U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED
GENEMAX CORP., formerly known
as "Eduverse.com"
-------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0277072
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
-------------------------------
(Address of Principal Executive Offices)
Eduverse.com
------------------------------
(Former name, address and fiscal year, if
changed since last report)
Stock Option Plan for Eduverse.com (changing
its name to GeneMax Corp.)
------------------------------------
(Full title of the plan)
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, Colorado 80227
-------------------------------------
(Name and address of agent for service)
303.985.9324
--------------------------------------
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
To be to be price offering registration
Registered Registered per share price fee
- --------------------------------------------------------------------------------
(1) (2)
Common Stock 1,000,000 $0.50 $500,000 $46.00
- --------------------------------------------------------------------------------
(1)
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, as amended. The Proposed
Maximum Offering Price Per Share was determined by the Board of Directors and
set contractually. As of the date of this Registration Statement, 1,000,000
Stock Options have been issued.
(2)
This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of GeneMax Corp. (the "Company") as may be issuable as a
result of stock splits, stock dividends or similar transactions.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with or furnished to the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:
(i) the latest annual report of the Company filed on Form 190K pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(ii) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year convered by
the annual report on Form 10-K referred to in (a) above.
(iii) the registration statement of the Company filed on Form 10-SB
pursuant to Section 12(g) of the Exchange Act.
(iv) The description of securities which is contained in the registration
statement on Form 10-SB filed by the Company pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either indicates that all securities offered have been sold or
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities being registered will be passed upon by
Diane D. Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place,
Lakewood, Colorado 80227.
None of the experts named in the Registration Statement as having prepared
or certified a report or counsel for the Company named in the Registration
Statement as having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration of
offering of such securities have or will receive in connection with the offering
a substantial interest, direct or indirect, in the Company or its subsidiary, if
any, nor was connected with the Company or its subsidiary, if any, as a
promoter, manging underwriter, voting trustee, director, officer or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of the officers and directors of the Company. . Nevada law
provides for indemnification (which may eliminate any personal liability of a
director to the Company or its shareholders for monetary damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company. A director or officer may
be indemnified as to any matter in which he successfully defends himself.
The officers and directors of the Company are accountable to the
shareholders of the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in handling the
Company's affairs.
A shareholder may be able to institute legal action on behalf of himself
and all other similarly situated shareholders to recover damages where the
Company has failed or refused to observe the law. Shareholders may, subject to
applicable rules of civil procedure, be able to bring a class action or
derivative suit to enforce their rights, including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection with the purchase or sale of their interest in the Company due to
a breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense or any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The Company has no agreements with any of its directors or executive
officers providing for indemnification of any such persons with respect to
liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or executive officers of the Company as to which indemnification is
being sought.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
In the event certain Stock Options issued under the Stock Option Plan are
not registered pursuant to this Registration Statement, the shares of Common
Stock to be issued pursuant to an exercise of such Stock Option shall be issued
in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
In such event, each optionee, as a condition of exercise, shall represent,
warrant and agree in a form of written certificate approved by the Company that
(i) all shares of Common Stock are being acquired solely for his own account and
not on behalf of any other person or entity; (ii) no shares of Common Stock will
be sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (iii) if he
is subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of
each Form 4 filed by him and (b) timely file all reports required under the
federal securities laws; and (iv) he will report all sales of shares of Common
Stock to the Company in writing.
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement:
5.1 Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
legality of the securities being registered.
23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in the
Opinion as exhibit 5.1.
23.2 Consent of LaBonte & Co. as independent public accountants.
99.1 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent or
given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee.
The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
The undersigned registrant hereby undertakes (i) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement, if applicable, to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (ii) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (iii) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blaine, State of Washington, on July 17, 2002.
GENEMAX CORP.
By: /s/ Grant Atkins
--------------------
Grant Akints, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following person in the
capacity and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Norman J.R. MacKinnon Director July 17, 2002
- ----------------------------
Norman J.R. MacKinnon
/s/ Stephen Jewett Director July 17, 2002
- ----------------------------
Stephen Jewett
EXHIBIT 5.1
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324
303.988.6954 (facsimile)
email: ddalmy@earthlink.net
July 18, 2002
GeneMax Corp.
435 Martin Street, Suite 4000
Blaine, Washington 98230
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Please be advised that I have been engaged as counsel to GeneMax Corp.,
formerly known as "Eduverse.com" (the "Company") in connection with preparation
of a Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement"). The Registration Statement pertains
to the registration of 1,000,000 shares of the Company's Common Stock, par value
$0.001, for the issuance pursuant to the terms and provisions of the Stock
Option Plan of the Company (the "Stock Option Plan").
