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EXHIBIT 10.14
OPTION AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of September,
1996, by and between American Physicians Service Group, Inc. ("APS"), a
Delaware corporation, and _____________, an individual ("Stockholder").
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. Identification of Exsorbet Industries, Inc. Exsorbet
Industries, Inc. is an Idaho corporation, having its principal place of
business in Jackson, Mississippi. The only class of common stock of Exsorbet
Industries, Inc. trades on the Nasdaq Stock Market, Inc. SmallCap Market under
the symbol "EXSO." As used herein, the term "Exsorbet" shall refer to Exsorbet
Industries, Inc. and its successors.
2. Disclosures. Stockholder has disclosed to APS that Exsorbet,
through its Board of Directors, has proposed merger into a Delaware
corporation, whereby the Delaware corporation would be the surviving
corporation, and changing the name of Exsorbet to Consolidated Eco-Systems,
Inc. The term "Exsorbet" shall refer to such surviving or successor
corporation in the event that such merger and/or name change is approved.
3. Representations. Stockholder has made no representations to
APS concerning the financial condition of Exsorbet and its subsidiaries.
Stockholder has made no representations or warranties concerning the future
value of Exsorbet stock, future earnings of Exsorbet, or any other
representations concerning Exsorbet, except as are identified herein.
4. Stock Ownership. Stockholder is the owner of _______ shares
of common stock of Exsorbet, such shares having been issued pursuant to Rule
144 of the United States Securities and Exchange Commission ("Rule 144"). Such
shares of common stock are subject to the provisions of Rule 144 and all
applicable state and federal securities regulations and statutes. Stockholder
will not transfer or assign any of such stock until expiration of this option
agreement.
5. Option Agreements. Stockholder possesses a present right to
acquire _______ shares of common stock of Exsorbet pursuant to an option
agreement or agreements, copies of which are attached hereto. Stockholder will
not transfer, extinguish or assign any of such options or rights thereunder
until expiration of this option agreement.
6. Option Grant to APS. For a period of sixty days after
September 30, 1996, Stockholder grants to APS an exclusive right to acquire
_______ shares of common stock of Exsorbet, representing a portion of those
shares identified in paragraph 4, above. The acquisition price shall be $2.75
per share.
7. Additional Option Grant to APS. For a period of sixty days
after September 30, 1996, Stockholder grants to APS an exclusive right to
acquire _____ shares of common stock of
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Exsorbet, by exercising such portion of the options identified in paragraph 5,
above as necessary to acquire such number of shares. The acquisition price
shall be $2.75 per share.
8. Exercising of Stock Options. Stockholder warrants and
covenants with APS that he will, upon exercising of the option specified in
paragraph 6 or 7, above, exercise the option agreements with Exsorbet,
acquiring the number of shares being ultimately transferrable to APS. Such
option exercise shall occur within two business days of notification by APS
that it is exercising the option specified herein.
9. APS Agreements. APS: (A) understands that the Exsorbet stock
has not been, and will not be, registered under the Securities Act, or under
any state securities laws, and are being offered and sold in reliance upon
federal and state exemptions for transactions not involving any public
offering; (B) is acquiring the Exsorbet stock for its own account for
investment purposes, and not with a view to the distribution thereof; (C) is a
sophisticated investor with knowledge and experience in business and financial
matters, (D) has received or will receive certain information concerning
Exsorbet and has had the opportunity to obtain additional information as
desired in order to evaluate the merits and the risks inherent in holding the
Exsorbet stock; (E) is able to bear the economic risk and lack of liquidity
inherent in holding the Exsorbet stock; and (F) is an Accredited Investor, as
defined in Regulation D promulgated pursuant to the Securities Act of 1933, as
amended.
10. Paragraph Headings. Paragraph Headings, being the underlined
portion at the beginning of each section, are intended for assistance only and
shall not alter, modify, amend, or change the meanings of the written
paragraphs.
11. Construction. This Agreement shall be liberally construed in
favor of granting an exclusive option upon the terms specified herein. In
furtherance thereof, this Agreement shall be construed in accordance with the
laws and statutes of the State of Texas, being the principal place of business
of APS.
