Date



 

Date

 

Name (director, employee or officer
as defined in 2006 Plan)

Postal address

Location and postal code

 

Dear [name]: 


Re: Stock Option 


I am pleased to confirm the grant to you by Coffee Pacifica, Inc., a
corporation organized and existing under the laws of Nevada, having its
principal executive officers at Las Vegas, Nevada, and its headquarters for
Canadian operations at Vancouver, British Columbia, Canada (the "Company") of an
Option to purchase up to [number] shares of the common stock of the Company
having a par value of one tenth of one cent ($.001) per share, subject to the
terms and conditions of this letter of agreement. The grant is made by the Board
of Directors pursuant to the Company's 2006 Stock Option Plan for Employees (the
"Plan"). The Plan and a consolidated copy of the related Form S-8 Registration
Statement have been provided to you. One purpose of the Plan is to provide an
incentive for you to make significant and extraordinary contributions to the
long-term performance and growth of the Company.

The Option is not intended to qualify as an "incentive stock option"
under Section 422 of the Internal Revenue Code of 1986, as amended. Before you
exercise your Option and/or sell stock received through the exercise of the
Option, you should understand the requirements of Section 422, and of Canadian
law, if appropriate, and you may wish to consult your personal tax advisor.

The term "Company" shall include Coffee Pacifica, Inc. and any of its
subsidiaries, divisions or affiliates.

The Option is subject to the following terms and conditions:

1. Grant of Option. The Company hereby grants to you the Option to
purchase from The Company upon the terms and conditions hereinafter set forth,
up to [ ] shares of the Company's Common Stock (the "Shares"), at a purchase
price of ....... dollars ($.......) per share (the "Option"). The effective date
of grant is [date] (the "Effective Date").

2. Term and Exercise




2.1 Unless the Option is terminated pursuant to the provisions of Section
2.2, or the Option is accelerated pursuant to the provisions of Section 2.3, the
Option will become first exercisable with respect to the number of Shares set
forth below on each of the following dates:

Date Number of Shares

Exercisable on or after Date

On the Effective Date [number]

On and after [date] [number]

2.2 Subject to the provisions of Section 2.3, in the event that you are no
longer an [employee, director, officer] of the Company for any reason (the date
of such termination being referred to as the "Termination Date"), the Option
will terminate 180 days following the Termination Date and after such date no
Shares may be purchased hereunder; provided, that if you die while in the active
employ of the Company, your estate may exercise the Option with respect to the
Shares exercisable on the date of your death within a period of one year
following such date of death. You remain able to exercise your Options and are
not considered to have been terminated by the Company if you change status from
one eligible capacity to another or continue without a break of more than 90
days in at least one of the capacities of an "employee" under the Plan (that is,
as director, employee, officer, provided they are a natural person as defined in
section 1).

2.3 Notwithstanding the provisions in Section 2.1, the Option shall become
fully vested and exercisable with regard to the total number of Shares subject
to the grant under Section 1 hereof upon the occurrence of one of the following
events: (i) the sale of all or substantially all of the assets of the Company;
or (ii) the sale of all or substantially all of the issued and outstanding
capital stock of the Company. The purpose and intent of this subsection is to
permit you to participate in such sale with respect to all Shares obtainable
pursuant to the Option. The Company will provide you with notice of any sale so
as to enable you to exercise the Option. In the event you, after receipt of
notice of a sale as contemplated in this paragraph, do not exercise the Option,
the Company may, at the sole and absolute discretion of the Board of Directors,
pay you the difference between the price per share that you would receive
pursuant to the stock or asset sale transaction and the Option exercise price,
and upon such payment the Option shall have no further force and effect.

2.4 You, or the legal representative of your estate in the event contemplated
in Section 2.2, shall exercise the Option by giving written notice to the
Company at its principal place of business accompanied by the Option's exercise
price in cash, or certified or cashier's check. The Option may be exercised only
in increments of 1,000 or more Shares. Notations as to partial exercise shall be
recorded on Schedule A attached hereto and made a part hereof.

2.5 Subject to the provisions of Sections 2.2 and 2.3, if not sooner
exercised, the Option shall lapse and be of no further force or effect on [date
five years from Effective Date of the Options awarded].

3. Other Conditions and Limitations.

3.1 The Option may not be sold or otherwise transferred by you. The Option is
granted on the condition that your purchase of Stock hereunder shall be for
investment purposes only, and not with a view to resale or distribution. At the
time of the exercise of the Option, you shall execute such documents as the
Company may require to implement the foregoing conditions and to acknowledge
your familiarity with restrictions on the resale of the Shares under applicable
securities laws. 

3.2 Before the exercise of the Option and the subsequent issuance of the
corresponding stock certificate, you will have no rights as a shareholder of the
Company with respect to the Shares subject to the Option.

