2003 Non-Qualified Stock Option Plan



 

 

EXHIBIT
10.1

 

 

AMERICHIP
INTERNATIONAL, INC. 

 

AMENDED
AND RESTATED

 

2003
NONQUALIFIED STOCK OPTION PLAN 

 

ARTICLE
I

Purpose
of Plan 

 

This
AMENDED AND RESTATED 2003 NONQUALIFIED STOCK OPTION PLAN (the "Plan") of
AMERICHIP INTERNATIONAL, INC. (the "Company") for persons employed or associated
with the Company, including without limitation any employee, director, general
partner, officer, attorney, accountant, consultant or advisor, is intended to
advance the best interests of the Company by providing additional incentive to
those persons who have a substantial responsibility for its management, affairs,
and growth by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company. Further, the availability and offering of Stock Options under the Plan
supports and increases the Company's ability to attract, engage and retain
individuals of exceptional talent upon whom, in large measure, the sustained
progress growth and profitability of the Company for the shareholders depends.


 

ARTICLE
II 

Definitions


 

For
Plan purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below: 

 

"Board"
shall mean the Board of Directors of the Company.

 

"Code"
shall mean the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.

 

"Committee"
shall mean the Compensation Committee, or such other committee appointed by the
Board, which shall be designated by the Board to administer the Plan. The
Committee shall be composed of one or more persons as from time to time are
appointed to serve by the Board and may be members of the Board or in the
alternative, the Plan may be administered by the entire Board. 

 

"Common
Shares" shall mean the Company's Common Shares $0.001 par value per share, or,
in the event that the outstanding Common Shares are hereafter changed into or
exchanged for different shares or securities of the Company, such other shares
or securities.

 

"Company"
shall mean AMERICHIP INTERNATIONAL, INC., a Nevada corporation, and any parent
or subsidiary corporation of AMERICHIP INTERNATIONAL, INC., as such terms are
defined in Section 425(e) and 425(f), respectively of the Code. 

 

"Optionee"
shall mean any person employed or associated with the affairs of the Company who
has been granted one or more Stock Options under the Plan.

 

"Stock
Option" or "NQSO" shall mean a stock option granted pursuant to the terms of the
Plan.

 




















 

"Stock
Option Agreement" shall mean the agreement between the Company and the Optionee
under which the Optionee may purchase Common Shares hereunder. 

 

ARTICLE
III

Administration
of the Plan 

 

1.
  The Committee or Board shall administer the plan and accordingly, it
shall have full power to grant Stock Options, construe and interpret the Plan,
establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, it believes reasonable and
proper. 

 

2.
  The determination of those eligible to receive Stock Options, and the
amount, price, type and timing of each Stock Option and the terms and conditions
of the respective stock option agreements shall rest in the sole discretion of
the Committee, subject to the provisions of the Plan. 

 

3.
  The Committee or Board may cancel any Stock Options awarded under the
Plan if an Optionee conducts himself in a manner which the Committee determines
to be contrary to the best interest of the Company and its shareholders as set
forth more fully in paragraph 8 of Article X of the Plan.

 

4.
  The Board or the Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any granted Stock Option, in the
manner and to the extent it shall deem necessary to carry it into effect.


 

5.
  Any decision made, or action taken, by the Committee or the Board arising
out or in connection with the interpretation and administration of the Plan
shall be final and conclusive. 

 

6.
  Meetings of the Committee shall be held at such times and places as shall
be determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Company may take any action otherwise proper
under the Plan by the affirmative vote, taken without a meeting, of a majority
of its members. 

 

7.
  No member of the Committee shall be liable for any act or omission of any
other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan except those resulting form his own gross negligence or
willful misconduct.

 

8.
  The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the eligibility of
Optionees, their duties and performance, and current information on any
Optionee's death, retirement, disability or other termination of association
with the Company, and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties hereunder.


