EXHIBIT B
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is made and entered
into this 5th day of October, 2000, by and between Worldwide Wireless
Networks, Inc., a Nevada corporation ("Company"), and Charles C. Bream
(the "Optionee"). In consideration of the mutual covenants set forth in
this Agreement, and as provided for by that certain Officer/Director
Employment Contract dated January 1, 2000 by and between the parties
hereto and that certain Separation Agreement dated October 5, 2000 by
and between the parties hereto, the parties agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the
right and option (the "Option") to purchase all or any part of
an aggregate of 392,500 shares of the Common Stock of the Company
(such number being subject to adjustment as provided in Paragraph
5 hereof) on the terms and conditions herein set forth.
2. Exercise Price. The exercise price of the shares of the Common
Stock covered by the Option shall be $3.00 per share (such price
being subject to adjustment as provided in Paragraph 6 hereof).
3. Exercise of Option. The Option shall be exercisable beginning
September 29, 2001 and shall remain exercisable through September
2, 2007. The exercise price of the shares as to which the Option
shall be exercised shall be paid in full at the time of exercise
in cash or by certified check or by bank draft. Notwithstanding
the foregoing requiring payment by cash or check, the Company
agrees that, unless otherwise prohibited by law, Optionee shall
have the right at any time and from time to time to exercise this
Option in full or in part on a cashless basis (i) by receiving
from the Company the number of shares of Common Stock otherwise
issuable upon such exercise less the number of shares of Common
Stock having an aggregate Current Market Price on the date of
exercise equal to the exercise price per share multiplied by the
number of shares for which the Option is being exercised and/or
(ii) by delivering to the Company the number of shares of Common
Stock having an aggregate Current Market Price on the date of
exercise equal to the exercise price multiplied by the number of
shares of Common Stock for which the Option is being exercised.
The term "Current Market Price" shall mean (A) if the Common
Stock is exchange-traded, traded on the NASDAQ National Market
System, traded on the NASDAQ SmallCap Market, the weighted average
of the closing sale or last sale price per share of the Common
Stock over the previous 10 trading days, (B) if the Common Stock
is regularly traded in any over-the-counter market other than the
NASDAQ National Market System or SmallCap Market, the weighted
average of the bid and asked prices per share of the Common Stock,
averaged over the previous 10 trading days, and (C) if the Common
Stock is not traded as described in clause (A) or (B), the per
share fair market value of the Common Stock as determined in good
faith by the Company's Board of Directors. Current Market Price
as of a given date with respect to clauses (A) and (B) shall be
determined as of the close of business on the day prior to the
date of determination, or if no trading in the Common Stock takes
place on such date, on the next preceding trading day on which
there has been such trading. The Optionee shall not have any of
the rights of a shareholder with respect to the shares covered by
the Option as to any shares of Common Stock not actually issued
and delivered to the Optionee.
4. Non-transferability. The Option shall not be transferable other-
wise than by will or the laws of descent and distribution, and the
Option may be exercised, during the lifetime of the Optionee, only
by the Optionee. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of
Optionee.
5. Option Adjustments. The number of shares of Common Stock which
Optionee is entitled to purchase from the Company pursuant to this
Option and the exercise price for such shares shall be subject to
adjustment from time to time only as follows:
(a) Adjustments for Stock Splits and Combinations. If the
Company at any time or from time to time after the date hereof
effects a subdivision of the outstanding Common Stock, the number
of shares of Common Stock which Optionee is entitled to purchase
from the Company upon exercise of this Option shall be proportion-
ately increased and the exercise price then in effect immediately
before the subdivision shall be proportionately decreased, and
conversely, if the Company at any time or from time to time after
the date hereof combines the outstanding shares of Common Stock,
the number of shares of Common Stock which Optionee is entitled to
purchase from the Company shall be proportionately decreased and
the exercise price then in effect immediately before the subdivi-
sion shall be proportionately increased. Any adjustment under
this subsection shall become effective at the close of business on
the date the subdivision or combination becomes effective.
(b) Adjustments for Certain Dividends and Distributions. In the event
the Company at any time or from time to time after the date hereof
makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, then and in each such
event the number of shares of Common Stock which Optionee is
entitled to purchase from the Company upon exercise of this Option
shall be proportionately increased and the exercise price then in
effect shall be proportionately decreased as of the time of such
issuance or, in the event such a record date is fixed, as of the
close of business on such record date; provided, however, that if
such record date is fixed and such dividend is not fully paid or if
such distribution is not fully made on the date fixed therefore, the
number of shares of Common Stock which Optionee is entitled to pur-
chase from the Company and the exercise price therefore shall be re-
computed accordingly as of the close of business on such record date
and thereafter the number of shares of Common Stock then issuable on
exercise of this Option and the exercise price therefore shall be
adjusted pursuant to this subsection as of the time of actual payment
of such dividends or distributions.
