Exhibit 10.36
Neither this Option nor the shares of Common Stock issuable on exercise of this
Option have been registered under the Securities Act of 1933, as amended (the
"Act"). None of such securities may be transferred in the absence of
registration under the Act or an opinion of counsel to the effect that such
registration is not required.
IDM ENVIRONMENTAL CORP.
Stock Option Grant
This Non-Qualified Stock Option Agreement ("Option Agreement") is between
IDM Environmental Corp., a New Jersey corporation (the "Company"), and Saga
Promotions, a New York corporation ("Optionee"), who agree as follows:
1. This certifies that the Optionee, in consideration of valuable
consulting services rendered to the Company, is entitled to purchase from the
Company one million two hundred thousand (1,200,000) shares of the Company's
common stock (the "Common Stock") at an exercise price equal to $3.719 per
share.
2. All rights granted under this Option shall expire on February 18, 2000.
3. Notwithstanding anything to the contrary contained herein, Holder
(defined below) shall not have the right to exercise this Option so long as and
to the extent that at the time of such exercise, such exercise would cause the
Holder then to be the "beneficial owner" of five percent (5%) or more of the
Company's then outstanding Common Stock. For purposes hereof, the term
"beneficial owner" shall have the meaning ascribed to it in Section 13(d) of the
Securities Exchange Act of 1934, as amended. The opinion of legal counsel to
Holder, in form and substance satisfactory to the Company and the Company's
counsel shall prevail in all matters relating the amount of Holder's beneficial
ownership.
4. This Option and the Common Stock issuable on exercise of this Option
(the "Underlying Shares") may be transferred, sold, assigned or hypothecated,
only if registered by the Company under the Act or if the Company has received
from counsel to the Company a written opinion to the effect that registration of
the Option or the Underlying Shares is not necessary in connection with such
transfer, sale, assignment or hypothecation. The Option and the Underlying
Shares shall be appropriately legended to reflect this restriction and stop
transfer instructions shall apply. The Holder shall through its counsel provide
such information as is reasonably necessary in connection with such opinion.
5. This Option may only be assigned to entities controlled by the Optionee.
Any permitted assignment of this Option shall be effected by the Holder by (i)
executing a letter of assignment (in a form acceptable to the Company and its
counsel); (ii) surrendering the Option for cancellation at the office of the
Company, accompanied by the opinion of counsel to the Company referred to above;
and (iii) delivery to the Company of a statement by the Holder (in a form
acceptable to the Company and its counsel) that such Option is being acquired by
the Holder for investment and not with a view to its distribution or resale;
whereupon the Company shall issue, in the name or names specified by the Holder
(including the Holder) new Options representing in the aggregate rights to
purchase the same number of Underlying Shares as are purchasable under the
Option surrendered. Such Options shall be exercisable immediately upon any such
assignment of the number of Options assigned. The transferor will pay all
relevant transfer taxes. Replacement options shall bear the same legend as is
borne by this Option.
6. The term "Holder" should be deemed to include any permitted record
transferee of this Option.
7. The Company covenants and agrees that all shares of Common Stock which
may be issued upon exercise hereof will, upon issuance, be duly and validly
issued, fully paid and non-assessable and no personal liability will attach to
the holder thereof. The Company further covenants and agrees that, during the
periods within which this Option may be exercised, the Company will at all times
have authorized and reserved a sufficient number of shares of Common Stock for
issuance upon exercise of this Option and all other options.
8. This Option shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.
9. In the event that as a result of reorganization, merger, consolidation,
liquidation, recapitalization, stock split, combination of shares or stock
dividends payable with respect to such Common Stock, the outstanding shares of
Common Stock of the Company are at any time increased or decreased or changed
into or exchanged for a different number or kind of share or other security of
the Company or of another corporation, then appropriate adjustments in the
number and kind of such securities then subject to this Option shall be made
effective as of the date of such occurrence so that the position of the Holder
upon exercise will be the same as it would have been had it owned immediately
prior to the occurrence of such events the Common Stock subject to this Option.
Such adjustment shall be made successively whenever any event listed above shall
occur and the Company will notify the Holder of each such adjustment. Any
fraction of a share resulting from any adjustment shall be eliminated and the
price per share of the remaining shares subject to this Option adjusted
accordingly.
10. The Option herein granted may be exercised by the delivery by Holder of
written notice to the Secretary of the Company setting forth the number of
shares of Common Stock with respect to which the Option is being exercised. The
notice shall be accompanied by, at the election of the Holder, (i) cash,
cashier's check, bank draft, or postal or express money order payable to the
order of the Company, (ii) certificates representing shares of Common Stock
theretofore owned by Holder duly endorsed for transfer to the Company, (iii) an
election by Holder to have the Company withhold shares of Common Stock issuable
upon exercise of the Option, or (iv) any combination of the preceding, equal in
value to the aggregate exercise price. Notice may also be delivered by telecopy
provided that the exercise price of such shares is received by the Company. The
notice shall specify the address to which the certificates for such shares are
to be mailed.
11. Within two business days following each receipt by the Company of the
documents required to exercise all or any part of this Option as provided in
Section 10, the Company shall deliver irrevocable instruction to its transfer
agent (with a copy to Holder) to issue certificates evidencing the Underlying
Shares so purchased. Such certificates shall bear appropriate legends in
accordance with applicable securities laws.
12. This Option shall be governed by and construed in accordance with the
laws of the State of New Jersey. The federal and state courts in the city of
Newark, New Jersey shall have exclusive jurisdiction over this instrument and
the enforcement thereof. Service of process shall be effective if sent by
certified mail, return receipt requested. All notices shall be in writing and
shall be deemed given upon receipt by the party to whom addressed. This
instrument shall be enforceable by decrees of specific performance as well as
other remedies.
IN WITNESS WHEREOF, IDM Environmental Corp. has caused this Option to be
signed by its duly authorized officer under its corporate seal, and to be dated
February 18, 1998.
IDM ENVIRONMENTAL CORP.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, President