 

ARTICLE
IV 

Shares
Subject to the Plan 

 

1.
  The total number of shares of the Company available for grants of Stock
Options under the Plan shall be 58,000,000 Common Shares, subject to adjustment
as herein provided, which shares may be either authorized but unissued or
reacquired Common Shares of the Company.

 

2.
  If a Stock Option or portion thereof shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares covered by
such NQSO shall be available for future grants of Stock Options.

 




















 

ARTICLE
V 

Stock
Option Terms and Conditions 

 

1.
  Consistent with the Plan's purpose, Stock Options may be granted to any
person who is performing or who has been engaged to perform services relating to
the operation, development and growth of the Company.

 

2.
  Determination of the option price per share for any stock option issues
hereunder shall rest in the sole and unfettered discretion of the Committee.


 

3.
  All Stock Options granted under the Plan shall be evidenced by agreements
which shall be subject to applicable provisions of the Plan, and such other
provisions as the Committee may adopt, including the provisions set forth in
paragraphs 2 through 11 of this Article V.

 

4.
  All Stock Options granted hereunder must be granted within ten years from
the date this Plan is adopted. 

 

5.
  No Stock Option granted hereunder shall be exercisable after the
expiration of ten years from the date such NQSO is granted. The Committee, in
its discretion, may provide that an option shall be exercisable during such ten
year period or during any lesser period of time. The Committee may establish
installment exercise terms for a Stock Option such that the NQSO becomes fully
exercisable in a series of cumulating portions. If an Optionee shall not, in any
given installment period, purchase all the Common Shares which such Optionee is
entitled to purchase within such installment period, such Optionee's right to
purchase any Common Shares not purchased in such installment period shall
continue until the expiration or sooner termination of such NQSO. The Committee
may also accelerate the exercise of any NQSO. 

 

6.
  A Stock Option, or portion thereof, shall be exercised by deliver of (i)
a written notice of exercise to the Company specifying the number of Common
Shares to be purchased, and (ii) payment of the full exercise price of such
Common Shares, as fully set forth in paragraph 7 of this Article V. The payment
of the exercise price may be offset against a debt owed by the Company to the
Optionee.   No NQSO or installment thereof shall be reusable except with
respect to whole shares, and fractional share interests shall be disregarded.
Not less than 100 Common Shares may be purchased at one time unless the number
purchased is the total number at the time available for purchase under the NQSO.
Until the Common Shares represented by an exercised NQSO are issued to an
Optionee, he shall have none of the rights of a shareholder.

 

7.
  The exercise price of a Stock Option, or portion thereof, may be paid:


 

A.
  In United States dollars, in cash or by cashier's check, certified check,
bank draft or money order, payable to the order of the Company in an amount
equal to the option price or offset against an existing debt owed by the Company
to the Optionee; or,     

 

B.
  At the discretion of the Committee, through the delivery of fully paid
and nonassessable Common Shares, with an aggregate fair market value (determined
as the average of the highest and lowest reported sales prices on the Common
Shares as of the date of exercise of the NQSO, as reported by such responsible
reporting service as the Committee may select, or if there were not transactions
in the Common Shares on such day, then the last preceding day on which
transactions took place), as of the date of the NQSO exercise equal to the
option price, provided such tendered shares, or any derivative security
resulting in the issuance of Common Shares, have been owned by he Optionee for
at least 30 days prior to such exercise; or, 

 

C.
  By a combination of both A and B above. 

 




















 

8.
  The Committee shall determine acceptable methods for tendering Common
Shares as payment upon exercise of a Stock Option and may impose such
limitations and prohibitions on the use of Common Shares to exercise an NQSO as
it deems appropriate. 

 

9.
  With the Optionee's consent, the Committee may cancel any Stock Option
issued under this Plan and issue a new NQSO to such Optionee. 

