Exhibit 3.6
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT ("Agreement") is dated as of December 31, 2008
(the "Effective Date"), by and between Sustainable Power Corp., a Nevada
corporation (the "Company"), and ________________, an individual ("Holder").
RECITALS
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WHEREAS, pursuant to the Company's 2008 Employees and Consultants Stock
Option Plan the Company proposes to issue to Holder an option to acquire up to
__________ shares (the "Shares") of the authorized and issued common stock of
the Company (the "Common Stock") in accordance with the terms of this Agreement;
and
WHEREAS, in consideration of the promises and the mutual agreements herein
set forth, the parties hereto agree as follows:
AGREEMENT
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SECTION 1. Issuance of Option. Upon execution of this Agreement, the
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Company hereby issues Holder an option to acquire __________ shares of the
Company's Common Stock at $______ per share (the Exercise Price"), subject to
the terms of this Agreement (the "Option"), as well as the terms of the
Company's 2008 Employees and Consultants Stock Option Plan (the "Plan"). The
terms and conditions of the Plan are hereby incorporated by referenced
SECTION 2. Vesting of the Option. Holder's right to acquire the Shares
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shall vest immediately.
Upon such exercise of the Option and payment of the Exercise Price the
Company shall cause to be issued and delivered promptly to Holder a certificate
for the Shares issuable upon the exercise of the Option.
SECTION 3. Expiration of Option. Holder's option rights to acquire the
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Shares shall expire on the earlier of (i) five (5) years following the Effective
Date of this Agreement, (ii) immediately upon termination of the Holder's
employment or engagement with the Company if the termination is for "cause",
(iii) one year from the date of the death of the Holder, or (iv) 90 days
following termination of the Holder's employment or engagement with the Company
so long as such termination is not for "cause".
SECTION 4. Mutilated or Missing Option Certificates. In case the
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original of this Agreement shall be mutilated, lost, stolen or destroyed, the
Company shall issue and deliver, in exchange and substitution for and upon
cancellation of this Agreement, a new Option of like tenor and representing an
equivalent right or interest.
SECTION 5. Reservation of Shares. The Company will at all times reserve
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and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock or its authorized and issued Common Stock
held in its treasury for the purpose of enabling it to satisfy its obligation to
issue Shares upon exercise of the Option, the full number of Shares deliverable
upon the exercise of the entire Option.
SECTION 6. Non-Assignable Option Rights. Holder's Option right to
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acquire all or the balance of Shares that Holder has the right to acquire under
this Agreement is non-assignable by Holder.
SECTION 7. Certificates to Bear Language. Unless appropriate registered
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with the US Securities and Exchange Commission, the Shares and the certificate
or certificates evidencing any such Shares shall bear the following legend:
"THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."
Share Certificates can be issued, without such restrictive language or legend,
if the Option or the Shares are sold pursuant to an effective registration
statement under the Securities Act of 1933 or if the Company has received an
opinion from counsel, reasonably satisfactory to counsel for the Company, that
such restrictive language or legend is no longer required under the Act.
SECTION 8. Consolidation, Merger or Sale of the Company. If the Company
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is a party to a consolidation, merger or transfer of assets which reclassifies
or changes its outstanding Common Stock, the successor corporation (or
corporation controlling the successor corporation or the Company, as the case
may be) shall by operation of law assume the Company's obligations under this
Agreement. Upon consummation of such transaction the Option shall automatically
become exercisable for the kind and amount of securities, cash or other assets
which the holder of the Option would have owned immediately after the
consolidation, merger or transfer if the holder had exercised the Option
immediately before the effective date of such transaction.
SECTION 9. Notices to Company and Holder. Any notice or demand
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authorized by this Agreement to be given or made by Holder or by Company shall
be sufficiently given or made if sent by registered mail, postage prepaid,
return receipt requested to the principal office of the party to receive the
notice if to the Holder at the last address provided to the Company by the
Holder and if to the Company as below:
Sustainable Power Corp.
0000 Xxx 000 X
Xxxxxxx, XX 00000
SECTION 10. Supplements and Amendments. This Agreement may only be
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amended with the express written consent of Holder and the Company.
SECTION 11. Successors. All the covenants and provisions of this
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Agreement by and for the benefit of the Company of Holder shall bind and inure
to the benefit of their respective successor and assigns hereunder.
SECTION 12. Counterparts. This Agreement may be executed in one or more
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counter parts, such that when integrated together they will form a binding
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.
SUSTAINABLE POWER CORP.
_______________________________________
By: M. Xxxxxxx Xxxxxx
Its: President and Chief Executive Officer
HOLDER
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