Exhibit 10.2


 


 


EXAM USA, INC.


2005 STOCK INCENTIVE PLAN


NON-QUALIFIED STOCK
OPTION AGREEMENT


 


NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”)
dated as of                     ,
2005, between EXAM USA, INC., a Nevada corporation (collectively with its
direct and indirect subsidiaries, the “Company”), and                 ,
an employee of the Company (“Optionee” or “Participant”).


 


The Company’s Board of Directors or Option Committee
(in either case, the “Committee”) has determined that the objectives of the Exam
USA, Inc. 2005 Stock Incentive Plan (the “Plan”) will be furthered by granting
to Optionee options pursuant to the Plan. 
Any capitalized terms not otherwise defined in this Agreement shall have
the meaning ascribed to them in the Plan.


 


In consideration of the foregoing and of the mutual
undertakings set forth in this Agreement, the Company and Optionee agree as
follows:


 


1 .            Grant of Option. 


 


(a)           The Company hereby grants to Optionee
options (the “Options”) to purchase
             Shares
of Common Stock of the Company (the “Shares”) at a purchase price of         per
Share.  The Options shall not qualify as
incentive stock options as described under Section 422 of the Internal Revenue
Code.


 


(b)           For purposes of this Agreement, the
term “Cause” means the Participant’s (i) embezzlement, fraud or any
conduct related to the performance of the Participant’s duties for the Company
that constitutes a crime, (ii) unauthorized disclosure of confidential
information or breach of any confidentiality or non-disclosure agreement with
the Company or any of its Subsidiaries, (iii) willful and habitual
breach of duties, after notice to
the Participant affording the Participant a reasonable opportunity to cure, or
(iv) breach or violation of any statutory or common law duty of loyalty
to the Company or the Company’s Affiliates.


 


2.             Exercisability.  Subject to the further terms of this
Agreement, the Options shall vest and become exercisable in accordance with
Schedule 1 hereto.  Unless earlier
terminated pursuant to the provisions of the Plan or paragraph 5 of this
Agreement, the unexercised portion of the Options shall expire and cease to be
exercisable at 5:00 pm PST ten (10) years from the date of this Agreement.  This Agreement shall not confer upon Optionee
any right with respect to continuation of her/his employment or consulting
relationship with the Company, nor shall it interfere with or affect in any
manner the right or power of the Company, or a parent or subsidiary of the
Company, to terminate any agreement with Optionee in accordance with the terms
thereof.


 


3.             Method of Exercise.  The Options or any part of them may be
exercised only by the giving of written notice to the Company in substantially
the form annexed hereto as Schedule 2 hereto, or on such other form and in such
other manner as the Committee shall prescribe from time to time.  Such written notice must be accompanied by
payment of the full purchase price for the number of Shares with respect to
which the Options are being exercised. 
Such payment may be made by one or a combination of the following
methods:  (i) by a check acceptable to
the


 


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Company; or (ii) by such
other method as the Committee may authorize including, in the discretion of the
Committee, the recourse promissory note of the Optionee.  The date of exercise of the Options shall be
the date on which written notice of exercise is hand delivered to the Company
and payment of the full purchase price for the number of Shares with respect to
which the Options are being exercised, during normal business hours, at its
address as provided in Section 7 of this Agreement, or, if mailed, the date on
which it is postmarked, provided such notice is actually received.


 


4.             Optionee’s Representations.  As a condition to the exercise of an Option,
the Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.


 


5.             Termination of Employment; Death.  Upon termination of Optionee’s employment
with or status as a consultant to, the Company for any reason, the Options will
immediately terminate and expire, except as provided in paragraphs (a) or (b)
of this Section 5.


 


(a)           If Optionee resigns as an employee
of, or consultant to, the Company with the Company’s prior written consent, or
if the Company terminates Optionee’s employment by the Company without Cause
(as defined herein), the Option will be exercisable but only to the extent it was exercisable at the time of such
termination or resignation and only until the earlier of the expiration date of
the Option, determined pursuant to Section 2 of this Agreement, or the
expiration of three (3) months following such termination or resignation.