In connection with this opinion, I have examined originals or copies of
such documents, corporate records and other instruments as I have deemed
necessary or appropriate for the purpose of the opinion hereinafter expressed
including, but not limited to, the following: (i) the Registration Statement on
Form S-8; (ii) the Articles of Incorporation and the Bylaws of the Company, as
amended and currently in effect; (iii) the Stock Option Plan and associated
documents; (iv) certain resolutions of the Board of Directors of the Company
relating to the adoption of the Stock Option Plan and other transactions
contemplated by the Registration Statement; and (v) such other documents as I
have deemed necessary of appropriate as a basis for this opinion. I have
assumed, without independent verification, the genuineness of signatures, the
authenticity of documents and the conformity with originals of copies.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock, when issued and sold in accordance with the terms of the Stock Option
Plan, will be validly issued, fully paid and non-assessable.
GeneMax Corp.
Page Two
July 18, 2002
I am a member of the Bar of the State of Colorado and the opinions
expressed herein are limited to the corporate laws of Nevada pertaining to
matters such as the issuance of stock, but not including the "securities" or
"blue sky" laws of various states.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving the foregoing consent, I do not admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Sincerely,
/s/ Diane D. Dalmy
- ------------------
Diane D. Dalmy
EXHIBIT 23.2
LABONTE & CO. 1205 - 1095 West Pender Street
- ---------------------------------------- Vancouver, BC Canada
C H A R T E R E D A C C O U N T A N T S V6E 2M6
- ---------------------------------------- Telephone (604) 682-2778
Facsimile (604) 689-2778
Email rjl@labonteco.com
July 18, 2002
U.S. Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washingtion, D.C. 20549
Re: Genemax Corp. (formerly eduverse.com) - Form S-8 Registration of 1,000,000
shares of common stock
Dear Sir/Madame:
We hereby consent to the incorporation by reference therein of our Auditors'
Report dated January 31, 2002 to the Stockholders and Board of Directors with
respect to the consolidated financial statements of the Company included in its
annual report filed with the U.S. Securities and Exchange Commission for the
fiscal year ended December 31, 2001 on Form 10-KSB.
Sincerely,
"LaBonte & Co."
LaBonte & Co.,
Chartered Accountants
RJL/vf
c.c. Genemax Corp.
EXHIBIT 99.1
STOCK OPTION PLAN
-----------------
For:
GENEMAX CORP.
-------------
GeneMax Corp.
435 Martin Street, Suite 2000
Blaine, Washington, U.S.A.
98230
GENEMAX CORP.
-------------
STOCK OPTION PLAN
-----------------
This stock option plan (the "Plan") is adopted in consideration of services
rendered and to be rendered by key personnel to GeneMax Corp., its subsidiaries
and affiliates.
1. Definitions.
The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:
Board: The Board of Directors of GeneMax Corp.
Common Stock: The U.S. $0.001 par value common stock of GeneMax
Corp.
Company: GeneMax Corp., a corporation incorporated under the
laws of the State of Nevada, U.S.A., and any
successors in interest by merger, operation of law,
assignment or purchase of all or substantially all
of the property, assets or business of the Company.
Date of Grant: The date on which an Option (see hereinbelow) is
granted under the Plan.
Fair Market Value: The Fair Market Value of the Option Shares. Such
Fair Market Value as of any date shall be reasonably
determined by the Board; provided, however, that if
there is a public market for the Common Stock, the
Fair Market Value of the Option Shares as of any
date shall not be less than the closing price for
the Common Stock on the last trading day preceding
the date of grant; provided, further, that if the
Company's shares are not listed on any exchange the
Fair Market Value of such shares shall not be less
than the average of the means between the bid and
asked prices quoted on each such date by any two
independent persons or entities making a market for
the Common Stock, such persons or entities to be
selected by the Board. Fair Market Value shall be
determined without regard to any restriction other
than a restriction which, by its terms, will never
lapse.
Incentive Stock
Option: An Option as described in Section 9 hereinbelow
intended to qualify under section 422 of the United
States Internal Revenue Code of 1986, as amended.
Insider: Means: (i) every Director or Senior Officer of the
Company; (ii) every director or senior officer of a
company that is itself an insider or subsidiary of
the Company; (iii) any person or company who
beneficially owns, directly or indirectly, voting
securities of the Company or who exercises control
or direction over voting securities of the Company
or a combination of both carrying more than 10% of
the voting rights attached to all voting securities
of the Company for the time being outstanding other
than voting securities held by the person or company
as underwriter in the course of a distribution; or
(iv) the Company where it has purchased, redeemed or
otherwise acquired any of its securities, for so
long as it holds any of its securities.
