EXHIBIT 10.48
OPTION POOL AGREEMENT
THIS OPTION POOL AGREEMENT (this "AGREEMENT") is entered into effective
December 21, 2001 (the "EFFECTIVE DATE") by and between Industrial Data Systems
Corporation, a Nevada corporation (together with its existing and future
subsidiaries, "IDS" or the "COMPANY"), and Alliance 2000, Ltd., a Texas limited
partnership ("ALLIANCE").
RECITALS
Alliance and IDS desire to provide an incentive for key employees of IDS to
remain in the service of IDS, to extend to them the opportunity to acquire a
proprietary interest in IDS so that they will apply their best efforts for the
benefit of IDS, and to aid IDS in attracting able persons to enter the service
of IDS;
Alliance has agreed, in accordance with the terms of that certain Agreement
and Plan of Merger dated July 31, 2001, to give certain employees of Petrocon
and certain current and future employees of IDS an option to acquire up to
2,600,000 shares of the common stock, par value $.001 per share (the "COMMON
STOCK"), of IDS held by Alliance in accordance with the terms of this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Option Pool. Alliance hereby agrees to hold 2,600,000 shares of Common
Stock, (the "OPTION SHARES") and to grant options (the "ALLIANCE OPTIONS") to
acquire the Option Shares, in such amounts and to such persons as are determined
from time to time from the Effective Date until the Termination Date (as defined
below) by the mutual agreement of the General Partner of Alliance and the
Shareholder Representative of the Significant PEI Shareholders as those terms
are defined in that certain Voting Agreement dated of even date herewith by and
between the Significant PEI Shareholders and Xxxxxxx X. Xxxxxx in his capacity
as the Shareholder Representative. If any of the options granted pursuant to
this Agreement lapse prior to their exercise, then the General Partner of
Alliance and the Shareholder Representative shall determine, by mutual
agreement, the persons and the amounts in which further options shall be
granted; provided however, at no time shall the Alliance Options (including any
Alliance Options which have been exercised) exceed the right to acquire
2,600,000 shares of Common Stock. This Agreement shall terminate on December
21, 2006 (the "TERMINATION DATE").
2. Option Agreements. The options shall be granted pursuant to option
agreements in the form of the agreement set forth on Exhibit A and no changes
may be made in the form or substance of the Option Agreements without the prior
written consent of Alliance and the Company.
3. Reclassification. If IDS at any time shall, by subdivision,
combination or reclassification of securities or otherwise, change any of the
securities covered by the Option Pool into the same or a different number of
securities of any class or classes, or a dividend or other distribution is
issued with respect to the Option Shares, this Agreement shall thereafter
represent a right to grant options with respect to such number and kind of
securities and the dividend or other distribution as were issued as the result
of such change.
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4. Miscellaneous.
(a) Binding. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors or assigns.
There are no third party beneficiaries to this Agreement, and the only
entitlement to receive an option hereunder shall be obtained by the grant of an
actual option agreement. THIS AGREEMENT SHALL CONSTITUTE A CONTRACT UNDER THE
LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF TEXAS EXCLUDING CHOICE OF LAW AND CONFLICT OF LAW
PRINCIPLES THAT DIRECT THE APPLICATION OF THE LAWS OF A DIFFERENT STATE. Venue
for any disputes arising under this Agreement shall be in Xxxxxx County, Texas,
and the parties agree to submit such disputes to the state and federal courts
therein.
(b) Restrictions. Alliance agrees that it shall, at all times, retain
at least the number of shares for which options have been granted or may be
granted hereunder, and that it shall not sell or transfer shares of Common Stock
to the extent such sale or transfer would reduce the number of Shares that it
holds to fewer shares than are redeemable hereunder.
(c) Waivers and Amendments. This Agreement and any provisions hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought;
provided that any agreement on the part of IDS to amend this Agreement must be
approved by a majority of the disinterested directors of IDS.
(d) Assignment and Transferability. This Agreement may not be
assigned or transferred to any person or entity without the consent of the other
parties.
(e) Legend on Share Certificates. The certificates representing
the Option Shares shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (I) AN
OPTION POOL AGREEMENT TO WHICH THE COMPANY IS A PARTY AND (II) OPTION
AGREEMENTS GRANTING CERTAIN INDIVIDUALS RIGHTS TO PURCHASE SOME OR
ALL OF SUCH SHARES. COPIES OF THE OPTION POOL AGREEMENT AND THE
OPTION AGREEMENTS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY.
(f) Counterparts; Facsimile Signatures, Etc. This Agreement may be
executed by facsimile and in two or more counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one
agreement. Signatures transmitted via facsimile shall be deemed originals for
purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date set forth above.
ALLIANCE 2000, LTD.,
a Texas limited partnership
By:
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Xxxxxxx X. Xxxxxx, General Partner
By:
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Xxxxx Xxxxxx, General Partner
INDUSTRIAL DATA SYSTEMS CORPORATION,
a Nevada corporation
By:
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Xxxxxxx X. Xxxxxx, President
Address: 000 Xxxxxxx Xxxxx Xxxxx,
Xxxxxxxx 000
Xxxxxxx, Xxxxx 00000
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EXHIBIT A
FORM OF OPTION AGREEMENT
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