 


(b)           If Optionee dies or becomes Permanently
Disabled while employed by, or rendering services as a consultant to, the
Company or after Optionee’s employment or status as a consultant to the Company
terminates but during a period in
which the Option is exercisable pursuant to paragraph (a) of this Section 5, the Option will be
exercisable but only to the extent it was exercisable at the time of death and
only until the earlier of the expiration date of the Option, determined
pursuant to Section 2 of this Agreement, or the expiration of twelve (12)
months following the date of Optionee’s death.


 


6.             Plan Provisions to Prevail.  This Agreement is subject to all of the terms
and provisions of the Plan.  Without
limiting the generality of the foregoing, by entering into this Agreement
Optionee agrees that no member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any award
thereunder or this Agreement.  In the
event that there is any inconsistency between the provisions of this Agreement
and of the Plan, the provisions of the Plan shall govern.


 


7.             Notices.  Any notice to be given to the Company
hereunder shall be in writing and shall be addressed to Haruo Miyano,
Secretary, or at such other address as the Company may hereafter designate to
Optionee by notice as provided in this Section 7. Any notice to be given to
Optionee hereunder shall be addressed to Optionee at the address set forth
beneath her/his signature hereto, or at such other address as Optionee may
hereafter designate to the Company by notice as provided herein.  A notice shall be deemed to have been duly
given when personally delivered or mailed by registered or certified mail to
the party entitled to receive it.


 


8.             Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and the successors and assigns of
the Company and to the extent consistent with Section 5 of this Agreement and
with the Plan, the heirs and personal representatives of Optionee.


 


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9.             Governing Law.  This Agreement shall be interpreted,
construed and administered in accordance with the laws of the State of
California as they apply to contracts made, delivered and performed in the
State of California.  Any dispute arising
hereunder shall be resolved by binding arbitration before the American
Arbitration Association under its Commercial Arbitration Rules, before a single
arbitrator in Orange County, California. 
The parties will mutually determine the arbitrator from a list of
arbitrators obtained from the American Arbitration Association office located
in Orange County, California.  If the
parties are unable to agree on the arbitrator, the arbitrator will be selected
by the American Arbitration Association with a preference for selecting a
retired federal district judge or state superior court judge as the arbitrator.


 


10.           Withholding.  Upon exercise, the Optionee hereby agrees to
promptly provide the necessary tax withholding, if applicable, in the Committee’s
view, pursuant to Section 15 of the Plan.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date and year first written above.


 


	
   

  	
  EXAM USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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SCHEDULE
1 TO NON-QUALIFIED STOCK OPTION AGREEMENT


PURSUANT
TO EXAM USA, INC.


2005
STOCK INCENTIVE PLAN


 


(This Schedule 1 shall be incorporated by reference and become a part
of the Option Agreement between the Company and the Optionee.)


 


I.              NON-QUALIFIED
STOCK OPTIONS:  Non-qualified stock options generally give
rise to ordinary compensation income for the Optionee when the option is
exercised.  The Company may require the
Optionee to make arrangements for the payment of withholding taxes by the
Company if the Optionee is an employee of the Company at the time of the
exercise of the Non-qualified stock option.


 


	
  Date of Grant:

  	
   

  
	
   

  	
   

  
	
  Earliest Exercise Date:

  	
   

  
	
   

  	
   

  
	
  Exercise Price:

  	
   

  
	
   

  	
   

  
	
  Number of Shares:

  	
   

  



 


Vesting Schedule:


 




	
  Vesting Date

  	
   

  	
  Options Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Expiration Date:


 


Governing Law; Resolution
of Disputes.  This Agreement has been made, executed and
delivered in, and the interpretation, performance and enforcement hereof shall
be governed by and construed under the laws of the State of California.  Any dispute arising hereunder shall be
resolved by binding arbitration before the American Arbitration Association
under its Commercial Arbitration Rules, before a single arbitrator in Orange
County, California The parties will mutually determine the arbitrator from a
list of arbitrators obtained from the American Arbitration Association office
located in Orange County, California.  If
the parties are unable to agree on the arbitrator, the arbitrator will be
selected by the American Arbitration Association with a preference for
selecting a retired federal district judge or state superior court judge as the
arbitrator.