 

10.
  Except by will, the laws of descent and distribution, or with the written
consent of the Committee, no right or interest in any Stock Option granted under
the Plan shall be assignable or transferable, and no right or interest of any
Optionee shall be liable for, or subject to, any lien, obligation or liability
of the Optionee. Upon petition to, and thereafter with the written consent of
the Committee, an Optionee may assign or transfer all or a portion of the
Optionee's rights and interest in any stock option granted hereunder. Stock
Options shall be exercisable during the Optionee's lifetime only by the Optionee
or assignees, or the duly appointed legal representative of an incompetent
Optionee, including following an assignment consented to by the Committee
herein. 

 

11.
  No NQSO shall be exercisable while there is outstanding any other NQSO
which was granted to the Optionee before the grant of such option under the Plan
or any other plan which gives the right to the Optionee to purchase stock in the
Company or in a corporation which is a parent corporation (as defined in Section
425(e) of the Code) of the Company, or any predecessor corporation of any of
such corporations at the time of the grant. An NQSO shall be treated as
outstanding until it is either exercised in full or expires by reason of lapse
of time. 

 

12.
Any Optionee who disposes of Common Shares acquired on the exercise of a NQSO by
sale or exchange either (i) within two years after the date of the grant of the
NQSO under which the stock was acquired, or (ii) within one year after the
acquisition of such Shares, shall notify the Company of such disposition and of
the amount realized upon such disposition. The transfer of Common Shares may
also be restricted by applicable provisions of the Securities Act of 1933, as
amended.

 

ARTICLE
VI

Adjustments
or Changes in Capitalization 

 

1.
  In the event that the outstanding Common Shares of the Company are
hereafter changed into or exchanged for a different number of kinds of shares or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

 

A.
  Prompt, proportionate, equitable, lawful and adequate adjustment shall be
made of the aggregate number and kind of shares subject to Stock Options which
may be granted under the Plan, such that the Optionee shall have the right to
purchase such Common Shares as may be issued in exchange for the Common Shares
purchasable on exercise of the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend not taken place;

 

B.
  Rights under unexercised Stock Options or portions thereof granted prior
to any such change, both as to the number or kind of shares and the exercise
price per share, shall be adjusted appropriately, provided that such adjustments
shall be made without change in the total exercise price applicable to the
unexercised portion of such NQSO's but by an adjustment in the price for each
share covered by such NQSO's; or, 

 




















 

C.
  Upon any dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation, each
outstanding Stock Option granted hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or combination, to exercise his NQSO in whole or in part, to the extent that it
shall not have been exercised, without regard to any installment exercise
provisions in such NQSO. 

 

2.
  The foregoing adjustment and the manner of application of the foregoing
provisions shall be determined solely by the Committee, whose determination as
to what adjustments shall be made and the extent thereof, shall be final,
binding and conclusive. No fractional Shares shall be issued under the Plan on
account of any such adjustments.   

 

ARTICLE
VII

Merger,
Consolidation or Tender Offer 

 

1.
  If the Company shall be a party to a binding agreement to any merger,
consolidation or reorganization or sale of substantially all the assets of the
Company, each outstanding Stock Option shall pertain and apply to the securities
and/or property which a shareholder of the number of Common Shares of the
Company subject to the NQSO would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.

 

2.
  In the event that: 

 

A.
  Any person other than the Company shall acquire more than 20% of the
Common Shares of the Company through a tender offer, exchange offer or
otherwise; 

 

B.
  A change in the "control" of the Company occurs, as such term is defined
in Rule 405 under the Securities Act of 1933; 

 

C.
  There shall be a sale of all or substantially all of the assets of the
Company; any then outstanding Stock Option held by an Optionee, who is deemed by
the Committee to be a statutory officer ("insider") for purposes of Section 16
of the Securities Exchange Act of 1934 shall be entitled to receive, subject to
any action by the Committee revoking such an entitlement as provided for below,
in lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between the
aggregate exercise price of such NQSO, or portion thereof, and, (i) in the event
of an offer or similar event, the final offer price per share paid for Common
Shares, or such lower price as the Committee may determine to conform an option
to preserve its Stock Option status, times the number of Common Shares covered
by the NQSO or portion thereof, or (ii) in the case of an event covered by B or
C above, the aggregate fair market value of the Common Shares covered b y the
Stock Option, as determined by the Committee at such time. 