12. Advice to Seek Legal Counsel. Stockholder has sought and
obtained the advice of counsel prior to entering this Agreement or has been
strongly advised to obtain legal counsel concerning the advisability of
entering this Agreement. In entering this Agreement, Stockholder is not
relying upon any statements, representations, or opinions of: (a) any attorneys
or counsel for or of Exsorbet or APS; (b) any representatives, agents,
officers, employees, or directors of Exsorbet Industries, Inc., its
subsidiaries, or APS; or (c) any person other than his retained legal attorney.
13. Notices. Notices to Stockholder shall be delivered to:
_________________________.
Notices to APS shall be delivered to: Xxxxx Xxxx, Xx., 0000 Xxxxxxx xx
Xxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000.
All notices shall be delivered by certified mail with a return receipt
requested, by overnight courier, or by facsimile. All notices shall be
complete upon delivery.
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14. Cooperation. Stockholder agrees to fully cooperate with APS
in the event that APS elects to exercise any rights under this Agreement.
Stockholder shall take no action which would obstruct the ability of APS to
exercise its rights under this Agreement.
15. Procedure for Exercising Option. APS may exercise its rights
under this Agreement by giving written notice to the Shareholder in the manner
specified in paragraph 13, above. Such written notice shall be in any
reasonable form sufficient to notify Stockholder of the exercising of the
option. Full payment shall be due upon the delivery of any or all shares from
Stockholder to APS. Upon exercising of any options, Stockholder shall arrange
for: (i) delivery of existing shares, if any, to APS within five business days;
(ii) exercising of any stock options with Exsorbet within two business days;
and (iii) delivery of stock certificates obtained upon exercise of stock
options within two business days of receipt of such stock certificates.
16. Severability. In the event that any section or paragraph
contained herein shall be invalid, unlawful, or unenforceable, the remainder
shall be severable, valid, and effective as if such invalid, unlawful, or
unenforceable section or paragraph were not contained herein.
17. Consideration. In consideration of the Agreements contained
herein, APS is providing the sum of One Hundred Dollars ($100.00) to
Stockholder. Stockholder accepts such amount as full and complete
consideration for this Agreement.
18. Complete Agreement. This Agreement is the full and complete
agreement between the parties. There are no agreements or understandings
between the parties which are not contained herein.
19. Adjustments in Option. In the event that the common stock of
Exsorbet is changed into or exchanged for a different number or kind of shares
of Exsorbet or other securities by reason of merger, consolidation,
recapitalization, reclassification, stock split, stock dividend or combination
of shares, the option granted to APS herein shall be subject to an appropriate
and equitable adjustment in the number and kind of shares as to which the
option, or portions thereof then unexercised, shall be exercisable, to the end
that after such event the proportionate interest of APS shall be maintained as
before the occurrence of such event. Such adjustment in the option shall be
made without change in the total price applicable to the unexercised portion of
the option.
20. APS Party Appointed Attorney-in-Fact. Stockholder hereby
irrevocably appoints APS as attorney-in-fact of Stockholder (such power of
attorney being coupled with an interest), with full authority in the place and
stead of Stockholder and in the name of Stockholder, APS or otherwise, from
time to time on APS' discretion and upon the occurrence of any default by
Stockholder of any of Stockholder's obligations hereunder, to take any action
and to execute any instrument which APS may deem necessary or advisable to
accomplish the purposes of this Agreement, including without limitation to
assign and transfer the stock which is the subject of this Agreement to APS, or
any part thereof, absolutely and to execute and deliver endorsements,
assignments, conveyances, bills of sale and other instruments with power to
substitute one or more persons or corporation with like power.
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21. Binding Effect. This Option Agreement shall inure to the
benefit of, and be binding upon the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns. Stockholder may
not assign its rights or obligations hereunder without the prior express
written consent of APS in each instance.
IN WITNESS WHEREOF, the parties have executed this Agreement upon the
day and year first above written.
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Stockholder
