EXHIBIT 10.19
AMENDED AND RESTATED STOCK OPTION AGREEMENT
MATERIAL TECHNOLOGIES, INC.
Effective November 1, 2002, Material Technologies, Inc., a Delaware corporation
(the "Corporation") and E. G. Xxx Xxxxxxx ("Xx. Xxxxxxx") enter into this
Amended Stock Option Agreement ("Amended Agreement") on the following terms and
conditions:
WHEREAS, Xx. Xxxxxxx and the Corporation entered into a Stock Option Agreement
("Original Agreement") effective March 27, 2002, wherein the Corporation granted
Xx. Xxxxxxx an option to purchase 800,000 shares ("1st Option"); and
WHEREAS, it is the desire of the parties to amend the Original Agreement; and
WHEREAS, the Corporation's Board of Directors (the "Board") determined that the
Corporation's interests will be advanced by entering into with Xx. Xxxxxxx this
Amended Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Agreement and for other good and valuable consideration, the parties hereby
agree and incorporate by reference the Original Agreement, except such terms and
conditions which are specifically amended as follows:
1. OPTION PRICE - The purchase price of the Shares of common stock
subject to the Option shall be two cents ($.02) per share without
commission or other charge.
2. AUTHORITY - The Company has the corporate power and authority
necessary to issue the options herein and to issue the underlying
shares of stock upon exercise thereof. All corporate actions hereunder
have been approved by the shareholders and/or directors of the company
as required under law.
3. WHEN EXERCISABLE - The Option may be exercised beginning on November
1, 2002 (the "Option Date") through November 1, 2007. The Option shall
be exercisable only as follows: a. To the extent the Option is not
exercised by November 1, 2007, the Option shall expire.
b. If prior to exercise and expiration of the Option in its entirety, the
Corporation is acquired by or merged with another entity in a
transaction involving the majority of the Corporation's stock or
substantially all of the Corporation's assets (other than a merger or
consolidation in which the Corporation is the surviving corporation
and no shares are converted into or exchanged for securities, cash or
any other thing of value), then the Board shall act so that Xx.
Xxxxxxx benefits from such transaction on terms reasonably similar to
the terms of such transaction that benefit other shareholders of the
Corporation, taking into account Xx. Xxxxxxx'x position and minority
interest in the Corporation. Such action may include, but is not
limited to, the following:
i. Accelerating the exercisability of this Option to permit its exercise
in full during such period as the Board in its sole discretion shall
prescribe;
ii. Permitting Xx. Xxxxxxx, at any time during such period as the Board in
its sole discretion shall prescribe, to surrender any Option or any
portion thereof to the Corporation for cancellation; and/or
iii. Requiring Xx. Xxxxxxx, at any time, if required by the terms of
agreements relating to a merger, consolidation, or sale or transfer of
substantially all of the Corporation's assets, to surrender this
Option or any portion thereof to the Corporation in return for a
substitute Option issued by the Corporation surviving such transaction
which Option the Board determines to have a value to Xx. Xxxxxxx
substantially equivalent to the value to Xx. Xxxxxxx of the Option, or
portion thereof, surrendered.
c. Subject to any action which the Board may take under paragraph 3b, in
the event of a merger, consolidation, or sale or transfer of
substantially all of the Corporation's assets, thereafter, upon
exercise of this Option, Xx. Xxxxxxx shall, at no additional cost
other than paying the exercise price of the Option, be entitled to
receive in lieu of Shares (1) the number and class of Shares or other
security, (2) the amount of cash, (3) property, or (4) combination of
securities, cash and/or property to which Xx. Xxxxxxx would have been
entitled under the terms of such merger, consolidation or sale or
transfer of assets, if immediately prior to such transaction, Xx.
Xxxxxxx had bee the holder of the number of shares for which this
Option is exercised.
4. COUNTERPARTS - This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which together constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the first date
written above.
Date: November _____, 2002 MATERIAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
____________________________
Xxxxxx X. Xxxxxxxxx, President
Date: November _____, 2002 By: /s/ Xxx Xxxxxxx
____________________________
Xxx Xxxxxxx
