EXHIBIT 10.8
STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of October 1, 2002 by and between
Assure Energy, Inc. (the "Corporation"), and Primoris Group Inc., an Ontario
corporation (the "Optionee").
RECITALS
A. Pursuant to Optionee's September 17, 2002 Consulting Agreement with
the Corporation, (the "Consulting Agreement"), the Corporation's board of
directors has agreed to grant stock options to the Optionee to purchase shares
of the Corporation's common stock (the "Shares"). The stock options granted
herein are not "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended.
NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:
AGREEMENT
SECTION 1
GRANT OF OPTIONS
1.1 NUMBER OF SHARES. Subject to the terms and conditions of this Agreement
and the Consulting Agreement, the Corporation grants to Optionee, Options to
purchase from the Corporation two hundred thousand (200,000) shares (the "Option
Shares").
1.2 EXERCISE PRICE. Each Option Share is exercisable at a price of US $2.75
per share (the "Option Price").
1.3 TERM. The Expiration Date for all Options shall be September 30, 2004.
1.4 VESTING. The options vest upon issuance.
1.5 CONDITIONS OF OPTION. The Options may be exercised immediately upon
vesting, subject to the terms and conditions as set forth in this Agreement and
the Consulting Agreement.
SECTION2
EXERCISE OF OPTION
2.1 DATE EXERCISABLE. The Options shall become exercisable by Optionee in
accordance with Section 1.4 above.
2.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. The Options
may be exercised by the Optionee, in whole or in part, by giving written notice
to the Secretary of the Corporation, setting forth the number of Shares with
respect to which Options are being exercised. The purchase price of the Option
Shares upon exercise of the Options by the Optionee shall be paid in full in
cash.
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2.3 STOCK CERTIFICATES. Promptly after any exercise in whole or in part of
the Options by Optionee, the Corporation shall deliver to Optionee a certificate
or certificates for the number of Shares with respect to which the Options were
so exercised, registered in Optionee's name.
SECTION 3
NONTRANSFERABILITY
3.1 RESTRICTION. The Options are not transferable by Optionee.
SECTION 4
NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE
4.1 Optionee shall not be deemed for any purpose to be a shareholder of
Corporation with respect to any shares subject to the Options under this
Agreement to which the Options shall not have been exercised.
SECTION 5
REGISTRATION RIGHTS
5.1 Piggyback registration rights shall apply to the Option Shares as set
forth in Section 6.5 of the Consulting Agreement.
SECTION 6
MISCELLANEOUS PROVISIONS
6.1 DISPUTES. Any dispute or disagreement that may arise under or as a
result of this Agreement, or any question as to the interpretation of this
Agreement, may be determined by the Corporation's Board of Directors in its
absolute and uncontrolled discretion, and any such determination shall be final,
binding, and conclusive on all affected persons.
6.2 NOTICES. Any notice that a party may be required or permitted to give
to the other shall be in writing, and may be delivered personally, by overnight
courier or by certified or registered mail, postage prepaid, addressed to the
parties at their current principal addresses, or such other address as either
party, by notice to the other, may designate in writing from time to time.
6.3 LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Province of Alberta, Canada.
6.4 TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.
6.5 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter of this Agreement.
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6.6 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
6.7 PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.
6.8 FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
6.9 PARTIES IN INTEREST. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
6.10 SAVINGS CLAUSE. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ASSURE ENERGY, INC.
By: /s/ Xxxxxxx Xxxx
--------------------------
Name: Xxxxxxx Xxxx
Title: President
The undersigned Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement, accepts the Options granted thereunder, and agrees
to the terms and conditions thereof.
OPTIONEE
PRIMORIS GROUP, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
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