Exhibit 10.1


 


EXAM USA, INC.


2005 STOCK INCENTIVE PLAN


INCENTIVE STOCK OPTION
AGREEMENT


 


INCENTIVE 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 and/or other incentives 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 and other  rights.


 


(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. It is intended that               
of the Options qualify as “Incentive Stock Options” to the maximum extent
permissible under 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. 
Optionee expressly agrees to notify the Company of any transfer of the
Common Stock or other action reasonably expected to cause any Option designated
as an Incentive Stock Option to be retroactively classified for tax purposes as
a Non-Qualified Option.


 


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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.


 


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.  If the Optionee takes any action that would
cause the Options to be classified as nonqualified options for tax purposes,
the Optionee will promptly provide the necessary tax withholding, if
applicable, in the Committee’s view, pursuant to Article IV, Section V 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 INCENTIVE 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 Incentive Stock Option Agreement between the Company and the Optionee.)


 


I.              INCENTIVE
STOCK OPTIONS:  Incentive stock options do not result in
compensation income on exercise by the Optionee and result in capital gain or
loss when the stock is sold.  Incentive
stock options may only be issued to employees of the Company.  There are a number of other legal
requirements that the Company and the Optionee must satisfy in order for
options to be classified as incentive stock options.  Some of the rules affecting incentive stock
options are (a) the stock received on the exercise of an incentive stock option
must be held for two years from the date of grant of the option and one year
from the date of exercise of the option, (b) no more than $100,000 in options
may first become exercisable in any one year, and (c) the exercise of the
incentive stock option may generate an item of tax preference for purposes of
calculating the alternative minimum tax liability of the Optionee.  Violation of any of those requirements by the
Company or the Optionee can result in the Option being treated as a
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.


 


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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:


 


	
  NONE

  	
   

  	
   

  
	
   

  	
  (Initial)

  
	
   

  
	
  OTHER

  	
   

  	
   

  
					



 


IN WITNESS WHEREOF, this Incentive 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:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


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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 Incentive 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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