exv10w19



 





EXHIBIT 10.19




	 	 	 	 	 
	 

	 	GlobalSecure Holdings, Ltd.	 	 
	 

	 	Nonstatutory Stock Option Notice
	 	Grant No.: 05-2005-023






     This Notice evidences the award of nonstatutory stock options (each, an “Option” or
collectively, the “Options”) that have been granted to you, Ross Mandell, subject to the terms of
the attached Nonstatutory Stock Option Agreement (the “Agreement”). The Options entitle you to
purchase shares of common stock, par value $0.0001 per share (“Common Stock”), of GlobalSecure
Holdings, Ltd., a Delaware corporation (the “Company”). The number of shares you may purchase and
the exercise price at which you may purchase them are specified below. This Notice constitutes
part of and is subject to the terms and provisions of the Agreement, which are incorporated by
reference herein.



Grant Date: May 6, 2005



Number of Shares: 1,000,000



Exercise Price: $2.00 per share



Expiration Date: The Options expire at 5:00 p.m. Eastern Time on the last business day
coincident with or prior to the 10th anniversary of the Grant Date (the “Expiration
Date”), unless fully exercised or terminated earlier.



Exercisability Schedule: The Options are exercisable as of the date of this
Agreement.



Termination Events: The Options shall terminate immediately upon a Change of
Control.




	 	 	 	 	 	 	 
	 	 	GLOBALSECURE HOLDINGS, LTD.	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 /s/ Craig Bandes
	 	 
	 
	 	Date:	 	June 25, 2005
	 	 
	 
	 	 	 	 	 	 






 









 








Grant No.: 05-2005-023




Nonstatutory Stock Option Agreement




     1. Terminology. Capitalized terms used in this Agreement and not defined in context
are defined in the correlating Stock Option Notice and/or the Glossary at the end of the Agreement.



     2. Exercise of Options.



          (a) Exercisability. The Options will become exercisable in accordance with the
Exercisability Schedule set forth in the Stock Option Notice.




          (b) Right to Exercise. You may exercise the Options, to the extent exercisable, at
any time on or before 5:00 p.m. Eastern Time on the Expiration Date or the earlier termination of
the Options, unless otherwise provided under applicable law. The Options may be exercised only in
multiples of whole Shares and may not be exercised at any one time as to fewer than one hundred
Shares (or such lesser number of Shares as to which the Options are then exercisable). No
fractional Shares will be issued under the Options.




          (c) Exercise Procedure. In order to exercise the Options, you must provide the
following items to the Secretary of the Company or his or her delegate before the expiration or
termination of the Options:





	 	(i)	 	notice, in such manner and form as the
Administrator may require from time to time, specifying the number of
Shares to be purchased under the Options;
	 
	 	(ii)	 	full payment of the Exercise Price for the
Shares or properly executed, irrevocable instructions, in such manner
and form as the Administrator may require from time to time, to
effectuate a broker-assisted cashless exercise, each in accordance with
Section 2(d) of this Agreement; and
	 
	 	(iii)	 	an executed copy of any other agreements
requested by the Administrator pursuant to Section 2(e) of this
Agreement.




An exercise will not be effective until the Secretary of the Company or his or her delegate
receives all of the foregoing items.




          (d) Method of Payment. You may pay the Exercise Price by:





	 	(i)	 	delivery of cash, certified or cashier’s check,
money order or other cash equivalent acceptable to the Administrator in
its discretion;
	 
	 	(ii)	 	a broker-assisted cashless exercise in
accordance with Regulation T of the Board of Governors of the Federal
Reserve System through a brokerage firm approved by the Administrator;
	 
	 	(iii)	 	subject to such limits as the Administrator
may impose from time to time, tender (via actual delivery or
attestation) to the Company of other shares of Common Stock of the
Company which have a Fair Market Value on the date of tender equal to
the Exercise Price, provided that tender of such shares
will not result in the Company having to record a charge to earnings
under United States generally accepted accounting principles then
applicable to the Company;
	 
	 	(iv)	 	any other method approved by the Administrator;
or
	 
	 	(v)	 	any combination of the foregoing.





     (e) Agreement to Execute Other Agreements. You agree to execute, as a condition
precedent to the exercise of the Options and at any time thereafter as may reasonably be requested
by the Administrator, a Stock Restriction Agreement substantially in the form, and containing the
terms and provisions, of the Stock Restriction



GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell




 









 








Grant No.: 05-2005-023



Agreement attached hereto as Exhibit A, with respect to any shares you acquire
pursuant to this Agreement; provided, however, that execution of the Stock
Restriction Agreement will not be required upon any exercise that occurs after the closing of the
first public offering of capital stock of the Company that is effected pursuant to a registration
statement filed with, and declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933 or, if later, the expiration of any market stand-off agreement that applies
to other stockholders of the Company respecting such public offering of capital stock.




