be payable in full on or before the option Exercise Date in any one of the
following alternative forms:
5.5.1 Full payment in cash or certified bank or
cashier's check;
5.5.2 Full payment in shares of Stock having a fair
market value on the Exercise Date in the amount equal to the option exercise
price;
5.5.3 Through a special sale and remittance procedure
pursuant to which the optionee shall concurrently provide irrevocable written
instruction to (a) a Corporation-designated brokerage firm to effect the
immediate sale of the purchased shares and remit to the Corporation, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased shares plus all applicable
Federal, state and
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local income and employment taxes required to be withheld by the Corporation by
reason of such exercise and (b) the Corporation to deliver the certificates for
the purchased shares directly to such brokerage firm in order to complete the
sale.
5.5.4 A combination of the consideration set forth in
Sections 5.5.1, 5.5.2 and 5.5.3 equal to the option exercise price; or
5.5.5 Any other method of payment complying with the
provisions of Section 422 of the Code with respect to Incentive Options provided
that the terms of payment are established by the Committee at the time of grant
and any other method of payment established by the Committee with respect to
Non-Qualified Options.
5.6 FAIR MARKET VALUE. The fair market value of a share
of Stock on any relevant date shall be determined in accordance with the
following provisions:
5.6.1 If the Stock at the time is neither listed nor
admitted to trading on any stock exchange nor traded in the over-the-counter
market, then the fair market value shall be determined by the Committee after
taking into account such factors as the Committee shall deem appropriate.
5.6.2 If the Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the over-the-counter
market, the fair market value shall be the mean between the highest bid and
lowest asked prices (or, if such information is available, the closing selling
price) of one share of Stock on the date in question in the over-the-counter
market, as such prices are reported by the National Association of Securities
Dealers through its NASDAQ system or any successor system. If there are no
reported bid and asked prices (or closing selling price) for the Stock on the
date in question, then the mean between the highest bid price and lowest asked
price (or the closing selling price) on the last preceding date for which such
quotations exist shall be determinative of fair market value.
5.6.3 If the Stock is at the time listed or admitted
to trading on any stock exchange, then the fair market value shall be the
closing selling price of one share of Stock on the date in question on the stock
exchange determined by the Committee to be the primary market for the Stock, as
such price is officially quoted in the composite tape of transactions on such
exchange. If there is no reported sale of Stock on such exchange on the date in
question, then the fair market value shall be the closing selling price on the
exchange on the last preceding date for which such quotation exists.
5.7 RIGHTS AS A SHAREHOLDER. An optionee or successor
shall have no rights as a shareholder with respect to any Stock underlying any
option until the date of the issuance to such optionee of a certificate for such
Stock. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such Stock certificate is issued,
except as provided in Section 6.
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5.8 MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew outstanding options granted under the Plan, or accept the
surrender of outstanding options (to the extent not exercised) and authorize the
granting of new options in substitution therefor.
5.9 VESTING AND RESTRICTIONS. The Committee shall have
complete authority and discretion to set the terms, conditions, restrictions,
vesting schedules and other provisions of any option in the applicable Stock
Option Agreement and shall have complete authority to require conditions and
restrictions on any Stock issued pursuant to this Plan.
5.10 RELOAD STOCK OPTION. The Committee shall have the
sole discretion and authority to grant a "reload option" to qualified
participants. The category of "qualified participants" is exclusively limited to
employees or directors of the Corporation or its subsidiaries. Despite any
possible contradictory provisions elsewhere within this plan, reload options are
non-transferable.
5.11 OTHER PROVISIONS. The Stock Option Agreements shall
contain such other provisions, including without limitation, restrictions or
conditions upon the exercise of options, as the Committee shall deem advisable.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
6.1 SUBDIVISION OR CONSOLIDATION. Subject to any required
action by shareholders of the Corporation, the number of shares of Stock covered
by each outstanding option, and the exercise price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock of the Corporation resulting from a subdivision or consolidation
of shares, including, but not limited to, a stock split, reverse stock split,
recapitalization, continuation or reclassification, or the payment of a stock
dividend (but only on the Stock) or any other increase or decrease in the number
of such shares effected without receipt of consideration by the Corporation. Any
fraction of a share subject to option that would otherwise result from an
adjustment pursuant to this Section shall be rounded downward to the next full
number of shares without other compensation or consideration to the holder of
such option.