 

3.
  Any payment which the Company is required to make pursuant to paragraph 2
of this Article VII, shall be made within 15 business days, following the event
which results in the Optionee's right to such payment. In the event of a tender
offer in which fewer than all the shares which are validity tendered in
compliance with such offer are purchased or exchanged, then only that portion of
the shares covered by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Shares acquired
purchase to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer, shall be used to determine the
payment thereupon. To the extent that all or any portion of a Stock Option shall
be affected by this provision, all or such portion of the NQSO shall be
terminated.

 




















 

4.
  Notwithstanding paragraphs 1 and 3 of this Article VII, the Company may,
by unanimous vote and resolution, unilaterally revoke the benefits of the above
provisions; provided, however, that such vote is taken no later than ten
business days following public announcement of the intent of an offer of the
change of control, whichever occurs earlier. 

 

ARTICLE
VIII 

Amendment
and Termination of Plan 

 

1.
  The Board may at any time, and from time to time, suspend or terminate
the Plan in whole or in part or amend it from time to time in such respects as
the Board may deem appropriate and in the best interest of the Company.


 

2.
  No amendment, suspension or termination of this Plan shall, without the
Optionee's consent, alter or impair any of the rights or obligations under any
Stock Option theretofore granted to him under the Plan.

 

3.
  The Board may amend the Plan, subject to the limitations cited above, in
such manner as it deems necessary to permit the granting of Stock Options
meeting the requirements of future amendments or issued regulations, if any, to
the Code. 

 

4.
  No NQSO may be granted during any suspension of the Plan or after
termination of the Plan. 

 

ARTICLE
IX 

Government
and Other Regulations 

 

The
obligation of the Company to issue, transfer and deliver Common Shares for Stock
Options exercised under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable. Specifically, in connection with
the Securities Act of 1933, as amended, upon exercise of any Stock Option, the
Company shall not be required to issue Common Shares unless the Committee has
received evidence satisfactory to it to the effect that the Optionee will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. The Company may, but shall in no event be obligated to take any
other affirmative action in order to cause the exercise of a Stock Option or the
issuance of Common Shares purchase thereto to comply with any law or regulation
of any government authority. 

 

ARTICLE
X 

Miscellaneous
Provisions 

 

1.
  No person shall have any claim or right to be granted a Stock Option
under the Plan, and the grant of an NQSO under the Plan shall not be construed
as giving an Optionee the right to be retained by the Company. Furthermore, the
Company expressly reserves the right at any time to terminate its relationship
with an Optionee with or without cause, free from any liability, or any claim
under the Plan, except as provided herein, in an option agreement, or in any
agreement between the Company and the Optionee. 

 

2.
  Any expenses of administering this Plan shall be borne by the
Company.

 




















 

3.
  The payment received from Optionee from the exercise of Stock Options
under the Plan shall be used for the general corporate purposes of the
Company.

 

4.
  The place of administration of the Plan shall be in the state of Nevada,
and the validity, contraction, interpretation, administration and effect of the
Plan and its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the state of
Nevada.

 

5.
  Without amending the Plan, grants may be made to persons who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions, consistent with the Plan's purpose, different from those specified
in the Plan as may, in the judgment of the Committee, be necessary or desirable
to create equitable opportunities given differences in tax laws in other
countries.

 

6.
  In addition to such other rights of indemnification as they may have as
members of the Board or Committee, the members of the Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any action, suite or proceeding to which they or any of
them may be party by reason of any action taken or failure to act under or in
connection with the Plan or any Stock Option granted thereunder, an against all
amount paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith; provided that upon the institution
of any such action, suit or proceeding a Committee member shall in writing, give
the Company notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Committee member undertakes to handle and defend it
on his own behalf.

