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EXHIBIT 4.8
TOREADOR ROYALTY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and
entered into as of this 8th day of September, 1994, by and between Toreador
Royalty Corporation, a Delaware corporation (the "Company"), and
_________________________ ("Optionee");
W I T N E S S E T H:
WHEREAS, Optionee is an independent petroleum engineer and provides
consulting services ("Services") to the Company in such capacity; and
WHEREAS, the Company desires to extend to Optionee the opportunity to
acquire Common Stock as an added incentive for Optionee to continue providing
Services to the Company and to advance the interests of the Company; and
WHEREAS, the Board of Directors of the Company has authorized and
approved the grant of non-qualified stock options to Optionee subject to the
terms and conditions herein provided; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Grant of Option and Option Period. The Company hereby grants
to Optionee as of the date of this Agreement (the "Grant Date"), subject to the
provisions of Section 2 hereof and as hereinafter set forth, an option (the
"Option") to purchase 10,000 shares of Common Stock, par value $.15625 per
share, of the Company ("Common Stock") at the price of $3.25 per share, at any
time or (with respect to partial exercises) from time to time during a period
commencing on the first anniversary of the Grant Date and ending on September
8, 2004 (the "Option Period"), provided that the number of shares purchasable
hereunder in any period or periods of time during which the Option is exercised
shall be limited as follows:
(a) only 33 1/3% of such shares (if a fractional number,
then the next lower whole number) are purchasable, in whole at any
time or in part from time to time, commencing September 8, 1995, if
Optionee provides Services to the Company until that date;
(b) an additional 33 1/3% of such shares (if a fractional
number, then the next lower whole number) are purchasable, in whole at
any time or in part from time to time, commencing September 8, 1996,
if Optionee provides Services to the Company until that date;
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(c) the remainder of such shares are purchasable, in
whole at any time or in part from time to time, commencing September
8, 1997, if Optionee provides Services to the Company until that date.
2. Termination of Service. Any provision of Section 1 hereof to
the contrary notwithstanding:
(a) If Optionee ceases to provide Services to the Company
on account of Optionee's fraud, dishonesty or intentional
misrepresentation, then the Option shall automatically terminate and
be of no further force or effect as of the date Optionee ceases to
provide Services to the Company;
(b) If Optionee shall die during the Option Period while
providing Services to the Company, the Option may be exercised, to the
extent that Optionee was entitled to exercise it at the date of
Optionee's death, within one year after such death (if otherwise
within the Option Period), but not thereafter, by the executor or
administrator of the estate of Optionee or by the person or persons
who shall have acquired the Option directly from Optionee by bequest
or inheritance; and
(c) If Optionee ceases to provide Services to the Company
for any reason (other than the circumstances specified in paragraphs
(a) and (b) of this Section 2) within the Option Period, the Option
may be exercised, to the extent Optionee was able to do so at the date
of termination of Services, within three (3) months after such
termination (if otherwise within the Option Period), but not
thereafter.
3. Exercise During Service. Except as provided in Section 2
hereof, the Option may not be exercised unless Optionee is at the time of
exercise providing Services to the Company.
4. Exercise of Option. The Option may be exercised by written
notice signed by Optionee and delivered to the Secretary of the Company or sent
by United States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of its Secretary) at its corporate office in
Dallas, Texas. Such notice shall state the number of shares as to which the
Option is exercised and shall be accompanied by the full amount of the purchase
price of such shares, in cash or by check. Any such notice shall be deemed
given on the date on which the same was deposited in a regularly maintained
receptacle for the deposit of United States mail, addressed and sent as
above-stated, or, in the case of hand delivery, on the date of receipt thereof
by the Secretary of the Company. In the event of Optionee's death, the
executor or administrator of Optionee's estate (or anyone who shall have
acquired the Option by will or pursuant to the laws of descent and
distribution) may exercise the Option in accordance with the provisions of this
Agreement.
5. Delivery of Certificates Upon Exercise of the Option.
Delivery of a certificate or certificates representing the purchased shares of
Common Stock shall be made promptly after receipt of notice of exercise and
payment of the purchase price. If the Company so elects, it
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obligation to deliver shares of Common Stock upon the exercise of the Option
shall be conditioned upon its receipt from the person exercising the Option of
an executed investment letter, in form and content satisfactory to the Company
and its legal counsel, evidencing the investment intent of such person and such
other matters as the Company may reasonably require. It the Company so elects,
the certificate or certificates representing the shares of Common Stock issued
upon exercise of the Option shall bear a legend in substantially the following
form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED
THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO
THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
6. Adjustments Upon Changes in Common Stock. In the event that
before delivery by the Company of all the shares in respect of which the Option
is granted, the Company shall have effected a Common Stock split or dividend
payable in Common Stock, or the outstanding Common Stock of the Company shall
have been combined into a smaller number of shares, the shares still subject to
the Option shall be increased or decreased to reflect proportionately the
increase or decrease in the number of shares outstanding, and the purchase
price per share shall be decreased or increased so that the aggregate purchase
price for all the then optioned shares shall remain the same as immediately
prior to such split, dividend or combination. In the event of a
reclassification of Common Stock not covered by the foregoing, or in the event
of a liquidation, separation or reorganization, including a merger,
consolidation or sale of assets, the Board shall make such adjustments, if any,
as it may deem appropriate in the number, purchase price and kind of shares
still subject to the Option. The provisions of this Section 6 shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
7. Transferability. The Option evidenced hereby is not
transferable otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined in the Code or
in Title I of the Employee Retirement Income Security Act of 1974, as amended,
and during the lifetime of Optionee is exercisable only by Optionee.
