1
EXHIBIT 4.5
CONSULTANT
NON-QUALIFIED STOCK OPTION AGREEMENT
(CONSULTANT OMNIBUS STOCK PLAN OF 1994)
OPTIONEE: ______________________________
NUMBER OF SHARES
SUBJECT TO OPTION: _________________
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 Consultant
Omnibus Stock Plan of 1994 (the "1994 Omnibus Plan"), set forth as Attachment A
hereto, hereby grants to the Optionee, who is a Consultant to and 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 Option granted hereby are
incorporated in full herein by reference.
II. EXERCISABILITY: MANNER OF EXERCISE.
a. Manner of Exercise. Subject to the other terms and conditions of this
Option Agreement, the Option evidenced hereby shall be exercisable in whole or
in part on and after August 28, 1996. The Option evidenced hereby shall be
exercisable by the delivery to and receipt by the Company of written notice of
election to exercise, specifying the number of Option Shares to be purchased
accompanied by payment of the full purchase price thereof in the manner
prescribed by the Plan.
2
III. NON-TRANSFERABILITY
No Option granted under the 1994 Omnibus Plan shall be transferable by the
Optionee other than by will or the laws of descent and distribution and is
exercisable, during the Optionee's lifetime, only by the Optionee. The
Optionee may not create a lien on any funds, securities, rights or other
property to which such Optionee may have an interest under the 1994 Omnibus
Plan, or which is held by the Company for the account of the Optionee under the
1994 Omnibus Plan. Any attempted assignment, transfer, pledge, hypothecation
or other disposition of this Option contrary to the provisions hereof or of the
1994 Omnibus Plan and the levy of any attachment or similar proceeding upon the
Option, shall be null and void and without effect.
IV. END OF EXERCISE PERIOD; TERMINATION OF OPTION
a. Ten Year Maximum. Notwithstanding anything to the contrary in this
Option Agreement, the Option is not exercisable after the expiration of ten
(10) years from the Grant Date, and any unexercised portion of the Option then
terminates and becomes null and void without notice.
b. Termination of Service. Notwithstanding the provisions of Section IVa.
above, Options shall be exercisable after the Optionee's termination of service
within the following periods only:
(i) If the Optionee ceases to be a Consultant as a result of
death, within twelve (12) months after such event by the person or
persons to whom the Optionee's rights pass by will or the laws of
descent and distribution.
(ii) If the Optionee ceases to be a Consultant as a result of
retirement (as defined from time to time by Company policy), within
three (3) months after such termination.
(iii) If the Optionee ceases to be a Consultant as a result of voluntary
termination by the Consultant, within one (1) month after such
termination.
(iv) If the Optionee ceases to be a Consultant for cause (as defined
from time to time by Company policy), no unexercised Option shall be
exercisable to any extent after termination.
(v) If the Optionee ceases to be a Consultant as a result of
disability or leave of absence for the purpose of serving the
government or the country in which the principal place of employment
of the Optionee is located, either in a military or a civilian
capacity, or for such other
2
3
reason as the Committee may approve, an Optionee shall not be deemed
during the period of any such absence alone, to have terminated his
service except as the Committee may otherwise expressly provide.
(vi) If the Optionee ceases to be a Consultant for any reason other than
death, retirement, resignation, cause, or disability, within three (3)
months after such termination.
c. Extent of Exercise. An unexercised Option shall be exercisable only to
the extent that such Option was exercisable on the date the Optionee's
employment or service terminated. In no case may an unexercised option be
exercised to any extent by anyone after expiration of its term.
V. MISCELLANEOUS
a. Securities Law Matters. Unless there is in effect a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance of the Option Shares (and, if required, there is
available for delivery a prospectus meeting the requirements of Section
10(a)(3) of the Securities Act), you will, upon the exercise of the Option (i)
represent and warrant in writing to the Corporate Secretary of the Company that
the Option Shares then being purchased by you pursuant to the Option are being
acquired for reinvestment only and not with a view to the resale or
distribution thereof, (ii) acknowledge and confirm that the Option Shares
purchased may not be sold unless registered for sale under the Securities Act
or pursuant to an exemption from such registration and (iii) agree that the
certificates evidencing such Option Shares shall bear a legend to the effect of
the foregoing. The Company may require the delivery of additional documents,
including, without limitation, an opinion of counsel prior to the exercise or
sale of shares upon exercise of the Option.
b. Withholding Taxes. As a condition to receiving or exercising an Option
under the 1994 Omnibus Plan, the Optionee shall pay to the Corporation or
Subsidiary the amount of all applicable Federal, state, local and foreign taxes
required by law to be paid or withheld relating to receipt or exercise of the
Option.
c. Plan Prevails. This Option Agreement is subject to all the terms,
conditions, limitations and restrictions contained in the 1994 Omnibus Plan.
In the event of any conflict or inconsistency between the terms hereof and the
terms of the 1994 Omnibus Plan, the terms of the 1994 Omnibus Plan shall be
controlling.
3
4
d. No Effect on Employment. This Option Agreement is not a contract of
employment and the terms of your employment shall not be affected hereby or by
any agreement referred to herein except to the extent specifically so provided
herein or therein. Nothing herein shall be construed to impose any obligation
on the Company or on any parent corporation or subsidiary corporation of the
Company to continue your employment, and it shall not impose any obligation on
your part to remain in the employ of the Company or any parent corporation or
subsidiary corporation of the Company.
e. No Third-Party Beneficiaries. This Option Agreement shall not confer
any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns.
f. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall be deemed in original but all of which
together will constitute one and the same instrument.
g. Headings. The descriptive headings of this Option Agreement are
intended for reference only and shall not affect the construction or
interpretation of this Option Agreement.
h. Florida Law, Jurisdiction, Venue and Service of Process. This Option
Agreement shall be governed by, interpreted, and enforced in accordance with
Florida law without giving effect to the principles of conflicts of laws
thereof. The parties agree that the courts of the State of Florida and the
federal courts of the United States located in the State of Florida shall have
sole and exclusive jurisdiction over any dispute, claim or controversy which
may arise involving this Option Agreement or its subject matter. The parties
irrevocably submit and consent to such jurisdiction and venue and waive any
right they may have to seek any change of jurisdiction or venue.
i. WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS OPTION AGREEMENT OR OUT OF THE RELATIONSHIP
ESTABLISHED BY THIS OPTION AGREEMENT WOULD INVOLVE COMPLICATED AND DIFFICULT
FACTUAL AND LEGAL ISSUED AND THAT, THEREFORE, ANY ACTION BROUGHT BY EITHER
PARTY AGAINST THE OTHER, WHETHER ALONE OR IN COMBINATION WITH OTHERS, WHETHER
ARISING OUR OF THIS OPTION AGREEMENT OR OTHERWISE, SHALL BE DETERMINED BY A
JUDGE SITTING WITHOUT A JURY.
j. Amendments and Waivers. No amendment of any provisions of this Option
Agreement shall be valid unless the same shall be in writing and signed by the
Company and the Optionee. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
4
5
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
k. Severability. Any term or provision of this Option Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
VI. ENTIRE AGREEMENT
This Option Agreement (together with the 1994 Omnibus Plan) constitutes
the entire agreement among the parties and supersedes any prior understandings,
agreements, or representations by or among the parties, written or oral, to the
extent they related in any way to the subject matter hereof. However, this
Option Agreement is not intended to affect any other option agreement, if any,
that may have been entered into by you and the Company (i.e., that is not the
subject matter of this Option Agreement.
VECTOR AEROMOTIVE CORPORATION
By:
--------------------------
--------------------------
President
5