 

7.
  Stock Options may be granted under this Plan form time to time, in
substitution for stock options held by employees of other corporations who are
about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of the assets of the employing corporation or the acquisition by
the Company of stock of the employing corporation as a result of which it become
a subsidiary of the Company. The terms and conditions of such substitute stock
options so granted my vary from the terms and conditions set forth in this Plan
to such extent as the Board of Director of the Company at the time of grant may
deem appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted, but no such variations shall
be such as to affect the status of any such substitute stock options as a stock
option under Section 422A of the Code.

 

8.
  Notwithstanding anything to the contrary in the Plan, if the Committee
finds by a majority vote, after full consideration of the facts presented on
behalf of both the Company the Optionee, that the Optionee has been engaged in
fraud, embezzlement, theft, commission of a felony or proven dishonesty in the
course of his association with the Company or any subsidiary corporation which
damaged the Company or any subsidiary corporation, or for disclosing trade
secrets of the Company or any subsidiary corporation, the Optionee shall forfeit
all unexercised Stock Options and all exercised NQSO's under which the Company
has not yet delivered the certificates and which have been earlier granted the
Optionee by the Committee. The decision of the Committee as to the case of an
Optionee's discharge and the damage done to the Company shall be final. No
decision of the Committee, however, shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.
Further, if Optionee voluntarily terminates employment with the Company, the
Optionee shall forfeit all unexercised stock options.

 




















 

ARTICLE
XI

Written
Agreement

 

Each
Stock Option granted hereunder shall be embodied in a written Stock Option
Agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the Optionee and by the President or any Vice President
of the Company, for and in the name and on behalf of the Company. Such Stock
Option Agreement shall contain such other provisions as the Committee, in its
discretion shall deem advisable. 

 

ARTICLE
XII 

Effective
Date 

 

This
Plan shall become unconditionally effective as of the effective date of approval
of the Plan by the Board of Directors of the Company. No Stock Option may be
granted later than ten (10) years from the effective date of the Plan; provided,
however, that the Plan and all outstanding Stock Options shall remain in effect
until such NQSO's have expired or until such options are cancelled.


 


	
      Number
      of Shares: _______________
	
      Date
      of Grant: _______________    





 




















 

NONQUALIFIED
STOCK OPTION AGREEMENT 

 

 

AGREEMENT
made this _____ day of __________________, 20____, between
____________________________ (the "Optionee"), and AMERICHIP INTERNATIONAL INC.,
a Nevada corporation (the "Company").

 

1.
  Grant of Option. The Company, pursuant to the provisions of the AMERICHIP
INTERNATIONAL, INC. AMENDED AND RESTATED 2003 Nonqualified Stock Option Plan
(the "2003 Plan"), set forth as Attachment A hereto, hereby grants to the
Optionee, subject to the terms and conditions set forth or incorporated herein,
an Option and Purchase from the Company all or any part of an aggregate of
_______________ Common Shares, as such Common Shares are now constituted, at the
purchase price of $_______________ per share. The provisions of the 2003 Plan
governing the terms and conditions of the Option granted hereby are incorporated
in full herein by reference. 

 

2.
  Exercise. The Option evidenced hereby shall be exercisable in whole or in
part (but only in multiples of 100 Shares unless such exercise is as to the
remaining balance of this Option) on or after __________________, 20___ and on
or before _________________, 20___, provided that the cumulative number of
Common Shares as to which this Option may be exercised (except as provided in
paragraph 1 of Article VI of this 2003 Plan) shall not exceed the following
amounts:   

 


	
      Cumulative
      Number of Shares
	
      Prior
      to Date (Not Inclusive of)




 

The
Option evidenced hereby shall be exercisable by the deliver to and receipt by
the Company of (i) a written notice of election to exercise, in the form set
forth in Attachment B hereto, specifying the number of shares to be purchased;
(ii) accompanied by payment of the full purchase price thereof in case or
certified check payable to the order of the Company, or by fully-paid and
nonassessable Common Shares of the Company properly endorsed over to the
Company, or by a combination thereof; and, (iii) by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I hereof. In
the event fully paid and nonassessable Common Shares are submitted as whole or
partial payment for Shares to be purchased hereunder, such Common Shares will be
valued at their Fair Market Value (as defined in the 2003 Plan) on the date such
Shares are received by the Company and applied to payment of the exercise price.