 


I have read the Exam USA, Inc. 2005 Stock Incentive
Plan, the terms of which are incorporated herein.  As Optionee, I hereby acknowledge that as of
the date of the Options referenced above, it sets forth the entire
understanding between the undersigned Optionee and the Company and its
Affiliates regarding the Options and supersedes all prior oral and written
agreements on that subject with the exception of (i) the options and any other
stock awards previously granted and delivered to the undersigned under stock
award plans of the Company, and (ii) the following agreements only:


 


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  NONE

  	
   

  	
   

  
	
   

  	
  (Initial)

  
	
   

  
	
  OTHER

  	
   

  	
   

  
					



 


IN WITNESS WHEREOF, this Non-Qualified Stock Option
Agreement pursuant to the Exam USA, Inc. 2005 Stock Incentive Plan has been
delivered by the parties hereto.


 


	
  Date:

  	
   

  	
   

  	
  “Optionee”

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  	
   

  	
   

  
								



 


The Company hereby agrees to

all the terms of the Agreement.


 


	
  Exam USA, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: Haruo Miyano

  	
   

  
	
  Title: Secretary

  	
   

  
				



 


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SCHEDULE 2


 


EXAM USA, INC.


EXERCISE NOTICE


 


Exam USA, Inc.


5912 Bolsa Avenue, Suite 108


Huntington Beach, California 92649


Attn:  Haruo Miyano


 


1.                                       Exercise of Option.


 


Effective as of today,                          ,
                                the undersigned (“Optionee”) hereby elects to
exercise Optionee’s Options to purchase         
shares of Common Stock (the “Shares”)  of
Exam USA, Inc.  (the “Company”) under and
pursuant to the Non-Qualified Stock Option Agreement dated as of                     
(the “Option Agreement”) between the Company and Optionee pursuant to the
Option Agreement.


 


2.                                       Rights as Shareholder


 


(i)            Until
the certificate evidencing the Shares is issued (as evidenced by the
appropriate entry on the stock ownership register of the Company or of a duly
authorized transfer agent of the Company), no right to receive distributions or
any other rights as a shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. 
The Company shall issue (or cause to be issued) such certificate
promptly upon exercise of the Option.


 


(ii)           Upon
issuance of the certificate, Optionee shall enjoy rights as a shareholder of
Common Stock until such time as Optionee disposes of the Shares or the Company.


 


3.                                       Governing Law; Severability. This Notice shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law. 
Should any provision of this Notice be determined by a court of law to
be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable. 
Any dispute arising hereunder shall be resolved by binding arbitration
before the American Arbitration Association under its Commercial Arbitration
Rules, before a single arbitrator in Orange County. The parties will mutually
determine the arbitrator from a list of arbitrators obtained from the American
Arbitration Association office located in Orange County.  If the parties are unable to agree on the
arbitrator, the arbitrator will be selected by the American Arbitration
Association with a preference for selecting a retired federal district judge or
state superior court judge as the arbitrator.


 


4.                                       Notices.  Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States
mail by certified mail, with postage and fees prepaid, addressed to the other
party at its address as shown below beneath its signature, or to such other
address as such party may designate in writing from time to time to the other
party.


 


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5.                                       Further Instruments. 
The parties agree to execute such further instruments and to take such
further action as may be reasonably necessary to carry out the purposes and
intent of this Notice.


 


6.                                       Delivery of Payment. 
Optionee herewith delivers to the Company the full purchase price for
the Shares as set forth in paragraph 1 of the Option Agreement.


 


7.                                       Entire Agreement. 
The Option Agreement is incorporated herein by reference.  This Notice, the Option Agreement and the
Plan constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Optionee with respect
to the subject matter hereof.  In the
event of a conflict or discrepancy between the terms of this Agreement and the Exam
USA, Inc. 2005 Stock Incentive Plan (the “Plan”), the terms of the Plan shall
control.


 


8.                                       Representatives of Optionee. 
Optionee acknowledges that Optionee has received, read and understood
the Option Agreement and this Notice and agrees to abide by and be bound by the
terms and conditions of the Option Agreement and this Notice.


 




	
  Submitted by:

  	
  Accepted by:

  
	
   

  	
   

  
	
  OPTIONEE:

  	
  EXAM USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								






 


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