INCENTIVE STOCK PURCHASE AGREEMENT
THIS INCENTIVE STOCK PURCHASE AGREEMENT made this 19th day of March, 1999
by and between ENERGY CORPORATION OF AMERICA, a West Virginia corporation
(hereinafter referred to as "ECA"), and X.X. Xxxxxx (hereinafter referred to as
"Xxxxxx")
WHEREAS, Xxxxxx provides valuable service to ECA as a Director of the
Company and ECA considers it desirable and in its best interest that Xxxxxx be
given an added incentive to advance the interests of ECA.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree as follows:
1. Grant of Purchase Rights. ECA hereby grants to Xxxxxx the right and
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privilege to purchase up to 5,000 shares of its Common Stock at $75.00 per share
(the "Purchase Rights") in the following manner:
a. On and after January 1, 1999, to and including December 31, 2003, 1667
shares.
b. On and after January 1, 2000, to and including December 31, 2004, 1667
shares.
c. On and after January 1, 2001, to and including December 31, 2005, 1666
shares.
During each five (5) year period, shares may be purchased incrementally or
in one lump sum. Xxxxxx may elect to purchase the stock by providing notice to
ECA as provided in paragraph 2.
In order to be entitled to exercise the Purchase Rights granted hereunder,
Xxxxxx must remain an active and recognized Director of ECA during the purchase
period. If Xxxxxx'x Director role with ECA is completed for any reason during
the purchase period, all unexercised Purchase Rights shall become null and void
on the date the role is ended.
Failure to exercise the Purchase Rights by December 31 of each year
specified above shall result in the termination of the Purchase Rights granted
during that time period and such Purchase Rights shall become null and void.
2. Method of Exercise. The Purchase Rights shall be exercised by written
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notice directed to ECA at its principal place of business accompanied by check
for payment of the price for the number of shares specified.
3. Limitation Upon Transfer. All rights granted in this Agreement shall be
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exercisable only by Xxxxxx. The Purchase Rights granted under this Agreement
shall not be transferred, assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of such Purchase Rights contrary to this
provisions of this Agreement, or upon the levy of any attachment or similar
process upon such Purchase Rights, such Purchase Rights shall immediately become
null and void.
4. Restrictions. All shares acquired by Xxxxxx shall be subject to (a) the
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requirement that they first be offered to ECA and (b) the terms and restrictions
set forth in ECA's articles of incorporation as each may be amended from
time to time.
All share certificates representing shares acquired by the exercise of the
Purchase Rights shall have endorsed thereon the following legend:
"The shares represented by this certificate are subject to the requirement that
they be first offered to Energy Corporation of America, per that certain
Incentive Stock Purchase Agreement dated March 19, 1999 by and between Energy
Corporation of America and X.X. Xxxxxx."
5. Rights as Shareholder. Xxxxxx shall not have any rights or
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privileges as a shareholder of ECA in the shares of common stock until payment
of the purchase price.
6. Holding Period. Xxxxxx agrees to hold all shares acquired by
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exercising the Purchase Rights for a period of at least six (6) months from the
date of the exercise. Thereafter, the shares will remain subject to the
restrictions on transfer as set forth in paragraph 4 above.
7. Governing Law. This Agreement shall be governed by, and construed
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under the laws of West Virginia and shall be binding and inure to the benefit of
any successor or successors of ECA.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
ENERGY CORPORATION OF AMERICA
By: /s/ Xxxx Xxxx
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Xxxx Xxxx
Its: President and CEO
/s/ X.X. Xxxxxx
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X.X. Xxxxxx