 

3.
  Transferability. The Option evidenced hereby is NOT assignable or
transferable by the Optionee other than by the Optionee's will, by the laws of
descent and distribution, as provided in paragraph 9 of Article V of the 2003
Plan. The Option shall be exercisable only by the Optionee during his lifetime.


 


	 	 	 
	 	
      AMERICHIP
      INTERNATIONAL, INC.

	 
 	 
 	 
 
		
      BY:  
	
	 	
      

    
	 	
      Marc
      Walther, Chief Executive
Officer




 


	
      ATTEST:
      

	 
	
      ________________________________________
      

	
      Secretary
      




 




















 

Optionee
hereby acknowledges receipt of a copy of the 2003 Plan, attached hereto and
accepts this Option subject to each and every term and provision of such Plan.
Optionee hereby agrees to accept as binding, conclusive and final, all decisions
or interpretations of the Compensation Committee of the Board of Directors
administering the 2003 Plan on any questions arising under such Plan. Optionee
recognizes that if Optionee's employment with the Company or any subsidiary
thereof shall be terminated with cause, or by the Optionee, all of the
Optionee's rights hereunder shall thereupon terminate; and that, pursuant to
paragraph 10 of Article V of the 2003 Plan, this Option may not be exercised
while there is outstanding to Optionee any unexercised Stock Option, granted to
Optionee before the date of grant of this Option, to purchase Common Shares of
the Company or any parent or subsidiary thereof. 

 

Dated:
_________________________________ 

 


	 	 
	 	
      ___________________________________
      

	
       
	
      Optionee
      

	 	 
	
       
	
      ___________________________________
      

	
       
	
      Type
      or Print Name 

	 	 
	
       
	
      ___________________________________

	
       
	
      Address
      

	 	 
	
       
	
      ___________________________________
      

	
       
	
      Social
      Security No.




 

Date:

 

Secretary,

AMERICHIP
INTERNATIONAL, INC. 

12933
W. Eight Mile Road

Detroit,
Michigan 48235

 

Dear
Sir: 

 

In
accordance with paragraph 2 of the Nonqualified Stock Option Agreement
evidencing the Option granted to me on _____________________ under the AMERICHIP
INTERNATIONAL, INC. AMENDED AND RESTATED 2003 Nonqualified Stock Option Plan, I
hereby elect to exercise this Option to the extent of __________________ Common
Shares. 

 

Enclosed
are (i) Certificate(s) No.(s) ____________________ representing fully-paid
common shares of AMERICHIP INTERNATIONAL, INC. endorsed to the Company with
signature guaranteed, and/or a certified check payable to the order of AMERICHIP
INTERNATIONAL, INC. in the amount of $_______________ as the balance of the
purchase price of $______________ for the Shares which I have elected to
purchase and (ii) the original Stock Option Agreement for endorsement by the
Company as to exercise on Schedule I thereof. I acknowledge that the Common
Shares (if any) submitted as part payment for the exercise price due hereunder
will be valued by the Company at their Fair Market Value (as defined in the 2003
Plan) on the date this Option

 




















 

exercise
is effected by the Company. In the event I hereafter sell any Common Shares
issued pursuant to this option exercise within one year from the date of
exercise or within two years after the date of grant of this Option, I agree to
notify the Company promptly of the amount of taxable compensation realized by me
by reason of such sale for federal income tax purposes. 

 

When
the certificate for Common Shares which I have elected to purchase has been
issued, please deliver it to me, along with my endorsed Stock Option Agreement
in the event there remains an unexercised balance of Shares under the Option, at
the following address:

 

Include
Optionee's address here.                
    

 

 

 

 

 


	
       
	
      _________________________________
      

	
       
	
      Signature
      of Optionee 

	 	 
	
       
	
      __________________________________
      

	
       
	
      Type
      or Print Name