          (f) Issuance of Shares upon Exercise. As soon as practicable after exercise of the
Options, the Company will deliver a share certificate to you, or deliver Shares electronically or
in certificate form to your designated broker on your behalf, for the Shares issued upon exercise.
Any share certificates delivered will, unless the Shares are registered or an exemption from
registration is available under applicable federal and state law, bear a legend restricting
transferability of such Shares and referencing any applicable Stock Restriction Agreement.




     3. Market Stand-Off Agreement. You agree that following the effective date of a
registration statement of the Company filed under the Securities Act of 1933, you, for the duration
specified by and to the extent requested by the Company and an underwriter of Common Stock or other
securities of the Company, shall not offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, enter into a transaction which would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any
of the economic consequences of ownership of such securities, whether any such aforementioned
transaction is to be settled by delivery of such securities or other securities, in cash or
otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition,
or to enter into any such transaction, swap, hedge or other arrangement, in each case during the
seven days prior to and the 180 days after the effectiveness of any underwritten offering of the
Company’s equity securities (or such longer or shorter period as may be requested in writing by the
managing underwriter and agreed to in writing by the Company) (the “Market Stand-Off Period”),
except as part of such underwritten registration if otherwise permitted. In addition, you agree to
execute any further letters, agreements and/or other documents requested by the Company or its
underwriters that are consistent with the terms of this Section 3. The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing restrictions until
the end of such Market Stand-Off Period.



     4. Nontransferability of Options. These Options are nontransferable otherwise than by
will or the laws of descent and distribution and during your lifetime, the Options may be exercised
only by you or, during the period you are under a legal disability, by your guardian or legal
representative. Except as provided above, the Options may not be assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process.



     5. Nonqualified Nature of the Options. The Options are not intended to
qualify as incentive stock options within the meaning of Code section 422, and this Agreement shall
be so construed. You hereby acknowledge that, upon exercise of the Options, you will recognize
compensation income in an amount equal to the excess of the then Fair Market Value of the Shares
over the Exercise Price and must comply with the provisions of Section 6 of this Agreement with
respect to any tax withholding obligations that arise as a result of such exercise.



     6. Withholding of Taxes. At the time the Options are exercised, in whole or in part,
or at any time thereafter as requested by the Company, you hereby authorize withholding from
payroll or any other payment of any kind due to you and otherwise agree to make adequate provision
for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in
connection with the Options. The Company may require you to make a cash payment to cover any
withholding tax obligation as a condition of exercise of the Options or issuance of share
certificates representing Shares.



     The Administrator may, in its sole discretion, permit you to satisfy, in whole or in part, any
withholding tax obligation which may arise in connection with the Options either by electing to
have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by
electing to deliver to the Company already-owned shares, in either case having a Fair Market Value
equal to the amount necessary to satisfy the statutory minimum withholding amount due.



GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell




 









 








Grant No.: 05-2005-023




     7. Adjustments. The Administrator may make various adjustments to your Options,
including adjustments to the number and type of securities subject to the Options and the Exercise
Price. In the event of any transaction resulting in a Change in Control of the Company, the
outstanding Options will terminate upon the effective time of such Change in Control unless
provision is made in connection with the transaction for the continuation or assumption of such
Options by, or for the substitution of the equivalent awards of, the surviving or successor entity
or a parent thereof. In the event of such termination, you will be permitted, immediately before
the Change in Control, to exercise or convert all portions of such Options that are then
exercisable or which become exercisable upon or prior to the effective time of the Change in
Control.



     8. Non-Guarantee of Employment or Service Relationship. Nothing in this Agreement
will alter your at-will or other employment status or other service relationship with the Company,
nor be construed as a contract of employment or service relationship between you and the Company,
or as a contractual right for you to continue in the employ of, or in a service relationship with,
the Company for any period of time, or as a limitation of the right of the Company to discharge you
at any time with or without Cause or notice and whether or not such discharge results in the
failure of any of the Options to become exercisable or any other adverse effect on your interests.



     9. No Rights as a Stockholder. You shall not have any of the rights of a stockholder
with respect to the Shares until such Shares have been issued to you upon the due exercise of the
Options. No adjustment will be made for dividends or distributions or other rights for which the
record date is prior to the date such Shares are issued.