Key Person: A person designated by the Board upon whose
judgment, initiative and efforts the Company or a
Related Company may rely, who shall include any
Director, Officer, employee or consultant of the
Company. A Key Person may include a corporation that
is wholly-owned and controlled by a Key Person who
is eligible for an Option grant, but in no other
case may the Company grant an option to a legal
entity other than an individual.
Option: The rights granted to a Key Person to purchase
Common Stock pursuant to the terms and conditions of
an Option Agreement (see hereinbelow).
Option Agreement: The written agreement (and any amendment or
supplement thereto) between the Company and a Key
Person designating the terms and conditions of an
Option.
Option Shares: The shares of Common Stock underlying an Option
granted to a Key Person.
Optionee: A Key Person who has been granted an Option.
Related Company: Any subsidiary or affiliate of the Company or of any
subsidiary of the Company. The determination of
whether a corporation is a Related Company shall be
made without regard to whether the entity or the
relationship between the entity and the Company now
exists or comes into existence hereafter.
2. Purpose and Scope.
(a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Key Persons, upon whose judgment,
initiative and efforts the Company may rely for the successful conduct
of their businesses an opportunity for investment in the Company and
the incentive advantages inherent in stock ownership in the Company.
(b) This Plan authorizes the Board to grant Options to purchase shares of
Common Stock to Key Persons selected by the Board while considering
criteria such as employment position or other relationship with the
Company, duties and responsibilities, ability, productivity, length of
service or association, morale, interest in the Company,
recommendations by supervisors and other matters.
3. Administration of the Plan.
The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under each other section of the
Plan.
In accordance with and subject to the provisions of the Plan, the Board is
hereby authorized to provide for the granting, vesting, exercise and method of
exercise of any Options all on such terms (which may vary between Options and
Optionees granted from time to time) as the Board shall determine. In addition,
and without limiting the generality of the foregoing, the Board shall select the
Optionees and shall determine: (i) the number of shares of Common Stock to be
subject to each Option, however, in no event may the maximum number of shares
reserved for any one individual exceed 5% of the issued and outstanding share
capital of the Company; (ii) the time at which each Option is to be granted;
(iii) the purchase price for the Option Shares; (iv) the Option period; and (v)
the manner in which the Option becomes exercisable or terminated. In addition,
the Board shall fix such other terms of each Option as it may deem necessary or
desirable. The Board may determine the form of Option Agreement to evidence each
Option.
The Board from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company subject to the rules and policies of any exchange or
over-the-counter market which is applicable to the Company.
The Board may from time to time make such changes in and additions to the
Plan as it may deem proper, subject to the prior approval of any exchange or
over-the-counter market which is applicable to the Company, and in the best
interests of the Company; provided, however, that no such change or addition
shall impair any Option previously granted under the Plan. If the shares are not
listed on any exchange, then such approval is not necessary.
Each determination, interpretation or other action made or taken by the
Board shall be final, conclusive and binding on all persons, including without
limitation, the Company, the stockholders, directors, officers and employees of
the Company and the Related Companies, and the Optionees and their respective
successors in interest.
4. The Common Stock.
The Board is authorized to appropriate, grant Options, issue and sell for
the purposes of the Plan, a total number of shares of the Company's Common Stock
not to exceed 1,900,000, or the number and kind of shares of Common Stock or
other securities which in accordance with Section 10 shall be substituted for
the shares or into which such shares shall be adjusted. In this regard, and
subject to the prior disinterested approval of the shareholders of the Company
at any duly called meeting of the shareholders of the Company, the total number
of shares of the Company's Common Stock which may be reserved for issuance for
Options granted and to be granted under this Plan, from time to time, may be
increased on an annual basis and to the maximum extent of 20% of the Company's
issued and outstanding Common Stock as at the date of notice of any such meeting
of the shareholders of the Company whereat such disinterested shareholders'
approval is sought and obtained by the Company. All or any unissued shares
subject to an Option that for any reason expires or otherwise terminates may
again be made subject to Options under the Plan.
5. Eligibility.
Options will be granted only to Key Persons. Key Persons may hold more than
one Option under the Plan and may hold Options under the Plan and options
granted pursuant to other plans or otherwise.
