INTELLIGENT DECISION SYSTEMS, INC.
FORM S-8
REGISTRATION STATEMENT
Exhibit No. 4.5
Non-Statutory Stock Option Agreement Dated September
30, 1996 between the Registrant and Xxxxxxx Xxxxx
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NON-STATUTORY STOCK OPTION AGREEMENT
INTELLIGENT DECISION SYSTEMS, INC., a Delaware corporation whose principal
executive offices are located at 0000 Xxxx Xxxxxxxx, Xxx., X.X., Xxxxx 000,
Xxxxx Xxxxxx, Xxxxxxxx 00000 ("Optionor") and Xxxxxxx Xxxxx, ("Optionee"), an
individual with an address of 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
00000, hereby agree as of the 30th day of September, 1996 as follows:
W I T N E S S E T H :
WHEREAS, Optionee acknowledges that the shares of Optionor subject to this Stock
Option Agreement ("Agreement") are restricted shares under the federal and state
securities laws, and any resales of shares are subject to such federal and state
securities laws;
WHEREAS, the option price of $1.25 was set on September 5, 1996, the date on
which this agreement was reached in principal;
WHEREAS, Optionor desires to grant an option to Optionee to acquire a stated
amount of Optionor's shares, but said Option is subject to restrictions as
imposed herein:
Now, Therefore, in consideration of Optionee's services and of
the mutual covenants and promises contained herein, Optionor and Optionee hereby
agree as follows:
1. Optionee is entitled to purchase from Optionor, up to 33,333 fully paid and
non-assessable shares of Common Stock of Optionor, $.001 par value per share
(hereinafter called "Capital Stock"), at the price of $1.25 per share for a
period ending on September 4, 1997, subject, however, to the provisions and upon
the terms and conditions hereinafter set forth. The rights granted pursuant to
this paragraph shall hereinafter be referred to as the "Option". The Option
granted hereunder shall not be an incentive stock option, as defined in Section
422A of the Internal Revenue Code.
2. The Option and all rights granted hereunder shall expire at midnight,
Phoenix, Arizona time, September 4, 1997.
3. The Option may be exercised by the Optionee hereof, in whole or in part (but
not for fractional shares of Capital Stock) by delivery of notice in writing at
the office of Optionor (or such other office or agency as Optionor may designate
by notice in writing to the Optionee at the address of such Optionee appearing
at the top of this Agreement at any time within the period above named) and upon
payment to Optionor by certified check or cashier's cheek of the purchase price
for such shares. In the event of any exercise of the rights represented by this
Option, certificates for the shares of Capital Stock so purchased shall be
delivered to the Optionee hereof within thirty (30) days after the rights
represented by this Option shall have been so exercised.
4. The above provisions are, however, subject to the following:
(A) In case Optionor shall declare any dividend or other distribution
upon its outstanding Capital Stock payable in Capital Stock or shall subdivide
its outstanding shares of Capital Stock into
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a greater number of shares, then the number of shares of Capital Stock which may
thereafter be purchased upon the exercise of the rights represented hereby shall
be increased in proportion to the increase through such dividend or subdivision
and the purchase price per share shall be decreased in such proportion. In case
Optionor shall at any time combine the outstanding shares of its Capital Stock
into a smaller number of shares, then the number of shares of Capital stock
which may thereafter be purchased upon the exercise of the rights represented
hereby shall be decreased in proportion to the decrease through such combination
and the purchase price per share shall be increased in such proportion.
Notwithstanding the foregoing, nothing herein shall cause the number of shares
of Capital Stock which may be purchased upon exercise of the rights represented
hereby to be adjusted in the event that the number of shares of Capital Stock
outstanding of Optionor are increased through the issuance of shares in exchange
for new consideration or the conversion of securities convertible into shares of
Capital Stock of Optionor.
(B)(i) If any capital reorganization or reclassification of the Capital Stock
of Optionor, or consolidation or merger of Optionor with another corporation, or
the sale of all or substantially all of its assets to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made by
Optionor whereby Optionee shall thereafter have the right to purchase and
receive from Optionor upon the basis and upon the terms and conditions specified
in this Option and in lieu of the shares of the Capital Stock of Optionor
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such
Capital Stock equal to the number of shares of such Capital Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby had such reorganization, reclassification, consolidation,
merger or sale not taken place and in any such case appropriate provision shall
be made with respect to the rights and interests of the Optionee to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the purchase price per share and of the number of shares purchasable upon the
exercise of this Option) shall thereafter be applicable as nearly as may be in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. Any such shares of stock, securities or assets which
the Optionee hereof may be entitled to purchase pursuant to this paragraph (B)
shall be included within the term "Capital Stock" as used herein.
(B)(ii) Notwithstanding the foregoing, in the event of a transaction
described in subsection (B)(i) hereof entered into for the primary purpose of
changing the state of jurisdiction of incorporation, the sole right of Optionee
hereunder shall be to receive the equivalent rights under this Stock Option
Agreement with respect to the securities of the surviving entity.
