Exhibit 4.3.26
No. Shares: ________ Date of Grant: __________
Class "AL " Warrant
WARRANT AGREEMENT
A warrant (the "Warrant") to purchase an aggregate of _______ shares
(collectively, "Warrant Shares") of Probex Corp. (the "Company"), is hereby
granted to _______________ (the "Holder") at the Exercise Price determined in
this Warrant and, although not granted with respect to shares thereunder, is
nonetheless in all respects subject to the terms, definitions and provisions, of
the Company's 1999 Omnibus Stock and Incentive Plan, as amended (the "Plan"),
which is incorporated herein by reference, except to the extent otherwise
expressly provided in this Warrant; provided, further, that for purposes of
applying the terms of the Plan to this Warrant, all references in the Plan to
"Option(s)" shall be deemed to be a reference to "Warrant(s)", and, solely for
this purpose, this Warrant shall be considered a Nonqualified Option within the
meaning of the Plan.
1. Exercise Price. The Exercise Price is $____ for each Warrant Share.
(a) Vesting of Warrant Shares. The Warrant Shares shall vest ("Vest"
and derivations) and become "Vested Warrant Shares" immediately upon the Date of
Grant.
2. Exercisability of Warrant.
(a) Date on Which Warrant Becomes Exercisable. This Warrant shall be
exercisable, in whole or in part, from the Date of Grant to the termination of
this Warrant.
(b) Method of Exercise. Without limitation, this Warrant shall be
exercised by a written notice delivered to the Company which shall:
(i) state the election to exercise the Warrant and the number
of Vested Warrant Shares in respect of which it is being exercised; and
(ii) be signed by the person or persons entitled to act on
behalf of the Holder.
(c) Payment and Withholding. The Exercise Price of any Vested Warrant
Shares purchased shall be paid by the Holder to the Company in cash or in shares
of Common Stock of the Company which have been owned by the Holder for at least
six (6) months (valued at their Fair Market Value on the date delivered to the
Company), or by a combination of those methods.
(d) Issuance of Shares. No person shall be, or have any of the rights
or privileges of, a holder of the Shares subject to this Warrant unless and
until certificates representing such Shares shall have been issued and delivered
to such person, such issuance, without limitation, being subject to the terms of
the Plan.
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(e) Surrender of Warrant. Upon exercise of this Warrant in part, if
requested by the Company, the Holder shall deliver this Warrant and other
written agreements executed by the Company and the Holder with respect to this
Warrant to the Company who shall endorse or cause to be endorsed thereon a
notation of such exercise and return all agreements to the Holder.
3. Term of Warrant. Without limitation, unless terminated earlier in accordance
with the provisions of the Plan, the unexercised portion of this Warrant shall
automatically terminate on the earlier of (i) the three (3) month anniversary of
the first date on which the Holder does not have a person of its designation
serving on the Board of Directors of the Company, or (ii) the 10th anniversary
of the Date of Grant.
4. Administration. Without limitation, this Warrant shall be administered
by the Company provided for and described in Section 18 of the Plan.
5. Law Governing. WITHOUT LIMITATION, THIS WARRANT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS.
Dated as of this ________ day of _____,______.
PROBEX CORP.
By:
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Name:
Title:
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Acknowledgment
The undersigned, authorized to act for the Holder, hereby acknowledges
(i) receipt of this Warrant, (ii) the opportunity to review the Plan, (iii) the
opportunity to discuss this Warrant with a representative of the Company, and
the Holder's advisors, to the extent Holder deemed necessary or appropriate,
(iv) Holder's understanding of the terms and provisions of the Warrant and the
Plan, and (v) Holder's agreement to be bound by all of the terms and provisions
of this Warrant and the Plan.
Without limitation, Holder hereby acknowledges and expressly agrees to the
effectiveness of all of the terms and provisions of the Plan and this Warrant,
and without limitation, agrees to accept as binding, conclusive and final all
decisions or interpretations (including, without limitation, all interpretations
of the meaning of provisions of the Plan, or Warrant, or both) of the
Administrator upon any questions arising under the Plan, or this Warrant, or
both.
Dated as of this ________ day of ______________, 2001.
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By:
Name:
Title:
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