At no time, however, may Options under the Plan, together with all of the
Company's previously established or proposed share compensation arrangements,
result, at any time, in:
(a) the number of Optioned Shares reserved for issuance pursuant to the
Plan under Options granted to Insiders exceed 10% of the outstanding
shares of Common Stock;
(b) the issuance to Insiders, within a one-year period, of Options
pursuant to the Plan for which the number of Optioned Shares exceed
10% of the outstanding shares of Common Stock; or
(c) the issuance to any one Insider, and to such Insider's associates,
within a one-year period, of Options pursuant to the Plan for which
the number of Optioned Shares exceed 5% of the outstanding shares of
Common Stock.
For the purposes of the foregoing restrictions respecting Insiders of the
Company, the "outstanding shares of Common Stock" will be determined on the
basis of the number of shares of Common Stock that are outstanding immediately
prior to the Option grant in issue, excluding shares issued pursuant to share
compensation arrangements over the preceding one-year period, and, in addition,
an entitlement for Options granted to an Insider prior to such Insider becoming
an Insider may be excluded in determining the number of Optioned Shares issuable
to all Insiders of the Company.
6. Option Price and Number of Option Shares.
The Board shall, at the time an Option is granted under this Plan, fix and
determine the exercise price at which Option Shares may be acquired upon the
exercise of such Option; provided, however, that any such exercise price shall
not be less than that, from time to time, permitted under the rules and policies
of any exchange or over-the-counter market which is applicable to the Company.
The number of Option Shares that may be acquired under an Option granted to
an Optionee under this Plan shall be determined by the Board as at the time the
Option is granted; provided, however, that the aggregate number of Option Shares
reserved for issuance to any one Optionee under this Plan, or any other plan of
the Company, shall not exceed 5% of the total number of issued and outstanding
Common Stock of the Company.
7. Duration, Vesting and Exercise of Options.
(a) The option period shall commence on the Date of Grant and shall be up
to 10 years in length subject to the limitations in this Section 7 and
the Option Agreement.
(b) During the lifetime of the Optionee the Option shall be exercisable
only by the Optionee. Subject to the limitations in paragraph (a)
hereinabove, any Option held by an Optionee at the time of his death
may be exercised by his estate within one year of his death or such
longer period as the Board may determine.
(c) The Board may determine whether an Option shall be exercisable at any
time during the option period as provided in paragraph (a) of this
Section 7 or whether the Option shall be exercisable in installments
or by vesting only. If the Board determines the latter it shall
determine the number of installments or vesting provisions and the
percentage of the Option exercisable at each installment or vesting
date. In addition, all such installments or vesting shall be
cumulative. In this regard the Company will be subject, at all times,
to any rules and policies of any exchange or over-the-counter market
which is applicable to the Company and respecting any such required
installment or vesting provisions for certain or all Optionees.
(d) In the case of an Optionee who is a director or officer of the Company
or a Related Company, if, for any reason (other than death or removal
by the Company or a Related Company), the Optionee ceases to serve in
that position for either the Company or a Related Company, any option
held by the Optionee at the time such position ceases or terminates
may, at the sole discretion of the Board, be exercised within up to 90
days after the effective date that his position ceases or terminates
(subject to the limitations at paragraph (a) hereinabove), but only to
the extent that the option was exercisable according to its terms on
the date the Optionee's position ceased or terminated. After such
90-day period any unexercised portion of an Option shall expire.
(e) In the case of an Optionee who is an employee or consultant of the
Company or a Related Company, if, for any reason (other than death or
termination for cause by the Company or a Related Company), the
Optionee ceases to be employed by either the Company or a Related
Company, any option held by the Optionee at the time his employment
ceases or terminates may, at the sole discretion of the Board, be
exercised within up to 90 days (or up to 30 days where the Optionee
provided only investor relations services to the Company or a Related
Company) after the effective date that his employment ceased or
terminated (that being up to 90 days (or up to 30 days) from the date
that, having previously provided to or received from the Company a
notice of such cessation or termination, as the case may be, the
cessation or termination becomes effective; and subject to the
limitations at paragraph (a) hereinabove), but only to the extent that
the option was exercisable according to its terms on the date the
Optionee's employment ceased or terminated. After such 90-day (or
30-day) period any unexercised portion of an Option shall expire.
(f) In the case of an Optionee who is an employee or consultant of the
Company or a Related Company, if the Optionee's employment by the
Company or a Related Company ceases due to the Company's termination
of such Optionee's employment for cause, any unexercised portion of
any Option held by the Optionee shall immediately expire. For this
purpose "cause" shall mean conviction of a felony or continued
failure, after notice, by the Optionee to perform fully and adequately
the Optionee's duties.
