EXHIBIT 6.1.3.
CASPIAN ENERGY INTERNATIONAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Optionee: Xxxxxx X. Xxxxx
Number of Shares: 140,000
Option Exercise Price: $0.05
Effective Date of Grant: May 15, 2001
1. Grant of Options. Caspian Energy International, Inc. ("Company")
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hereby grants to the above-named optionee ("Optionee"), Non-Qualified Stock
Options (collectively, "Options") to purchase at the Option Exercise Price
(set forth above) per share and on the terms and conditions set forth in
this agreement ("Agreement") that number of shares, as adjusted as herein
provided (as so adjusted, "Option Shares"), of its common stock ("Common
Stock") as is set forth above. The exercise price exceeds the fair market
value per share of the Common Stock as reflected by the closing price of
the Common Stock on the date hereof, pursuant to a grant that was approved
by the Board of Directors.
2. Term of Options and Limitations on Right to Exercise. The Options
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shall become exercisable in full on the date hereof and shall expire at
5:00 p.m., Dallas, Texas time, on May 15, 2006, unless sooner terminated
pursuant hereto.
3. Exercise of Options. Other terms, times and conditions of exercise of the
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Options are as follows:
a. Prior to the Expiration Date, the Options shall be fully exercisable
in whole or in part for a number of shares up to the aggregate number of all of
the Option Shares.
b. Upon the death or Disability of the Optionee, the Optionee or the
personal representative of the Optionee, as applicable, may exercise the Options
to the extent not previously exercised (and, in the case of death, to the extent
the Options could have been exercised by the Optionee on the date of death)
subject to the terms set forth in this Agreement, until their termination as
provided by Section 2 hereof.
c. The Options shall be exercised by written notice directed to the
Secretary of the Company. Such written notice shall be accompanied by full
payment in cash for the number of Option Shares specified in such written
notice.
d. If the Optionee is subject to restrictions regarding the Optionee's
right to sell shares of Common Stock under applicable securities laws and as a
consequence exercise of the Options would not be taxable under the provisions of
Section 83(c) of the Code, the Optionee, upon exercise of the Options, shall be
authorized to make an election to be taxed upon exercise of the Options under
Section 83(b) of the Code. To effect such election, the Optionee may file an
appropriate election with the Internal Revenue Service within thirty (30) days
after exercise of the Options and otherwise in accordance with applicable
Treasury Regulations.
e. The Optionee recognizes that the Committee may make such provisions
and take such steps as it may deem necessary or appropriate for the withholding
of any taxes that the Company or any subsidiary of the Company is required by
any law or regulation or any
governmental authority, whether federal, state or local, domestic or foreign, to
make in connection with the Optionee's exercise of the Options.
f. Subject to the terms of this Agreement, the Options may be
exercised at any time and without regard to any other option to purchase
stock of the Company held by the Optionee.
g. In the event the outstanding shares of Common Stock are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Company or of any other corporation by
reason of any merger, sale of stock, consolidation, liquidation,
recapitalization, reclassification, stock split up, combination of shares,
stock dividend, or transaction having similar effect, the total number of
shares subject to this Option shall be proportionately and appropriately
adjusted. Following a transaction described above, if the Company continues
in existence, the number and kind of shares that are subject to any Option
and the option price per share shall be proportionately and appropriately
adjusted without any change in the aggregate price to be paid therefor upon
exercise of the Option. If the Company will not remain in existence or
substantially all of its voting Common Stock and Common Stock will be
purchased by a single purchaser or group of purchasers acting together,
then the Company may (i) declare that all Options shall terminate 30 days
after the Committee gives written notice to all Optionee's of their
immediate right to exercise all Options then outstanding (without regard to
limitations on exercise otherwise contained in the Options), or (ii) notify
the Optionee that the Options shall apply with appropriate adjustments as
determined by the Company to the securities of the successor corporation to
the Optionee would have been entitled, or (iii) take action that is some
combination of aspects of (i) and (ii). The determination by the Company as
to the terms of any of the foregoing adjustments shall be conclusive and
binding. Any fractional shares resulting from any of the foregoing
adjustments under this section shall be disregarded and eliminated.
4. Nontransferability. The Options are not transferable except by will or
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by the laws of descent and distribution and are subject to the provisions of
Section 7 hereof. The Options may be exercised during the lifetime of the
Optionee only by the Optionee.
5. Limitation of Rights. The Optionee shall have no rights as a
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stockholder with respect to the Option Shares until the Optionee shall become
the holder of record of such Option Shares. Neither the Plan, the granting of
the Options nor this Agreement shall impose any obligation on the Company or any
subsidiary of the Company to continue the employment of the Optionee.
6. Optionee's Best Efforts Covenant. The Optionee hereby agrees to use
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the Optionee's best efforts to provide services to the Company in a workmanlike
manner and to promote the Company's interests.
7. Restrictions on Transfer and Pledge. Except as otherwise provided
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herein, the Options and all rights and privileges granted hereunder shall not be
transferred, assigned, pledged or hypothecated in any way, whether by operation
of law or otherwise, and shall not be subject to execution, attachment or
similar process.
8. Restrictions on Issuance of Option Shares. If at any time the Board of
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Directors or the Committee determines, in its discretion, that listing,
registration or qualification of the Option Shares covered by the Options upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to the exercise of the Options, the Options may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not
acceptable to the Board of Directors or the Committee. The Board or Committee,
as the case may be, shall make such a determination, and notify the Optionee of
its determination, within two (2) days after receiving the Optionee's written
notice of exercise of his Options. In the event of any such determination by the
Board or the Committee, the Company shall use its best efforts to effect or
obtain such listing, registration, qualification, consent or approval.
9. Successors. This Agreement shall be binding upon any successor of the
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Company, in accordance with the terms of this Agreement and the Plan.
10. Stock Reserve. The Company shall at all times during the term of this
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Agreement reserve and keep available such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of this Agreement. The Company
shall pay all original issue taxes (if any) on the exercise of the Options, and
all other fees and expenses necessarily incurred by the Company in connection
therewith.
11. Investment Intent. The Optionee hereby represents and warrants as
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follows:
a. The Shares will be acquired for the Optionee's own account without
the participation of any other person, with the intent of holding the
Shares for investment and without the intent of participating, directly or
indirectly, in a distribution of the Shares and not with a view to, or for
resale in connection with, any distribution of the Shares or any portion
thereof.
b. The Optionee, through the Optionee's position with the Company, has
access to all material information with regard to the Company.
c. The Optionee will not acquire the Shares based upon any
representation, oral or written, by any person with respect to the future
value of or income from the Shares but rather upon an independent
examination and judgment as to the prospects of the Company.
d. The Shares were not offered to the Optionee by means of publicly
disseminated advertisements or sales literature, nor is the Optionee aware
of any offers made to other persons by such means.
e. The Optionee acknowledges that the Optionee must continue to bear
the economic risk of the investment in the Shares for an indefinite period
and recognizes that the Shares will be: (i) transferred without
registration under any state or federal law relating to the registration of
securities for sale; and (ii) issued and transferred in reliance on the
exemption from registration provided by Section 4(2) of the United States
Securities Act of 1933, as amended (the "1933 Act").
IN WITNESS WHEREOF, the Company, acting by and through its duly authorized
officers, has caused this Agreement to be executed, and the Optionee has
executed this Agreement, effective the date first above written.
CASPIAN ENERGY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: President
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/s/ Xxxxxx X. Xxxxx
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OPTIONEE -Xxxxxx X. Xxxxx