6.2 CAPITAL TRANSACTIONS. Upon a sale or exchange of all
or substantially all of the assets of the Corporation, a merger or consolidation
in which the Corporation is not the surviving corporation, a merger,
reorganization or consolidation in which the Corporation is the surviving
corporation and shareholders of the Corporation exchange their stock for
securities or property, a liquidation of the Corporation or similar transaction
as determined by the Committee ("Capital Transaction"), this Plan and each
option issued under this Plan, whether vested or unvested, shall terminate,
unless such options are assumed by a successor corporation in a merger or
consolidation, immediately prior to such Capital Transaction; provided, however,
that unless the outstanding options are assumed by a successor corporation in a
merger or consolidation, subject to terms approved by the Committee, all
optionees will have the right, during the 15 days prior to such
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Capital Transaction, to exercise all vested options. Notwithstanding the
foregoing, in the event there is a merger or consolidation where the Corporation
is not the surviving corporation, all options granted under this Plan shall vest
30 days prior to such merger or consolidation unless such options are assumed by
the successor corporation in such merger or consolidation. The Corporation
shall, subject to any nondisclosure provisions, attempt to provide optionees at
least 15 days notice of the option termination date. The Committee may (but
shall not be obligated to) (i) accelerate the vesting of any option or (ii)
apply the foregoing provisions, including but not limited to termination of this
Plan and any options granted pursuant to the Plan, in the event there is a sale
of 50% or more of the stock of the Corporation in any 2-year period or a
transaction similar to a Capital Transaction.
6.3 ADJUSTMENTS. To the extent that the foregoing
adjustments relate to stock or securities of the Corporation, such adjustments
shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive.
6.4 ABILITY TO ADJUST. The grant of an option pursuant to
the Plan shall not affect in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
6.5 NOTICE OF ADJUSTMENT. Whenever the Corporation shall
take any action resulting in any adjustment provided for in this Section, the
Corporation shall forthwith deliver notice of such action to each optionee,
which notice shall set forth the number of shares subject to the option and the
exercise price thereof resulting from such adjustment.
6.6 LIMITATION ON ADJUSTMENTS. Any adjustment, assumption
or substitution of an Incentive Option shall comply with Section 425 of the
Code, if applicable.
7. NONASSIGNABILITY. Options granted under this Plan may not be
sold, pledged, assigned or transferred in any manner other than by will or by
the laws of intestate succession, and may be exercised during the lifetime of an
optionee only by such optionee. Any transfer by the optionee of any option
granted under this Plan in violation of this Section shall void such option and
any Stock Option Agreement entered into by the optionee and the Corporation
regarding such transferred option shall be void and have no further force or
effect. No option shall be pledged or hypothecated in any way, nor shall any
option be subject to execution, attachment or similar process.
8. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any
option nor anything in this Plan shall impose upon the Corporation or any other
corporation any obligation to employ or continue to employ any optionee. The
right of the Corporation and any other corporation to terminate any employee
shall not be diminished or affected because an option has been granted to such
employee.
9. TERM OF PLAN. This Plan is effective on the date the Plan is
adopted by the Board of Directors and options may be granted pursuant to the
Plan from time to time within a period of
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ten (10) years from such date, or the date of any required shareholder approval
required under the Plan, if earlier. Termination of the Plan shall not affect
any option theretofore granted.
10. AMENDMENT OF THE PLAN. The Board of Directors of the
Corporation may, subject to any required shareholder approval, suspend,
discontinue or terminate the Plan, or revise or amend it in any respect
whatsoever with respect to any shares of Stock at that time not subject to
options.
11. APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of Stock pursuant to options may be used for general corporate
purposes.
12. RESERVATION OF SHARES. The Corporation, during the term of
this Plan, shall at all times reserve and keep available such number of shares
of Stock as shall be sufficient to satisfy the requirements of the Plan.
13. NO OBLIGATION TO EXERCISE OPTION. The granting of an option
shall not impose any obligation upon the optionee to exercise such option.
14. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan
shall not take effect until approved by the Board of Directors of the
Corporation. This Plan shall be approved by a vote of the shareholders within 12
months from the date of approval by the Board of Directors. In the event such
shareholder vote is not obtained, all options granted hereunder, whether vested
or unvested, shall be null and void. Further, any stock acquired pursuant to the
exercise of any options under this Agreement may not count for purposes of
determining whether shareholder approval has been obtained.
15. WITHHOLDING TAXES. Notwithstanding anything else to the
contrary in this Plan or any Stock Option Agreement, the exercise of any option
shall be conditioned upon payment by such optionee in cash, or other provisions
satisfactory to the Committee, of all local, state, federal or other withholding
taxes applicable, in the Committee's judgment, to the exercise or to later
disposition of shares acquired upon exercise of an option.