(c) Adjustment for Reclassification, Exchange and Substitution. If the
Common Stock issuable upon the exercise of this Option is changed into
the same or a different number of shares of any class or classes of
stock, whether by reclassification, recapitalization or otherwise
(other than a subdivision or combination of shares or stock dividend
or a capital reorganization, merger, consolidation or sale of assets
provided elsewhere in this Section 5), then and in any such event
Optionee shall have the right thereafter to purchase the kind and
amount of stock and other securities and property receivable upon
such reclassification, recapitalization or other change, by holders
of the number of shares of Common Stock which might have been pur-
chased upon exercise of this Option immediately prior to such reclas-
sification, recapitalization or change, all subject to further adjust-
ment as provided herein.
(d) Adjustment for Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time there is a capital reor-
ganization or any merger of the Company with or into any other cor-
poration or corporations or a sale of all or substantially all of the
assets of the Company to any other person or any voluntary or involun-
tary liquidation, dissolution or winding up of the Company (any such
transaction referred to herein as "Reorganization") involving the
Common Stock then, as a part of such Reorganization, provision shall
be made so that appropriate adjustment shall be made in the applica-
tion of the provisions of this Section 5 with respect to the rights
of Optionee after such Reorganization to the end that the provisions
of this Section 5 (including adjustments of the exercise price then
in effect and number of shares of stock purchasable upon exercise of
this Option) shall be applicable after that event and be as nearly
equivalent to the provisions hereof as may be practicable.
(e) Notice of Adjustments. Upon any adjustments of the exercise price or
the amount or kind of securities or other property issuable upon
exercise of this Option, then and in each case the Company shall give
written notice of such adjustment to the Optionee, which notice shall
state the exercise price resulting from such adjustment and the amount
and kind of securities purchasable at such price upon the exercise of
this Option, setting forth in reasonable detail the method of calcula-
tion and the facts upon which such calculation is based.
(f) Notice of Record Date. In the event of (i) any taking by the Company
of a record of the holders of any class of Common Stock for the
purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution, or (ii) any capital transaction
that the Company proposes to effect requiring adjustments pursuant to
Sections 5(a), (b), (c) or (d) ("Capital Transaction"), the Company
shall mail to Optionee at least twenty (20) days prior to the date
specified therein, a notice specifying (1) the date on which any such
record is to be taken for the purpose of such dividend or distribution
and a description of such dividend or distribution, (2) the date on
which any such Capital Transaction is expected to become effective,
and (3) the time, if any, that is to be fixed, as to when the holders
of record of Common Stock shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable upon such
Capital Transaction.
6. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, this Option may be exercised by written notice to the
Company, at its principal office in the State of California, which
presently is located at 770 The City Drive South, Suite 3400, Orange,
California 92868. Such notice shall state the election to exercise the
Option and the number of shares in respect of which it is being exer-
cised and shall be signed by the person or persons so exercising the
Option. Such notice shall be accompanied by payment for the full exer
- cise price of such shares or indicate an election to cashless
exercise, and the Company shall deliver a certificate or certif-
icats representing the shares subject to such exercise as soon a
s practicable after the notice shall be received. The certificate or
certificates for the shares as to which the Option certificate or cer-
tificates for the shares as to which the Option shall have been so
exercised shall be registered in the name of the person or persons so
exercising the Option and shall be delivered as provided above to or
upon the written order of the person or persons exercising the Option.
All shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.
7. General. The Company shall at all times during the term of the Option
reserve and keep available such number of shares of Common Stock as
will be suffcient to satisfy the requirements of this Agreement, shall
pay all original issue and transfer taxes with respect to the issue
and transfer of shares pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith, and will
from time to time use its best efforts to comply with all laws and
regulations, which, in the option of counsel for the Company, shall be
applicable thereto.
8. Registration Rights. The Company agrees to file and maintain a
Registration Statement on Form S-8, as soon as practicable, covering
the issuance of shares upon exercise of the Option.
9. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto and supersedes any prior written or oral agreements
or undertandings between the parties hereto, relating to the subject
matter contained herein. There are no representations, agreements,
arrangements or understandings, oral or written, between the parties
hereto, relating to the subject matter contained in this Agreement,
which are not fully expressed herein.
10. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but such counterparts, when
taken together, shall constitute but one and the same agreement.
11. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery,
or, if maled, 48 hours after deposit with the United States Postal
Service for mailing via registered or certified mail, addressed to the
Company at its then principal executive offices, or to the Optionee at
the address set forth below his signature hereto, or at such other
address as such parties may hereafter designate by written notice to
the other party.
[Signature page follows]
The Company and Optionee have entered into this Stock Option Agreement as of
the date set forth above.
"COMPANY"
WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation
By: /s/ Jack Tortorice
----------------
Jack Tortorice
Chief Executive Officer
"OPTIONEE"
By: /s/ Charles C. Bream
----------------
Charles C. Bream
