EXHIBIT 10.15
STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of September 4, 2003 by and
between Assure Energy, Inc. (the "Corporation") and Xxxx Xxxxxxxxx (the
"Optionee").
RECITALS
A. Optionee is a director of the Corporation. In consideration of
Optionee's serving as such, 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, the
Corporation grants to Optionee, Options to purchase from the Corporation thirty
thousand (30,000) shares (the "Option Shares").
1.2 EXERCISE PRICE. Each Option Share is exercisable, upon vesting, at a price
of US $3.00 per share (the "Option Price").
1.3 TERM. The Expiration Date for all Options shall be September 3, 2006.
1.4 VESTING. The first 15,000 options vest on issuance. The remaining 15,000
options vest on March 4, 2004. The options are further subject to any applicable
regulatory requirements.
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.
SECTION 2
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.
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ADJUSTMENTS
5.1 NO EFFECT ON CHANGES IN CORPORATION'S CAPITAL STRUCTURE. The existence of
the Options shall not affect in any way the right or power of the Corporation or
its shareholders to make or authorize any adjustments, recapitalization,
reorganization, or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
5.2 ADJUSTMENT TO OPTION SHARES. The Option Shares are subject to adjustment
upon recapitalization, reclassification, consolidation, merger, reorganization,
stock dividend, reverse or forward stock split and the like. If the Corporation
shall be reorganized, consolidated or merged with another corporation, Optionee
shall be entitled to receive upon the exercise of the Option the same number and
kind of shares of stock or the same amount of property, cash or securities as
Optionee would have been entitled to receive upon the happening of any such
corporate event as if Optionee had been, immediately prior to such event, the
holder of the number of Shares covered by the Option.
SECTION 6
TERMINATION OF DIRECTORSHIP
6.1 If Optionee voluntarily resigns as a director, all non-vested options
received by Optionee hereunder will become immediately void and of no further
effect. Further, Optionee may thereafter have 90 days to exercise all vested
options following which time all such non-exercised options shall become void
and of no further effect. If the Optionee is removed as a director "for cause"
or if Optionee dies while serving as a director, all options received by
Optionee shall become immediately void and of no further effect.
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SECTION 7
MISCELLANEOUS PROVISIONS
7.1 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.
7.2 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.
7.3 LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Province of Alberta, Canada.
7.4 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.
7.5 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.
7.6 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
7.7 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.
7.8 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.
7.9 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.
7.10 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/ Xxxxxx Lalach
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Name: Xxxxxx Lalach
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
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
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ASSURE ENERGY, INC.
NOTICE OF EXERCISE OF STOCK OPTION
The undersigned hereby exercises the Stock Options granted by Assure Energy,
Inc. and seeks to purchase ____________________ shares of Common Stock of the
Corporation pursuant to said Options. The undersigned understands that this
exercise is subject to all the terms and provisions of the Stock Option
Agreement dated as of September 4, 2003.
Enclosed is a check in the sum of US $_____________________ in payment for such
shares.
Signature of Optionee
Date:
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