▇▇▇▇▇ CONSTRUCTION, INC.
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
FOR NONEMPLOYEES
Dear Stock Broker Associates, Inc.:
On January 14, 1999 the Board of Directors of ▇▇▇▇▇ Construction, Inc.
(the "Company") granted you a stock option for the purchase of 30,000 shares of
the Common Stock of he Company at an exercise price of $1.6875 per share. In the
event the Company splits its Common Stock or declares a stock dividend, the
number of shares that can be exercised pursuant to this agreement and the
exercise price shall be adjusted accordingly.
The grant of the option described in this Agreement is made pursuant to
the terms and conditions of this Agreement.
The terms of this option are summarized as follows:
TERM: The term of this option is ten years from date of grant ("Grant
Date"), unless sooner terminated as provided below.
VESTING: This option will vest and become immediately exercisable upon
the Grant Date.
EXERCISE: During your lifetime only you can exercise this option,
except that the option may be exercised by the personal representative of your
estate or the beneficiary thereof following your death. You may use the Notice
of Exercise of Stock Option in the form attached to this Agreement when you
exercise this option.
TERMINATION: The option will terminate one year after termination of
your relationship with the Company as a result of disability or death, but in
each case not later than the remaining term of this option. Any portion of the
option that is not exercisable at the time of cessation of your relationship
with the Company will terminate at such time.
PAYMENT FOR SHARES: This option may be exercised by the delivery of one
or more of the following:
(a) Cash or check; and/or
(b) Tendering (either actually or, if and so long as the Common
Stock is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by attestation) shares of the Common Stock of the
Company having a fair market value (as of the date of receipt
of such shares by the Company) equal to the purchase price for
the number of shares of Common Stock purchased. (You should
consult your tax advisor before exercising this option with
stock you received upon the exercise of an incentive stock
option.)
CONTINUATION IN SAME STATUS: Nothing contained in this Agreement or in any
action taken pursuant to this Agreement will be construed as creating or
constituting evidence of any agreement or understanding, express or implied,
that you will have any right to continue in any capacity with of the Company or
in any other capacity for any period of time or at a particular retainer or
other rate of compensation.
TRANSFER OF OPTION: This option is not transferable except by will or
by the applicable laws of descent and distribution.
NO STATUS AS SHAREHOLDER: Neither you nor any party to whom your rights
and privileges under the option pass will be, or have any of the rights or
privileges of, a shareholder of the Company with respect to any of the shares
issuable upon the exercise of this option unless and until this option has been
exercised.
HOLDING PERIODS:
A. SECURITIES EXCHANGE ACT SECTION 16
If an individual subject to Section 16 of the Exchange Act sells shares
of Common Stock obtained upon the exercise of a stock option within six months
after the date this option was granted, such sale may result in short-swing
profit recovery under Section 16(b) of the Exchange Act.
B. TAXATION
You should obtain tax advice when exercising any option and prior to
the disposition of the shares issued upon the exercise of any option.
REGISTRATION: AT THE PRESENT TIME, THE COMPANY INTENDS TO FILE AND
MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT
WILL BE ISSUED UPON THE EXERCISE OF THIS OPTION. THE COMPANY INTENDS TO MAINTAIN
THIS REGISTRATION BUT HAS NO OBLIGATION TO DO SO. IN THE EVENT THAT SUCH
REGISTRATION IS NO LONGER EFFECTIVE, YOU WILL NOT BE ABLE TO EXERCISE THIS
OPTION UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.
Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Agreement and return it to the undersigned.
Very truly yours,
▇▇▇▇▇ Construction, Inc.
By: _________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: President
ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of _________________, accept the stock
option described above and acknowledge receipt of a copy of this Agreement and
the Plan. I have read and understood the Agreement.
Dated: _______________ ____________________________
(Name)
Address _____________________
______________________ _____________________________
Taxpayer I.D. Number _____________________________
By his or her signature below, the spouse of the Optionee, if such
Optionee is legally married as of the date of his or her execution of this
Agreement, acknowledges that he or she has read this Agreement and is familiar
with the terms and provisions thereof, and agrees to be bound by all the terms
and conditions of this Agreement.
Dated: _________________ _____________________________
Spouse's Signature
_____________________________
Printed Name
By his or her signature below, the Optionee represents that he or she
is not legally married as of the date of execution
Dated: _______________ ____________________________
(Name)
Address _____________________
____________________ _____________________________
Taxpayer I.D. Number _____________________________
RECEIPT
__________________________ hereby acknowledges receipt from
_________________ in payment for _____ shares of Common Stock of ▇▇▇▇▇
Construction, Inc., a Texas corporation, of $____________ in the form of
[_] Cash
[_] Check (personal, cashier's or bank certified)
[_] ________ shares of the Company's Common Stock, fair market
value $_____ per share.
Date: _____________ By: ____________________
FMV on such date: $__________ For: ▇▇▇▇▇ Construction, Inc.
NOTICE OF EXERCISE OF STOCK OPTION
▇▇▇▇▇ Construction, Inc.
I, a resident of the State of _________________, hereby exercise my
stock option granted by the Board of Directors of ▇▇▇▇▇ Construction, Inc. (the
"Company") on January 14, 1999, subject to all the terms and provisions of the
Stock Option Letter Agreement and notify the Company of my desire to purchase
_____ shares of Common Stock of the Company (the "Securities") at the exercise
price of $1.6875 per share which were offered to me pursuant to said option.
I hereby represent and warrant that (1) I have been furnished with a
copy of the plan and al information which I deem necessary to evaluate the
merits and risks of the purchase of the Securities; (2) I have had the
opportunity to ask questions and receive answers concerning the information
received about the Securities and the Company; and (3) I have been given the
opportunity to obtain information obtained concerning the Securities and
Company.
Dated: __________________ ______________________________
Optionee's Signature