(C) Upon any adjustment of the number shares of Capital Stock which may be
purchased upon the exercise of the rights represented hereby and/or of the
purchase price per share, then and in each such case the Optionor shall give
written notice thereof, by first class mail, postage prepaid, addressed to the
Optionee at the address of such Optionee as shown herein, which notice shall
state the purchase price per share resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Option, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
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5. Optionee represents that this Option is being acquired with no present
intention of selling or distributing any Capital Stock received upon the
exercise hereof unless registered under federal and applicable state laws or
pursuant to exemptions from such registration.
6. Neither this Option, nor the shares to be acquired hereunder, have been
registered under the Securities Act of 1933, as amended (the "Act") or the laws
of any other jurisdiction, and neither this Option nor the shares to be acquired
hereunder may be offered, sold, transferred, pledged, hypothecated or otherwise
disposed of unless so registered, or unless an exemption from registration is
available pursuant to applicable law.
The sale, assignment or other disposition of this Option and the shares
to be acquired hereunder are further restricted by Rule 144, promulgated by the
Securities and Exchange Commission.
The Optionee accepts and receives such securities without a view to the
distribution of same.
Before any transfer in connection with the resale of this Option, or
sale of the shares issuable to be acquired hereunder, written approval must
first be obtained from counsel for the Optionor, and such approval will be based
upon compliance with the requirements of the Act and appropriate state law.
7. This Option shall be construed in accordance with the laws of the State
of Arizona.
8. Optionee warrants and acknowledges that:
(A) Optionee has received and carefully reviewed the Articles of
Incorporation of Optionor, and at or prior to the exercise of this Option will
have the knowledge and understanding of the fundamental aspects of the
investment and its risks, and will have relied solely on his own independent
investigation and his independent advisors, and will not have relied upon any
other written materials or oral representations.
(B) Optionee has had (and will continue to have) an opportunity to obtain all
information which may be related to the exercise of this Option and the rights
hereunder so as to make a reasonable investment decision with regards to the
exercise of this Option.
(C) Optionee has been informed by Optionor that neither the Option nor the
shares issuable thereunder have been registered under the Act or the securities
laws of any other State, and may not be offered, sold or transferred in the
absence of such registration or an opinion of counsel for the Company that an
exemption from registration is available.
(D) Optionee is entering into this Option Agreement and will acquire the
shares issuable pursuant hereto for his/her own investment, not on behalf of
others, and not with a view to resell or otherwise distribute the Capital Stock,
will not sell or otherwise distribute the Capital Stock without registration
under the Act or other applicable State securities laws or exemptions therefrom.
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(E) The Optionee understands that Optionor will permit the transfer of the
Capital Stock only if, in the opinion of Optionor's counsel neither the sale nor
the proposed transfer of such Capital Stock will result in a violation of any
applicable securities law, rule or regulation.
(F) Optionee has been informed by Xxxxxxxx and agrees that (i) stock transfer
notations may be made on the stock transfer records of Optionor with respect to
the shares related to this Agreement, and (ii) that a legend will be placed on
any certificate or other document evidencing ownership of the Capital Stock
regarding the restrictions on transfer and sale of the Capital Stock.
(G) Optionee represents that its financial condition is presently adequate to
justify this investment, it, either alone or with its personal representatives,
has sufficient knowledge and experience in investment and business matters in
order to evaluate this investment and it is aware of the risks involved in any
enterprises such as the Optionor.
9. The Optionee shall not be deemed for any purposes to be a shareholder of the
Optionor with respect to any of the optioned shares except to the extent that
the Option herein granted shall have been exercised with respect thereto and a
stock certificate issued therefor.
10. As a condition of the granting of the Option herein granted, the Optionee
agrees, for himself and his personal representatives, that any disputes or
disagreements which may arise under or as a result of or pursuant to this
Agreement shall be determined by the Board of Directors of the Optionor in its
sole discretion, and that any interpretation by the Board of the terms of this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
OPTIONOR OPTIONEE
INTELLIGENT DECISION SYSTEMS, INC. XXXXXXX XXXXX
By:/s/ Xxxx X. Xxxxx /s/ Xxxxxxx Xxxxx
Its: President
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INTELLIGENT DECISION SYSTEMS, INC.
STOCK OPTION AGREEMENT
EXERCISE FORM
I desire to exercise my vested Options to purchase __________ shares of Common
Stock at _____________ per share, for a total purchase price of
$_______________, pursuant to my Non-Statutory Stock Option Agreement dated
_________, _______.
Enclosed is payment in full by [ ] cash [ ] cashier's check [ ] bank draft [ ]
money order [ ] other (describe) ______________.
I intend to hold the shares for Investment for my own account and will sell or
transfer them only in full compliance with applicable federal and state
securities laws.
I have, or have been given access to, all information necessary for me to make
an informed decision as to the advisability of investing in the Company's stock,
and I have the skill and experience necessary to make such decision.
Dated:____________, _____. Signature: _____________________________
Print full name: __________________________
Social Security No.: ______________________
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