2000 STOCK OPTION PLAN
FOR SENIOR CARE INDUSTRIES, INC.
1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors
and Consultants and to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Non-statutory Stock Options, as determined by the Administrator at the
time of grant. Stock Purchase Rights may also be granted under the
Plan.
2. DEFINITIONS. As used herein, the following definitions shall apply:
a. "Administrator" means the Executive Committee of the Board or
any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof.
b. "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state
corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock
Purchase Rights are granted under the Plan.
c. "Board" means the Board of Directors of the Company.
d. "Code" means the Internal Revenue Code of 1986, as amended.
e. "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.
f. "Common Stock" means the Common Stock of the Company.
g. "Company" means Senior Care Industries, Inc., a Nevada
corporation.
h. "Consultant" means any person who is engaged by the Company or
any Parent or Subsidiary to render consulting or advisory
services to such entity.
i. "Director" means a member of the Board of Directors of the
Company.
j. "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee
in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any
successor. For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless re-employment upon
expiration of such leave is guaranteed by statute or contract.
If re-employment upon expiration of a leave of absence
approved by the Company is not so guaranteed, on the 181st day
of such leave any Incentive Stock Option held by the Optionee
shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Non-statutory Stock
Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
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k. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
l. "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:
i. If the Common Stock is listed on any established
stock exchange or a national market system, including
without limitation the NASDAQ National Market or The
NASDAQ Small-Cap Market of The NASDAQ Stock Market,
its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system
for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal
or such other source as the Administrator deems
reliable;
ii. If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are
not reported, its Fair Market Value shall be the mean
between the high bid and low asked prices for the
Common Stock on the last market trading day prior to
the day of determination; or
iii. In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.
m. "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422
of the Code.
n. "Non-statutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
o. "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
p. "Option" means a stock option granted pursuant to the Plan.
q. "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement
is subject to the terms and conditions of the Plan.
r. "Option Exchange Program" means a program whereby outstanding
Options are exchanged for Options with a lower exercise price.
s. "Optioned Stock" means the Common Stock subject to an Option
or a Stock Purchase Right.
t. "Optionee" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.
u. "Parent" means a "parent corporation," whether now or
hereafter existing,as defined in Section 424(e) of the Code.
v. "Plan" means this 2000 Stock Plan.
w. "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11
below.
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x. "Section 16(b)" means Section 16(b) of the Securities Exchange
Act of 1934, as amended.
y. "Service Provider" means an Employee, Director or consultant.
z. "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.
aa. "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 11 below.
bb. "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be subject
to option and sold under the Plan is 5,000,000 Shares. The Shares may
be authorized but unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right expires or becomes un- exercisable
without having been exercised in full, or is surrendered pursuant to an
Option Exchange Program, the un-purchased Shares which were subject
thereto shall become available for future grant or sale under the Plan
(unless the Plan has terminated). However, Shares that have actually
been issued under the Plan, upon exercise of either an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares
of Restricted Stock are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant
under the Plan.
4. Administration of the Plan.
a. The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted
to comply with Applicable Laws.
b. Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and subject to the
approval of any relevant authorities, the Administrator shall
have the authority in its discretion,
i. to determine the Fair Market Value;
ii. to select the Service Providers to whom Options and
Stock Purchase Rights may from time to time be
granted hereunder;
iii. to determine the number of Shares to be covered by
each such award granted hereunder;
iv. to approve forms of agreement for use under the Plan;
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v. to determine the terms and conditions, of any Option
or Stock Purchase Right granted hereunder. Such terms
and conditions include, but are not limited to, the
exercise price, the time or times when Options or
Stock Purchase Rights may be exercised (which may be
based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any
Option or Stock Purchase Right or the Common Stock
relating thereto, based in each case on such factors
as the Administrator, in its sole discretion, shall
determine;
vi. to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(f)
instead of Common Stock;
vii. to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option has
declined since the date the Option was granted;
viii. to initiate an Option Exchange Program;
ix. to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign
tax laws;
x. to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an
Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to he amount
required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be
determined. All elections by Optionees to have Shares
withheld for this purpose shall be made in such form
and under such conditions as the Administrator may
deem necessary advisable; and
xi. to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.
c. Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall
be final and binding on all Optionees.
5. Eligibility.
a. Non-statutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be
granted only to Employees.
b. Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Non-statutory Stock
Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for
the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Non-statutory Stock
Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such
Shares is granted.
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c. Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuing
the Optionee's relationship as a Service Provider with the
Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate such relationship at
any time, with or without cause.
6. Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 14 of the Plan.
7. Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Option
Agreement.
