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EXHIBIT 4.4
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
(NON-EMPLOYEE DIRECTOR OMNIBUS STOCK PLAN OF 1994)
OPTIONEE:
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NUMBER OF SHARES
SUBJECT TO OPTION:
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DATE OF GRANT: August 28, 1995
This Non-Qualified Stock Option Agreement (the "Option Agreement") is made
this 28th day of August, 1995, between the optionee listed above (the
"Optionee") and VECTOR AEROMOTIVE CORPORATION, a Nevada Corporation (the
"Company").
I. THE GRANT
The Company, pursuant to the provisions of the Company's Non-Employee
Director Omnibus Stock Plan of 1994 (the "1994 Omnibus Plan"), set forth as
Attachment A hereto, hereby grants to the Optionee, who is a member of the
Company's Board of Directors but not an Employee of the Company, subject to the
terms and conditions set forth or incorporated herein, a non-qualified option
to purchase (the "Option") from the Company all or any part of the number of
Common Shares shown above (the "Option Shares"), as such Common Shares are now
constituted, at a purchase price of $0.38 per Share (the "Exercise Price"),
effective as of the date of grant set forth above (the "Grant Date"). The
provisions of the 1994 Omnibus Plan governing the terms and conditions of the
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CALIFORNIA RESIDENTS
THE SALE OF SECURITIES WHICH ARE THE SUBJECT OF THE OPTIONS DESCRIBED
HEREIN HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION
IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION
BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE
RIGHTS OF ALL PARTIES WHO HOLD OPTIONS ARE EXPRESSLY CONDITIONED ON THE
QUALIFICATION BEING OBTAINED
IF THE OPTIONEE IS A RESIDENT OF THE STATE OF CALIFORNIA, THE OPTIONEE
REPRESENTS AND WARRANTS THAT ANY PURCHASE OF OPTION SHARES HEREUNDER WILL BE
FOR THE OPTIONEE'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION OF THE SECURITY.