16. PARACHUTE PAYMENTS. Any outstanding option under the Plan may
not be accelerated to the extent any such acceleration of such option would,
when added to the present value of other payments in the nature of compensation
which becomes due and payable to the optionee would result in the payment to
such optionee of an excess parachute payment under Section 280G of the Code. The
existence of any such excess parachute payment shall be determined in the sole
and absolute discretion of the Committee.
17. SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained
herein, the Corporation shall not be obligated to grant any option under this
Plan or to sell, issue or effect any transfer of any Stock unless such grant,
sale, issuance or transfer is at such time effectively (i) registered or exempt
from registration under the Securities Act of 1933, as amended (the "Act") and
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(ii) qualified or exempt from qualification under the California Corporate
Securities Law of 1968 and any other applicable state securities laws. As a
condition to exercise of any option, each optionee shall make such
representations as may be deemed appropriate by counsel to the Corporation for
the Corporation to use any available exemption from registration under the Act
or qualification under any applicable state securities law.
18. RESTRICTIVE LEGENDS. The certificates representing the Stock
issued upon exercise of options granted pursuant to this Plan will bear any
legends required by applicable securities laws as determined by the Committee.
19. NOTICES. Any notice to be given under the terms of the Plan
shall be addressed to the Corporation in care of its Secretary at its principal
office, and any notice to be given to an optionee shall be addressed to such
optionee at the address maintained by the Corporation for such person or at such
other address as the optionee may specify in writing to the Corporation.
As adopted by the Board of Directors as of April 1, 2000.
CYBERTEL COMMUNICATIONS CORP., a
Nevada corporation
By:
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Its:
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EXHIBIT A
____________, 2000
Cybertel Communications CORP.
4275 Executive Square, Suite 510
La Jolla, CA 92037
Re: 2000 STOCK OPTION PLAN
To Whom It May Concern:
This letter is delivered to Cybertel Communications CORP., a Nevada
corporation (the "Corporation"), in connection with the grant to
_______________________ (the "Optionee") of an option (the "Option") to purchase
_________ shares of common stock of the Corporation (the "Stock") pursuant to
the Cybertel Communications CORP. 2000 Stock Option Plan dated ____________,
2000 (the "Plan"). The Optionee understands that the Corporation's receipt of
this letter executed by the Optionee is a condition to the Corporation's
willingness to grant the Option to the Optionee.
The Optionee acknowledges that the grant of the Option by the
Corporation is in lieu of any and all other promises of the Corporation to the
Optionee, whether written or oral, express or implied, regarding the grant of
options or other rights to acquire Stock. Accordingly, in anticipation of the
grant of the Option, the Optionee hereby relinquishes all rights to such other
rights, if any, to acquire stock of the Corporation.
In addition, the Optionee makes the following representations and
warranties with the understanding that the Corporation will rely upon them in
the Corporation's determination of whether the grant of the Option meets the
requirements of the "private offering" exemption provided in Section 25102(f) of
the California Corporations Code and certain exemptions provided under the
Securities Act of 1933, as amended.
20. The Optionee acknowledges receipt of a copy of the Plan and
Agreement. The Optionee has carefully reviewed the Plan and Agreement.
21. The Option and the Stock will be acquired by the Optionee for
investment only, for the Optionee's own account, and not with a view to or for
sale in connection with any distribution of the Option or the Stock. The
Optionee will not take, or cause to be taken, any action which would
Exhibit A - Page 1
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cause the Optionee, or any entity or person affiliated with the Optionee, to be
deemed an underwriter with respect to the Option or the Stock.
22. The Optionee either:
a. has a preexisting personal or business relationship with
the Corporation or any of its officers, directors or controlling persons of a
nature and duration as would allow the Optionee to be aware of the character,
business acumen, general business and financial circumstances of the Corporation
or of the person with whom such relationship exists; or
b. by reason of the Optionee's business or financial
experience, or the business or financial experience of the Optionee's
professional advisor who is unaffiliated with and is not compensated by the
Corporation or any affiliate or selling agent of the Corporation, directly or
indirectly, the Optionee has the capacity to protect the Optionee's interests in
connection with the grant of the Option and the purchase of the Stock.