8. Option Exercise Price and Consideration.
a. The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:
i. In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of
grant of such Option, owns stock
representing more than ten percent (10%) of
the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of
the Fair Market Value per Share on the date
of grant.
(B) granted to any other Employee, the per Share
exercise price shall be no less than 100% of
the Fair Market Value per Share on the date
of grant.
ii. In the case of a Non-statutory Stock Option
(A) granted to a Service Provider who, at the
time of grant of such Option, owns stock
representing more than ten percent (10%) of
the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of
the Fair Market Value per Share on the date
of the grant.
(B) granted to any other Service Provider, the
per Share exercise price shall be no less
than 85% of the Fair Market Value per Share
on the date of grant.
iii. Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as
required above pursuant to a merger or other
corporate transaction.
b. The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall
be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of
grant). Such consideration may consist of (1)cash, (2) check,
(3) promissory note, (4) other Shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by
the Optionee for more than six months on the date of
surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares
as to which such Option shall be exercised, (5) consideration
received by the Company under a cash-less exercise program
implemented by the Company in connection with the Plan, or (6)
any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the
Company.
<PAGE>
9. Exercise of Option.
a. Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms
hereof at such times and under such conditions as determined
by the Administrator and set forth in the Option Agreement,
but in no case at a rate of less than 20% per year over five
(5) years from the date the Option is granted. Unless the
Administrator provides otherwise, vesting of Options granted
hereunder shall be tolled during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share. An
Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person
entitled to exercise the Option, and
(ii) full payment for the Shares with respect to which the
Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement
and the Plan. Shares issued upon exercise of an
Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are
issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall
exist with respect to the Shares, notwithstanding the
exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is
prior to the date the Shares are issued, except as
provided in Section 12 of the Plan. Exercise of an
Option in any manner shall result in a decrease in
the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is
exercised.
b. Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least thirty (30)
days) to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for three (3) months following
the Optionee's termination. If, on the date of termination,
the Optionee is not vested as to his or her entire Option, the
Shares covered by the un-vested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does
not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
<PAGE>
c. Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the
Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent the
Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's
termination. If such disability is not a "disability" as such
term is defined in Section 22(e)(3) of the Code, in the case
of an Incentive Stock Option such Incentive Stock Option shall
automatically cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Non- statutory
Stock Option on the day three months and one day following
such termination. If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
d. Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within such period of
time as is specified in the Option Agreement (but in no event
later than the expiration of the term of such Option as set
forth in the Notice of Grant), by the Optionee's estate or by
a person who acquires the right to exercise the Option by
bequest or inheritance, but only to the extent that the Option
is vested on the date of death. In the absence of a specified
time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's
termination. If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall immediately revert to
the Plan. The Option may be exercised by the executor or
administrator of the Optionee's estate or, if none, by the
person(s) entitled to exercise the Option under the Optionee's
will or the laws of descent or distribution. If the Option is
not so exercised within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall
revert to the Plan.
e. Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously
granted, based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee
at the time that such offer is made.
<PAGE>
10. Non-Transferability of Options and Stock Purchase Rights. Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
11. Stock Purchase Rights.
a. Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted
under the Plan and/or cash awards made outside of the Plan.
After the Administrator determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the offeree in
writing or electronically of the terms, conditions and
restrictions related to the offer, including the number of
Shares that such person shall be entitled to purchase, the
price to be paid, and the time within which such person must
accept such offer. The terms of the offer shall comply in all
respects with Section 260.140.42 of Title 10 of the California
Code of Regulations. The offer shall be accepted by execution
of a Restricted Stock purchase agreement in the form
determined by the Administrator.
b. Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant
the Company a repurchase option exercisable upon the voluntary
or involuntary termination of the purchaser's service with the
Company for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original
price paid by the purchaser and may be paid by cancellation of
any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at such rate as the
Administrator may determine, but in no case at a rate of less
than 20% per year over five years from the date of purchase.
c. Other Provisions. The Restricted Stock purchase agreement
shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.
d. Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those
of a shareholder and shall be a shareholder when his or her
purchase is entered upon the records of the duly authorized
transfer agent of the Company. No adjustment shall be made for
a dividend or other right for which the record date is prior
to the date the Stock Purchase Right is exercised, except as
provided in Section 12 of the Plan.
12. Adjustment Upon Changes in Capitalization, Merger or Asset Sale.
a. Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option or Stock
Purchase Right, and the number of shares of Common Stock which
have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon
cancellation or expiration of an Option or Stock Purchase
Right, as well as the price per share of Common Stock covered
by each such outstanding Option or Stock Purchase Right, shall
be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase
or decreases in the number of issued shares of Common Stock
effected without receipt of consideration by the Company. The
conversion of any convertible securities of the Company shall
not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Executive
Committee of the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Option or Stock Purchase
Right.