4. Post-Option Exercise Restrictions.

4.1 Transfer of Your Stock. Following the exercise of the Option
granted hereunder, the stock acquired will be referred to as "your Stock." You
and your transferees shall not transfer, through sale or otherwise, any interest
in any Shares of your Stock other than in accordance with the provisions of this
Section 4, in compliance with applicable federal and state securities laws.

4.2 Purchaser Representative. If the Company or the holders of Company
securities enter into any negotiation or transaction for which Rule 506 (or any
similar rule then in effect) promulgated by the Securities and Exchange
Commission may be available (including a merger, consolidation, or other
reorganization), the holders of your Stock will, at the request of the Company,
appoint a purchaser representative as such term is defined in Rule 501. If any
holder of your Stock appoints the purchaser representative appointed by the
Company, the Company will pay the fees of such purchaser representative, but if
any holder of your Stock declines to appoint the purchaser representative
appointed by the Company, such holder of your Stock shall be fully responsible
for the fees of the purchaser representative so appointed.

5. Definition of Your Stock. For the purposes of this agreement, the
term "your Stock" means Shares of Company common stock, acquired upon the
exercise of the Option. Your Stock shall continue to be your Stock in the hands
of any holder other than you (except for the Company and purchasers pursuant to
an offering registered with the Securities Exchange and Commission or purchasers
pursuant to a Rule 144 transaction), and each such other holder of your Stock
will succeed to all rights and obligations attributable to you as holder of your
Stock hereunder. Your Stock will also include Shares of the Company's capital
stock issued with respect to shares of your Stock by way of stock split, stock
dividend or other recapitalization.

6. Right to Call Your Stock. The Company shall have the right to
repurchase all of your Stock upon the occurrence of one of the following events:
(i) the sale of all or substantially all of the Company's assets to an unrelated
third party, or (ii) the acquisition by an unrelated third party of at least two
thirds of the then issued and outstanding shares of common stock of the Company.
The Company shall communicate to you its intent to exercise this right in
writing and shall pay you as the purchase price for your Stock an amount equal
to the per share price paid by the unrelated third party in the transaction that
triggers the right to call.

7. Impact of Liquidation, Dissolution, Reorganization or Change of Control
Events ("Events"). Except as otherwise provided in paragraph 6 above, the
impact of such events shall be governed in accordance with the terms of section
XI of the Plan.

8. Notices. Any notice provided for in this agreement must be in
writing, and must be either personally delivered, or mailed first class mail, to
the recipient at his or its respective address set forth at the beginning of
this letter agreement or to such other address as any party may designate by
written notice delivered hereunder. Any notice under this agreement shall be
deemed given when received by the addressee. 

9. Nondisclosure and Developments.



9.1 You will not, at any time, whether during your employment or after the
Termination Date, reveal to any person or entity any of the trade secrets or
confidential information concerning the organization, business or finances of
the Company or of any third party which the Company is under an obligation to
keep confidential (including, but not limited to, trade secrets or confidential
information respecting inventions, products, designs, methods, know-how,
techniques, systems, processes, software programs, work of authorship, customer
lists, projects, plans and proposals), except as may be required in the ordinary
course of performing your duties as an [employee, director, officer] of the
Company, and you shall keep secret all matters entrusted to you and shall not
use or attempt to use any such information in any manner which may injure or
cause loss or may be calculated to injure or cause loss to the Company, whether
direct or indirect; provided, however, that this paragraph shall not apply to
any such information which becomes public knowledge through no fault of yours.

You further agree that during your employment you will not make, use or
permit to be used any notes, memoranda, report lists, records, drawings,
sketches, specifications, software programs, data, documentation or other
materials of any nature relating to any matter within the scope of the business
of the Company or concerning any of its dealings or affairs otherwise than for
the benefit of the Company. You further agree that you shall not, after the
termination of your employment, use or permit to be used any such notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs, data, documentation or other materials, it being agreed that all of
the foregoing shall be and remain the sole and exclusive property of the Company
and that immediately upon the termination of your employment, you shall deliver
all of the foregoing, and all copies thereof, to the Company, at its main
office.

9.2 If at any time or times during your employment, you shall (either alone
or with others) make, conceive, discover, design, development, improvement,
process, software program, work of authorship, documentation, formula, data,
technique, know-how, secret or intellectual property right whatsoever or any
interest therein (whether or not patentable or registrable under copyright or
similar statutes or subject to analogous protection) (herein called
"Developments") that (a) relates to the business of the Company or any customer
of or supplier to the Company or any of the products or services being
developed, manufactured or sold by the Company or which may be used in relation
therewith, (b) results from tasks assigned to you by the Company, or (c) results
from the use of premises or personal property (whether tangible or intangible)
owned, leased or contracted for by the Company, such Developments and the
benefits thereof shall immediately become the sole and absolute property of
Company and its assigns, and you shall promptly disclose to the Company (or any
person designated by it) each such Development and you hereby assign any rights
you may have or acquire in the Developments and benefits and/or rights resulting
therefrom to the Company and its assigns without further compensation and shall
communicate, without cost or delay, and without publishing the same, all
available information relating thereto (with all necessary plans and models) to
the Company.