     10. The Company’s Rights. The existence of the Options shall not affect in any way
the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of the Company’s assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.



     11. Entire Agreement. This Agreement, together with the correlating Stock Option
Notice, contain the entire agreement between you and the Company with respect to the Option. Any
oral or written agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to the Options shall be
void and ineffective for all purposes.



     12. Amendment. This Agreement may be amended from time to time by the Administrator
in its discretion; provided, however, that this Agreement may not be modified in a
manner that would have a materially adverse effect on the Options or Shares as determined in the
discretion of the Administrator, except as provided in a written document signed by you and the
Company.



[Glossary begins on next page]




GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell




 









 








Grant No.: 05-2005-023




GLOSSARY




          (a) “Affiliate” means any entity, whether now or hereafter existing, which controls, is
controlled by, or is under common control with, GlobalSecure Holdings, Ltd. For this purpose,
“control” means ownership of 50% or more of the total combined voting power or value of all classes
of stock or interests of the entity.




          (b) “Cause” unless otherwise defined in an employee’s employment agreement, in which case such
definition shall take precedence, has the meaning ascribed to such term or words of similar import
in your written employment or service contract with the Company as in effect at the time at issue
and, in the absence of such agreement or definition, means your (i) conviction of, or plea of nolo
contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of
any funds or property of the Company, any affiliate, customer or vendor; (iii) personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule or regulation (other than
minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal
profit; (iv) willful misconduct in connection with your duties or willful failure to perform your
responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs;
(vi) violation of any Company rule, regulation, procedure or policy; or (vii) breach of any
provision of any employment, non-disclosure, non-competition, non-solicitation or other similar
agreement executed by you for the benefit of the Company, all as determined by the Administrator,
which determination will be conclusive.




          (c) “Company” includes GlobalSecure Holdings, Ltd. and its Affiliates, except where the
context otherwise requires. For purposes of determining whether a Change in Control has occurred,
Company shall mean only GlobalSecure Holdings, Ltd.




          (d) “Fair Market Value” means, with respect to a share of the Company’s Common Stock for any
purpose on a particular date, the value determined by the Administrator in good faith. However, if
the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and listed for trading on a national exchange or market, “Fair Market Value” means, as
applicable, (i) either the closing price or the average of the high and low sale price on the
relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock
Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on
the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the
National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s
discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the
closing bid and asked prices on the relevant date furnished by a professional market maker for the
Common Stock, or by such other source, selected by the Administrator. If no public trading of the
Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall
be determined as of the next preceding date on which trading of the Common Stock does occur. For
all purposes under this Agreement, the term “relevant date” means either the date as of which Fair
Market Value is to be determined or the next preceding date on which public trading of the Common
Stock occurs, as determined in the Administrator’s discretion..




          (e) “Good Reason” has the meaning ascribed to such term or words of similar import in your
written employment or service contract with the Company as in effect at the time at issue. In the
absence of such agreement or definition, Good Reason means any requirement that the you relocate,
by more than 100 miles, the principal location from which you perform services for the Company as
compared to such location immediately prior to the occurrence of the Change in Control.




          (f) “Service” means your employment or other service relationship with the Company.




          (g) “Shares” mean the shares of Common Stock underlying the Options.




          (h) “Stock Option Notice” means the written notice evidencing the award of the Options that
correlates with and makes up a part of this Agreement.




          (i) “Total and Permanent Disability” means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to




GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell




 









 








Grant No.: 05-2005-023



result in death or which has lasted or can be expected to last for a continuous period of not
less than twelve months. The Administrator may require such proof of Total and Permanent
Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s
good faith determination as to whether you are totally and permanently disabled will be final and
binding on all parties concerned.




          (j) “You”; “Your”. “You” or “your” means the recipient of the award of Options as reflected
on the Stock Option Notice. Whenever the Agreement refers to “you” under circumstances where the
provision should logically be construed, as determined by the Administrator, to apply to your
estate, personal representative, or beneficiary to whom the Options may be transferred by will or
by the laws of descent and distribution, the word “you” shall be deemed to include such person.




          (k) “Administrator” means the Board or the committee(s) or officer(s) appointed by the Board
that have authority to administer options to purchase shares of the Company’s common stock.




