Exhibit 10.15
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, entered into this day of August, 1997, by and
between IDM Environmental Corp. ("IDM"), a New Jersey corporation, and X.X.
Xxxxxxxx & Co., Inc. ("Optionee").
WITNESSETH:
WHEREAS, Optionee has rendered and will continue to render valuable
services (the "Services") to IDM in connection with the operation of IDM's
business; and WHEREAS, in order to compensate Optionee for the Services, and as
inducement for continuing to provide the Services, IDM and Optionee desire to
evidence IDM's agreement to grant certain options to Optionee as described
herein. NOW THEREFORE, for and in consideration of the foregoing and for the
mutual covenants and consideration described herein, the parties hereto agree as
follows:
1. Services. Optionee has assisted, and shall assist, IDM by performing
consulting services including: (i) analyze and assess alternatives for IDM, as
presented by IDM, for raising capital, including public or private offerings of
IDM's securities; and (ii) provide introductions to professional analysts and
money managers.
2. Option. As consideration for Optionee rendering the Services to IDM, IDM
hereby grants to Optionee an option (the "Option"), exercisable immediately and
for the duration of this Agreement, to acquire up to 100,000 shares of the
common stock of IDM (the "Option Shares", the Option and the Option Shares are
referred to collectively as the "Registrable Securities") at $3.50 per share.
3. Term. The term of this Agreement shall commence on the date first stated
above and shall expire on the fifth anniversary of such date.
4. Piggyback Registration Rights. IDM covenants and agrees with Optionee
that commencing six (6) months after the date hereof and at any time thereafter
during the term of the Option, it proposes to file a registration statement with
respect to any class of equity or equity-related security (other than in
connection with an offering to the Company's employees or in connection with an
acquisition, merger or similar transaction) under the Securities Act of 1933, as
amended, in a primary registration on behalf of IDM and/or in a secondary
registration on behalf of holders of such securities and the registration form
to be used may be used for registration of the Registrable Securities, IDM will
give prompt written notice (which in the case of a registration statement
pursuant to the exercise of demand registration rights shall be within ten (10)
business days after IDM's receipt of notice of such exercise and, in any event,
after IDM's receipt of notice of such exercise and, in any event, shall be at
least thirty (30) days prior to such filing) to the holders of Registrable
Securities at the addresses appearing on the records of IDM of its intention to
file a registration statement and will offer to include in such registration
statement such number of Registrable Securities with respect to which IDM has
received written requests for inclusion therein within ten (10) days after the
giving of notice by IDM, subject to the right of IDM to exclude from the
registration statement some or all of the Registrable Securities if, and only
if, IDM has been advised in writing by any underwriter named in any such
registration statement that the distribution of the Registrable Securities
requested to be included in the registration statement would materially
adversely affect the distribution of securities by IDM contemplated by such
registration statement. All registrations requested pursuant to this Section 4
will be made solely at IDM's expense, other than discounts or commissions
relating to the sale of the Registrable Securities and fees, if any, of counsel
for the holder of the Registrable Securities. This Section is not applicable to
a registration statement filed by IDM on Forms S-4 or S-8 or any successor
forms. IDM's obligations under this Section 4 shall be conditioned upon a timely
receipt by IDM in writing of: (i) information as to the terms of such public
offering furnished by or on behalf of each holder of Registrable Securities
intending to make a public offering of his, her or its Registrable Securities,
and (ii) such other information as IDM may reasonably require from such holders,
or any underwriter for any of them, for inclusion in such registration
statement.
5. Representations of Optionee. Optionee represents to IDM that Optionee is
authorized to enter into this Agreement and to carry out the terms set out
herein and that execution of this Agreement and carrying out of the terms hereof
will not breach any contracts or other obligations to which Optionee is a party
or violate any laws, regulations or rules applicable to Optionee.
6. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
7. Assignment and Amendment. The rights and obligations hereunder may not
be assigned and this Agreement may not be amended without the prior written
consent of all parties hereto.
8. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed first class, registered, with
postage prepaid as follows: If to IDM, addressed to: IDM Environmental Corp. 000
Xxxxxxxxx Xxxxxx Xxxxx Xxxxx, Xxx Xxxxxx 00000 Attn: President
If to Optionee, addressed to: X.X. Xxxxxxxx & Co., Inc.
00 Xxxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx Xxxx, Xxx Xxxxxx 00000-0000
Attn: President
9. Costs and Expenses. Each party hereto shall be responsible for its own
costs and expenses incurred in connection with the execution and performance of
this Agreement.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
11. Disputes. Any disputes arising among the parties with respect to this
Agreement shall be settled by arbitration in accordance with the rules then in
effect of the American Arbitration Association in Newark, New Jersey. The
prevailing party in any such disputes shall be entitled to recover all of its
reasonable costs and attorneys fees incurred as a result of such dispute.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and the year first written above.
IDM ENVIRONMENTAL CORP.
By:
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Title:
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X.X. XXXXXXXX & CO., INC.
By:
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Title:
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mhmeyers.soa
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