NON-STATUTORY
STOCK OPTION AGREEMENT
of
METALCLAD CORPORATION
THIS NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of the 25th day of June, 1996,
between METALCLAD CORPORATION, a Delaware corporation (hereinafter
referred to as the "COMPANY") and XXXXXXX X. LAND (the "OPTIONEE"), whose
employment address is: The Chesapeake Group, Inc., 000 Xxxxxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Board of Directors of the COMPANY hereby grants an option on
250,000 shares of common stock of the COMPANY ("Common Stock") to the
OPTIONEE at the price and in all respects subject to the terms,
definitions and provisions of the Agreement.
1. Option Price. The option price is $3.00 per share.
2. Exercise of Option.
2.1 Right to Exercise. The options shall be exercisable by the
OPTIONEE, his personal representative, or his assignee, in whole or in
part in accordance with the terms of this Agreement and is presently
exercisable; expiring on December 31, 2006.
2.2 Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number
of shares in respect of which it is being exercised, the person in whose
name the shares are to be issued (if the shares are issued to
individuals), the names, addresses and Social Security Numbers of such
persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as
are required by law may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person or
persons other than the OPTIONEE, be accompanied by proof, satisfactory to
counsel for the COMPANY, of the right of such person or persons to
exercise the Option; and
(d) Be accompanied by a payment for the purchase price of
those shares with respect to which the Option is being exercised in the
form of a certified or bank cashier's or teller's check. The certificate
or certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons
exercising the Option.
2.3 Restrictions on Exercise. As a condition to his exercise
of this Option, the COMPANY may require the person exercising this Option
to comply with applicable laws or regulations.
3. Transferability of Option. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
4. Stock Subject to the Option. The COMPANY shall set aside 250,000
shares of the Common Stock which it now holds as authorized and unissued
shares. If the Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased shares which
were subject thereto shall be free from any restrictions occasioned by
this Option Agreement. If the COMPANY has been listed on a stock
exchange, the COMPANY will not be required to issue or deliver any
certificate or certificates for shares to be issued hereunder until such
shares have been listed (or authorized for listing upon official notice of
issuance) upon each stock exchange on which outstanding shares of the same
class may then be listed and until the COMPANY has taken such steps as
may, in the opinion of counsel for the CORPORATION, be required by law and
applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and
regulations, in connection with the issuance or sale of such shares, and
the listing of such shares on each such exchange. The COMPANY will use
its best efforts to comply with any such requirements forthwith upon the
exercise of the Option.
5. Adjustments Upon Changes in Capitalization. If all or any
portion of the Option is exercised subsequent to any stock dividend,
split-up, capitalization, combination or exchange of shares, merger,
consolidation, acquisition of property or stock, separation,
reorganization, or other similar change or transaction of or by the
COMPANY, as a result of which shares of any class shall be issued in
respect of outstanding shares of the class covered by the Option or shares
of the class covered by the Option shall be changed into the same or a
different number of shares of the same or another class or classes, the
person or persons so exercising such an Option shall receive, for the
aggregate option price payable upon such exercise of the Option, the
aggregate number and class of shares equal to the number and class of
shares he or she would have had on the date of exercise had the shares
been purchased for the same aggregate price at the date the Option was
granted and had not been disposed of, taking into consideration any such
stock dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property or stock,
separation, reorganization, or other similar change or transaction;
provided, however, that no fractional share shall be issued upon any such
exercise, and the aggregate price paid shall be appropriately reduced on
account of any fractional share not issued. Provided, however, any shares
which are issued at or about this option price or pursuant to a warrant or
options whose exercise price is at or above the exercise price provided in
the agreement shall not be considered to be diluted for the purpose of
this agreement and no adjustment will be made.
6. Notices. Each notice relating to this Agreement shall be in
writing and delivered in person or by certified mail to the proper
address. Each notice shall be deemed to have been given on the date it is
received. Each notice to the COMPANY shall be addressed to it at its
principal office, at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, to the attention of the Secretary of the COMPANY. Each
notice to the OPTIONEE or other person or persons then entitled to
exercise the Option shall be addressed to the OPTIONEE or such other
person or persons at the OPTIONEE's address set forth in the heading of
this Agreement. Anyone to whom a notice may be given under this Agreement
may designate a new address by notice to that effect.
7. Benefits of Agreement. This Agreement shall inure to the benefit
of and be binding upon each successor of the COMPANY. All obligations
imposed upon the OPTIONEE and all rights granted to the COMPANY under this
Agreement shall be binding upon the OPTIONEE's heirs, legal
representatives, and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the OPTIONEE, his heirs,
legal representatives, or successors may have in respect to the Plan or
any options or Common Stock granted or issued thereunder, whether to him,
or herself, or to any other person.
8. Resolution of Disputes. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the
interpretation, construction or application of this Agreement will be
determined by the Board of Directors of the COMPANY. Any determination
made hereunder shall be final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this
Agreement to be executed as of the day, month and year first above-
written.
COMPANY: METALCLAD CORPORATION
a Delaware corporation
/s/Xxxxx X. Xxxxxx
By: ------------------------------
XXXXX X. XXXXXX, President
(CORPORATE SEAL)
/s/Xxxxxxx X. Land
OPTIONEE: ---------------------------------
XXXXXXX X. LAND