Upon disclosure of each Development to the Company, you will, during your
employment and at any time thereafter, at the request and cost of the Company,
sign, execute, make and do all such deeds, documents, acts and things as the
Company and its duly authorized agents may reasonably require:

(a) to apply for, obtain and vest in the name of the Company alone (unless
the Company otherwise directs) letters patent, copyrights or other analogous
protection in any country throughout the world and when so obtained or vested to
renew and restore the same; and

(b) to defend any opposition proceedings in respect of such applications and
any opposition proceedings or petitions or applications for revocation of such
letters patent, copyright or other analogous protection.

In the event the Company is unable, after reasonable effort, to secure your
signature on any letters patent, copyright or other analogous protection
relating to a Development, whether because of your physical or mental incapacity
or for any other reason whatsoever, you hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as your agent and
attorney-in-fact, to act for and in your behalf and stead to execute and file
any such application or applications and to do all other lawfully permitted acts
to further the prosecution and issuance of letters patent, copyright or other
analogous protection thereon with the same legal force and effect as if executed
by you.

9.3 You agree that any breach of this Section 9 of this letter agreement will
cause irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of my obligations hereunder.

9.4 You further represent that your performance of all of the terms of this
letter agreement and as an [employee, director, officer] of the Company does not
and will not breach any agreement to keep in confidence proprietary information
acquired by you in confidence or in trust prior to your employment by the
Company. You have not entered into, and you agree that you will not enter into,
any agreement either written or oral in conflict herewith.

10. Severability. Whenever possible, each provision of this letter
agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this agreement is held to be invalid,
illegal or unenforceable, such invalidity, illegality or unenforceability will
not affect any other provision, and this agreement shall be reformed and
construed as if such invalid provisions had never been contained herein.

11. Complete Agreement. Except as otherwise provided in Section 13
hereof, this agreement embodies the complete agreement and understanding of the
parties and supersedes and preempts any prior understandings, agreements or
representations, written or oral, between the parties, which may have related to
the subject matter hereof in any way.

12. Successors and Assigns. This agreement is intended to bind and
inure to the benefit of you and your respective heirs, executors,
administrators, personal representatives, successors and permitted assigns. The
Company shall have the right to assign this agreement to its successors and
assigns, and all covenants and agreements hereunder shall inure to the benefit
of and be enforceable by said successors and assigns.

13. Choice of Law. All questions concerning the construction, validity
and interpretation of this agreement will be governed by the laws of state of
Nevada without regard to the conflict of law rules thereof.

14. Employment. You understand that this agreement does not create an
obligation on the part of the Company to continue your employment.

15. Waiver. Any waiver by the Company of a breach of any provision of
this letter agreement shall not operate or be construed as a waiver of any
subsequent breach of such provision or any other provision hereof.

16. Designation of Beneficiary. You will file with the Company a
written designation of one or more persons as the beneficiary who shall be
entitled to exercise the Option upon your death. You may from time to time
revoke or change your beneficiary designation without the consent of any prior
beneficiary by filing a new designation with the Company. The last such
designation received by the Company shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Company prior to your death, and in no event shall it be
effective as of a date prior to its receipt. If no beneficiary designation is in
effect at the time of your death, or if no designated beneficiary survives you,
or if such designation conflicts with law, your estate shall be entitled to
exercise your rights hereunder. If the Company is in doubt as to the right of
any person to exercise your rights, the Company may retain the Shares
transferable hereunder, without liability for any interest thereon, until the
Company determines the rights thereto.

17. Withholding. The exercise of the Option pursuant to this letter
agreement shall be subject to all applicable federal and state laws, rules and
regulations, including without limitation the Company's obligation to withhold
income taxes to the extent required by law. The Company may condition your
exercise of the Option or any portion thereof on your providing the Company with
funds sufficient to cover all required withholding.

By signing the attached copy of this letter, you agree to be bound by the
terms and conditions of this letter agreement.



Sincerely yours, 

COFFEE PACIFICA, INC.

 

By: 

Its: 


 

ACCEPTED AND AGREED on the date and

year first above written:






By: [Name of Participant]

 


SCHEDULE "A"

NOTATIONS AS TO PARTIAL EXERCISE




 


	
    Date of 	
    Number of Shares 	
    Balances of Shares 	
    Authorized
	
    Notation 	
    Purchased 	
    Subject to Option 	
    Signature