(g) Neither the selection of any Key Person as an Optionee nor the
granting of an Option to any Optionee under this Plan shall confer
upon the Optionee any right to continue as a director, officer,
employee or consultant of the Company or a Related Company, as the
case may be, or be construed as a guarantee that the Optionee will
continue as a director, officer, employee or consultant of the Company
or a Related Company, as the case may be.
(h) Each Option shall be exercised in whole or in part by delivering to
the office of the Treasurer of the Company written notice of the
number of shares with respect to which the Option is to be exercised
and by paying in full the purchase price for the Option Shares
purchased as set forth in Section 8.
8. Payment for Option Shares.
In the case of all Option exercises, the purchase price shall be paid in
cash or certified funds upon exercise of the Option.
9. Incentive Stock Options.
(a) The Board may, from time to time, and subject to the provisions of
this Plan and such other terms and conditions as the Board may
prescribe, grant to any Key Person who is an employee eligible to
receive Options one or more Incentive Stock Options to purchase the
number of shares of Common Stock allotted by the Board.
(b) The Option price per share of Common Stock deliverable upon the
exercise of an Incentive Stock Option shall be no less than the Fair
Market Value of a share of Common Stock on the Date of Grant of the
Incentive Stock Option.
(c) The Option term of each Incentive Stock Option shall be determined by
the Board and shall be set forth in the Option Agreement, provided
that the Option term shall commence no sooner than from the Date of
Grant and shall terminate no later than 10 years from the Date of
Grant and shall be subject to possible early termination as set forth
in Section 7 hereinabove.
10. Change in Stock, Adjustments, Etc.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders which are not changed or exchanged) shall be so changed or for
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar
successive adjustments.
In the event of any such changes or exchanges, the Board shall determine
whether, in order to prevent dilution or enlargement of rights, an adjustment
should be made in the number, kind, or option price of the shares or other
securities then subject to an Option or Options granted pursuant to the Plan and
the Board shall make any such adjustment, and such adjustments shall be made and
shall be effective and binding for all purposes of the Plan.
11. Relationship of Employment.
Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any Optionee any right with respect to employment by the
Company, or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.
12. Non-transferability of Option.
No Option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except by will or the laws of descent and
distribution, and any attempt to do so shall be null and void.
13. Rights as a Stockholder.
No person shall have any rights as a stockholder with respect to any share
covered by an Option until that person shall become the holder of record of such
share and, except as provided in Section 10, no adjustments shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.
14. Securities Laws Requirements.
No Option Shares shall be issued unless and until, in the opinion of the
Company, any applicable registration requirements of the United States
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option Share certificate may be imprinted with legends reflecting federal and
state securities laws restrictions and conditions, and the Company may comply
therewith and issue "stop transfer" instructions to its transfer agent and
registrar in good faith without liability.
15. Disposition of Shares.
Each Optionee, as a condition of exercise, shall represent, warrant and
agree, in a form of written certificate approved by the Company, as follows: (i)
that all Option Shares are being acquired solely for his own account and not on
behalf of any other person or entity; (ii) that no Option Shares will be sold or
otherwise distributed in violation of the United States Securities Act of 1933,
as amended, or any other applicable federal or state securities laws; (iii) that
if he is subject to reporting requirements under Section 16(a) of the United
States Securities Exchange Act of 1934, as amended, he will (a) furnish the
Company with a copy of each Form 4 filed by him and (b) timely file all reports
required under the federal securities laws; and (iv) that he will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.
16. Effective Date of Plan; Termination Date of Plan.
The Plan shall be deemed effective as of July 15, 2002. The Plan shall
terminate at midnight on July 15, 2012 except as to Options previously granted
and outstanding under the Plan at the time. No Options shall be granted after
the date on which the Plan terminates. The Plan may be abandoned or terminated
at any earlier time by the Board, except with respect to any Options then
outstanding under the Plan.
17. Other Provisions.
The following provisions are also in effect under the Plan:
(a) the use of a masculine gender in the Plan shall also include within
its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly
indicates to the contrary;
(b) any expenses of administering the Plan shall be borne by the Company;
(c) this Plan shall be construed to be in addition to any and all other
compensation plans or programs. The adoption of the Plan by the Board
shall not be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or
other compensation arrangements as the Board may deem necessary or
desirable; and
(d) the validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and the rights of any
and all personnel having or claiming to have an interest therein or
thereunder shall be governed by and determined exclusively and solely
in accordance with the laws of the State of Nevada, U.S.A.
This Plan is dated and made effective as approved by the shareholders of
the Company on this 15th day of July, 2002.
BY ORDER OF THE BOARD OF DIRECTORS OF
GENEMAX CORP.
Per:
"Grant Atkins"
Grant Atkins
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President and a Director
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