8. Applicable Law. All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of Texas except to the extent preempted by Federal law.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The "Company"
TOREADOR ROYALTY CORPORATION
By:
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Xxxxx X. Xxx, Chairman and
Chief Executive Officer
"Optionee"
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TOREADOR ROYALTY CORPORATION
000 XXXXXXX XXXXXXX XXXX
0000 XXXXXXX XXXX
XXXXXX, XXXXX 00000
May 15, 1995
c/o Toreador Royalty Corporation
000 Xxxxxxx Xxxxxxx Xxxx
0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Re: Amendment to Non-Qualified Stock Option Agreement
Dear :
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Reference is made to that certain Non-Qualified Stock Option Agreement
(the "Agreement") dated as of September 8, 1994, between you and Toreador
Royalty Corporation (the "Company"). The Board of Directors of the Company has
authorized an amendment to the Agreement to allow for accelerated vesting of
options granted under the Agreement upon the occurrence of a change in control
of the Company.
Accordingly, the Agreement is hereby amended effective as of April 25,
1995 by deleting Section 6 in its entirety and inserting in its place a new
Section 6 which shall be and read as follows:
6. Adjustments Upon Changes in Capitalization, Merger, Etc. In
the event that, before delivery by the Company of all of the shares of
Common Stock in respect of which this Option has been granted the
Company shall have effected a split of the Common Stock, a dividend
payable in Common Stock or combination of Common Stock into a smaller
number of shares, the shares still subject to Option shall be
increased or decreased proportionately and the purchase price per
share shall be decreased or increased proportionately so that the
aggregate purchase price for all of the shares then subject to the
Option shall remain the same as immediately prior to such split,
dividend or combination.
In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization
(including a merger, consolidation or sale of assets) of the Company,
the Board shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares covered
by the unexercised portions of the Option. The provisions of this
Section 6 shall only be applicable if, and only to the extent that,
the application thereof does not conflict with any valid governmental
statute, regulation or rule.
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May 15, 1995
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Notwithstanding any indication to the contrary in the preceding
paragraphs of this Section 6, upon the occurrence of a "Change in
Control" (as hereinafter defined) of the Company, the maturity of the
Option shall be accelerated automatically, so that the Option shall
become exercisable in full with respect to all shares as to which the
Option shall not have previously been exercised or become exercisable;
provided, however, that no such acceleration shall occur with respect
to this Option if Optionee ceases to provide services to the Company
prior to the occurrence of such Change in Control.
For purposes of the Plan, a "Change in Control" of
the Company shall be deemed to have occurred if:
(a) the stockholders of the Company shall approve:
(i) any merger, consolidation or
reorganization of the Company (a "Transaction") in
which the stockholders of the Company immediately
prior to the Transaction would not, immediately after
the Transaction, beneficially own, directly or
indirectly, shares representing in the aggregate more
than 50% of all votes to which all stockholders of
the corporation issuing cash or securities in the
Transaction (or of its ultimate parent corporation,
if any) would be entitled under ordinary
circumstances in the election of directors, or in
which the members of the Company's Board immediately
prior to the Transaction would not, immediately after
the Transaction, constitute a majority of the board
of directors of the corporation issuing cash or
securities in the Transaction (or of its ultimate
parent corporation, if any),
(ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions contemplated or arranged by any party as
a single plan) of all or substantially all of the
Company's assets, or
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May 15, 1995
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(iii) any plan or proposal for the
liquidation or dissolution of the Company;
(b) individuals who constitute the Company's
Board as of the date of adoption of the Plan by the Board (the
"Incumbent Directors") cease for any reason to constitute at
least a majority of the Board; provided, however, that for
purposes of this subparagraph (b), any individual who becomes
a Director of the Company subsequent to the date of adoption
of the Plan by the Board, and whose election, or nomination
for election by the Company's stockholders, is approved by a
vote of at least a majority of the Incumbent Directors who are
Directors at the time of such vote, shall be considered an
Incumbent Director; or
(c) any "person," as that term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any of
its subsidiaries, any employee benefit plan of the Company or
any of its subsidiaries, or any entity organized, appointed or
established by the Company for or pursuant to the terms of
such plan), together with all "affiliates" and "associates"
(as such terms are defined in Rule 12b-2 under the Exchange
Act) of such person (as well as any "Person" or "group" as
those terms are used in Sections 13(d) and 14(d) of the
Exchange Act), shall become the "beneficial owner" or
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of securities of
the Company representing in the aggregate 20% or more of
either (i) the then outstanding shares of Common Stock or (ii)
the combined voting power of all then outstanding securities
of the Company having the right under ordinary circumstances
to vote in an election of the Company's Board ("Voting
Securities"), in either such case other than as a result of
acquisitions of such securities directly from the Company.
Notwithstanding the foregoing, a "Change in Control" of the
Company shall not be deemed to have occurred for purposes of
subparagraph (c) of this Section 6 solely as the result of an
acquisition of securities by the Company which, by reducing the number
of shares of Common Stock or other Voting Securities outstanding,
increases (i) the proportionate number of shares of Common Stock
beneficially owned by any person to 20% or more of the shares of
Common Stock then outstanding or (ii) the proportionate voting power
represented by the Voting Securities beneficially owned by any person
to
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May 15, 1995
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20% or more of the combined voting power of all then outstanding
Voting Securities; provided, however, that if any person referred to
in clause (i) or (ii) of this sentence shall thereafter become the
beneficial owner of any additional shares of Common Stock or other
Voting Securities (other than a result of a stock split, stock
dividend or similar transaction), then a "Change in Control" of the
Company shall be deemed to have occurred for purposes of subparagraph
(c) of this Section 6.
Except as expressly modified by this amendment, all terms and
conditions of the Agreement shall remain in full force and effect.
Sincerely,
TOREADOR ROYALTY CORPORATION
By:
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Xxxxx X. Xxx,
Chairman and Chief Executive Officer