23. The Optionee acknowledges that an investment in the Corporation
represents a speculative investment and a high degree of risk. The Optionee
acknowledges that the Optionee has had the opportunity to obtain and review all
information from the Corporation necessary to make a reasonably informed
investment decision and that the Optionee has had all questions asked of the
Corporation answered to the reasonable satisfaction of the Optionee. The
Optionee is able to bear the economic risk of an investment in the Option and
the Stock.
24. The grant of the Option has not been accompanied by the publication
of any advertisement.
25. The Optionee understands and acknowledges that the Stock has not
been, and will not be, registered under the Securities Act of 1933, as amended,
or qualified under the California Corporate Securities Law of 1968. The Optionee
understands and acknowledges that the Stock may not be sold without compliance
with the registration requirements of federal and applicable state securities
laws unless an exemption from such laws is available. The Optionee understands
that the certificate representing the Stock shall bear the legends set forth in
the Plan.
26. The Optionee understands and acknowledges that the Option and the
Stock are subject to the terms and conditions of the Plan.
27. The Optionee understands and agrees that, at the time of exercise
of any part of the Option for Stock, the Optionee may be required to provide the
Corporation with additional representations, warranties and/or covenants similar
to those contained in this letter.
28. The Optionee is a resident of the State of __________.
Exhibit A - Page 2
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29. The Optionee will notify the Corporation immediately of any change
in the above information which occurs before the Option is exercised in full by
the Optionee.
The foregoing representations and warranties are given on
______________, 2000 at ____________________.
OPTIONEE:
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Exhibit A - Page 3
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EXHIBIT B
____________, 2000
Cybertel Communications CORP.
4275 Executive Square, Suite 510
La Jolla, CA 92037
Re: 2000 STOCK OPTION PLAN
To Whom It May Concern:
I (the "Optionee") hereby exercise my right to purchase shares of
common stock (the "Stock") of Cybertel Communications CORP., a Nevada
corporation (the "Corporation"), pursuant to the Cybertel Communications CORP.
2000 Stock Option Plan dated _______________, 2000 (the "Plan") and the Stock
Option Agreement (the "Agreement") dated _______________, 2000. As provided in
such Plan, I deliver herewith payment as set forth in the Plan in the amount of
the aggregate option exercise price. Please deliver to me at my address as set
forth above stock certificates representing the subject shares registered in my
name (and (SPOUSE), as (STYLE OF VESTING)).
The Optionee hereby represents as follows:
1. The Optionee acknowledges receipt of a copy of the Plan and
Agreement. The Optionee has carefully reviewed the Plan and Agreement.
2. The Optionee either:
a. has a preexisting personal or business relationship with
the Corporation or any of its officers, directors or controlling persons of a
nature and duration as would allow the undersigned to be aware of the character,
business acumen, general business and financial circumstances of the Corporation
or of the person with whom such relationship exists; or
b. by reason of the Optionee's business or financial
experience or the business or financial experience of the Optionee's
professional advisor(s) who is (are) unaffiliated with and is (are) not
compensated by the Corporation or any affiliate or selling agent of the
Corporation, directly or indirectly, has the capacity to protect the Optionee's
interests in connection with the purchase of nonqualified stock options of the
Corporation and Stock issuable upon the exercise thereof.
Exhibit B - Page 1
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3. The Optionee is able to bear the economic risk of his investment in
the stock options of the Corporation and the Stock issuable upon exercise
thereof.
4. The Optionee acknowledges that an investment in the Corporation
represents a speculative investment and a high degree of risk. The Optionee
acknowledges that the Optionee has had the opportunity to obtain and review all
information from the Corporation necessary to make a reasonably informed
investment decision and that the Optionee has had all questions asked of the
Corporation answered to the reasonable satisfaction of the Optionee.
5. The grant of Options for Stock and the exercise of the Options has
not been accompanied by the publication of any advertisement.
6. The Optionee understands and acknowledges that the Stock has not,
and will not, be registered under the Securities Act of 1933, as amended, or
qualified under the California Securities Law of 1968. The Optionee understands
and acknowledges that the Stock may not be sold without compliance with the
registration and qualification requirements of federal and applicable state
securities laws unless exemptions from such laws are available. The Optionee
understands that the certificate representing the Stock shall bear the legends
set forth in the Plan.
7. The Optionee is a resident of the State of __________.
8. The Optionee hereby is purchasing for the Optionee's own account and
not with a view to or for sale in connection with any distribution of the stock
options of the Corporation or any Stock issuable upon exercise thereof.
The foregoing representations and warranties are given on
___________________ at ______________________.
OPTIONEE:
_______________________________________
_____________, President
Exhibit B - Page 2