<PAGE>
b. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator
shall notify each Optionee as soon as practicable prior to the
effective date of such proposed transaction. The Administrator
in its discretion may provide for an Optionee to have the
right to exercise his or her Option until fifteen (15) days
prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Option would
not otherwise be exercisable. In addition, the Administrator
may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option or Stock
Purchase Right shall lapse as to all such Shares, provided the
proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been
previously exercised, an Option or Stock Purchase Right will
terminate immediately prior to the consummation of such
proposed action.
c. Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially
all of the assets of the Company, each outstanding Option and
Stock Purchase Right shall be assumed or an equivalent option
or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that
the successor corporation refuses to assume or substitute for
the Option or Stock Purchase Right, the Optionee shall fully
vest in and have the right to exercise the Option or Stock
Purchase Right as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or
exercisable. If an Option or Stock Purchase Right becomes
fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall
be fully exercisable for a period of fifteen (15) days from
the date of such notice, and the Option or Stock Purchase
Right shall terminate upon the expiration of such period. For
the purposes of this paragraph, the Option or Stock Purchase
Right shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject
to the Option or Stock Purchase Right immediately prior to the
merger or sale of assets, the consideration (whether stock,
cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not
solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase
Right, for each Share of Optioned Stock subject to the Option
or Stock Purchase Right, to be solely common stock of the
successor corporation or its Parent equal in fair market value
to the per share consideration received by holders of Common
Stock in the merger or sale of assets.
<PAGE>
13. Time of Granting Options and Stock Purchase Rights. The date of grant
of an Option or Stock Purchase Right shall, for all purposes, be the
date on which the Administrator makes the determination granting such
Option or Stock Purchase Right, or such other date as is determined by
the Administrator. Notice of the determination shall be given to each
Employee or Consultant to whom an Option or Stock Purchase Right is so
granted within a reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
a. Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.
b. Shareholder Approval. The Board shall obtain shareholder
approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
c. Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights
of any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in
writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of
such termination.
15. Conditions Upon Issuance of Shares.
a. Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval
of counsel for the Company with respect to such compliance.
b. Investment Representations. As a condition to the exercise of
an Option, the Administrator may require the person exercising
such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for
investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as
to which such requisite authority shall not have been obtained.
17. Reservation of Shares. The Company, during the term of this Plan, at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
18. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date
the Plan is adopted. Such shareholder approval shall be obtained in the
degree and manner required under Applicable Laws.
19. Information to Optionees and Purchasers. The Company shall provide to
each Optionee and to each individual who acquires Shares pursuant to
the Plan, not less frequently than annually during the period such
Optionee or purchaser has one or more Options or Stock Purchase Rights
outstanding, and, in the case of an individual who acquires Shares
pursuant to the Plan, during the period such individual owns such
Shares, copies of annual financial statements. The Company shall not be
required to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent
information.
20. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Nevada except as to employment
matters where the Optionee is a resident of the State of California and
the position with the Company is in the State of California, in which
event, the employment terms of this Agreement shall be construed under
the laws of the State of Califonria(not including the conflict of laws
principles thereof).
<PAGE>
IN WITNESS WHEREOF, the Company has caused this agreement to be
executed by its duly authorized officer on this 31st day of December, 1999. This
Option is granted at the Company's office, on the date stated above.
SENIOR CARE INDUSTRIES, INC.
By: /s/ Stephen Reeder
-----------------------
Stephen Reeder
President
Accepted and Agreed: Accepted and Agreed:
/s/ Stephen Reeder /s/ Martin Richelli
----------------------------- -----------------------------
Stephen Reeder Martin Richelli
Optionee Optionee
Accepted and Agreed: Accepted and Agreed:
/s/ Bob Coberly /s/ Denzel Harvey
----------------------------- -----------------------------
Bob Coberly Denzel Harvey
Optionee Optionee
Accepted and Agreed: Accepted and Agreed:
/s/ Scott Brake /s/ David Tsai
----------------------------- -----------------------------
Scott Brake David Tsai
Optionee Optionee
Accepted and Agreed: Accepted and Agreed:
/s/ Richard Hart /s/ John Cruickshank
----------------------------- -----------------------------
Richard Hart John Cruickshank
Optionee Optionee
Accepted and Agreed Accepted and Agreed:
/s/ Al Harvey /s/ Bob Eschwege
----------------------------- -----------------------------
Al Harvey Bob Eschwege
Optionee Optionee