          (l) “Change in Control” means: (i) the acquisition (other than from the Company) in one or
more transactions by any Person, as defined in this Section 2(e), of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) of 50% or more of (A) the then outstanding shares of the securities of the Company, or (B)
the combined voting power of the then outstanding securities of the Company entitled to vote
generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or
other conveyance of all or substantially all of the assets of the Company; or (iii) the effective
time of any merger, share exchange, consolidation, or other business combination involving the
Company if immediately after such transaction persons who hold a majority of the outstanding voting
securities entitled to vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately prior to such
transaction, held the Company Voting Stock; provided, however, that a Change in Control shall not
include a public offering of capital stock of the Company; and provided, further, that for purposes
of any Award or subplan that constitutes a “nonqualified deferred compensation plan,” within the
meaning of Code section 409A, the Administrator, in its discretion, may specify a different
definition of Change in Control in order to comply with the provisions of Code section 409A. For
purposes of this Section 2(e), a “Person” means any individual, entity or group within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than:
employee benefit plans sponsored or maintained by the Company and by entities controlled by the
Company or an underwriter of the Common Stock in a registered public offering.




[End of Glossary]




GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell




 









 








EXERCISE FORM




Options Administrator

c/o Office of the Corporate Secretary

GlobalSecure Holdings, Ltd.

2600 Virginia Ave., NW

Suite 600

Washington, DC 20037



Gentlemen:




     I hereby exercise the Options granted to me on ___, ___, by GlobalSecure
Holdings, Ltd. (the “Company”), subject to all the terms and provisions of the applicable grant
agreement, and notify you of my desire to purchase ___shares of Common Stock of the
Company at a price of $  per share pursuant to the exercise of said Options.



     [Add the following if exercise occurs while the Company is privately held:



     This will confirm my understanding with respect to the shares to be issued to me by reason of
this exercise of the Options (the shares to be issued pursuant hereto shall be collectively
referred to hereinafter as the “Shares”) as follows:



          (a) I am purchasing the Shares for my own account for investment only, and not with a view to,
or for sale in connection with, any distribution of the Shares in violation of the Securities Act
of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act.




          (b) I understand that the Shares are being issued without registration under the Securities
Act, in reliance upon one or more exemptions contained in the Securities Act, and such reliance is
based in part on the above representation. I also understand that the Company is not obligated to
comply with the registration requirements of the Securities Act or with the requirements for an
exemption under Regulation A under the Securities Act for my benefit.




          (c) I have had such opportunity as I deemed adequate to obtain from representatives of the
Company such information as is necessary to permit me to evaluate the merits and risks of my
investment in the Company.




          (d) I have sufficient experience in business, financial and investment matters to be able to
evaluate the risks involved in the purchase of the Shares and to make an informed investment
decision with respect to such purchase.




          (e) I can afford a complete loss of the value of the Shares and am able to bear the economic
risk of holding such Shares for an indefinite period.




          (f) I understand that (i) the Shares have not been registered under the Securities Act and are
“restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) the Shares
cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under
the Securities Act or an exemption from registration is then available and, therefore, they may
need to be held indefinitely; and (iii) there is now no registration statement on file with the
Securities and Exchange Commission with respect to any stock of the Company and the Company has no
obligation or current intention to register the Shares under the Securities Act. As a condition to
any transfer of the Shares, I understand that the Company may require an opinion of counsel
satisfactory to the Company to the effect that such transfer does not require registration under
the Securities Act or any state securities law.




          (g) I understand that the certificates for the Shares to be issued to me will bear a legend
substantially as follows:




GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell




 









 









The shares of stock represented by this certificate are subject to restrictions on
transfer, an option to purchase and a market stand-off agreement set forth in a
certain Stock Restriction Agreement between the corporation and the registered owner
of this certificate (or his predecessor in interest), and no transfer of such shares
may be made without compliance with that Agreement. A copy of that Agreement is
available for inspection at the office of the corporation upon appropriate request and
without charge.




The securities represented by this stock certificate have not been registered under
the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State
Acts”), and shall not be sold, pledged, hypothecated, donated, or otherwise
transferred (whether or not for consideration) by the holder except upon the issuance
to the corporation of a favorable opinion of its counsel and/or submission to the
corporation of such other evidence as may be satisfactory to counsel for the
corporation, to the effect that any such transfer shall not be in violation of the Act
and the State Acts.


The Company will issue appropriate stop transfer instructions to its transfer agent.




          (h) I am a party to a grant agreement and a stock restriction agreement with the Company,
pursuant to which I have agreed to certain restrictions on the transferability of the Shares and
other matters relating thereto.]




Total Amount Enclosed: $                    




	 	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Optionee)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Received by GlobalSecure Holdings, Ltd. on	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	                                        ,                     	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





GlobalSecure Holdings, Ltd.

Nonstatutory Stock Option Agreement

Non-Plan

Ross Mandell