Exhibit 4.5
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement",) is entered into
effective as of the 31st day of May, 1995, by and between CROWN ENERGY
CORPORATION, a Utah corporation located in Salt Lake City, Utah (the
"Corporation") and Xxx Xxxxxx ("Xxxxxx").
R E C I T A L S:
WHEREAS, Xxxxxx is an employee of the Corporation;
WHEREAS, the Corporation desires to provide incentives to Xxxxxx to
continue pursing the Company's objectives and to compensate him for hardships to
be incurred due to the salary deferral;
WHEREAS, the Board of Directors desires to motivate Xxxxxx, as an
employee of the Corporation, to achieve the growth objectives of the Corporation
and to align Xxxxxx'x personal interest directly with those of the shareholders.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. The Corporation hereby grants to Xxxxxx a non-transferable
option to purchase 148,148 shares ("Option Shares") of the Corporation's common
stock, $0.02 par value, (the "Stock") at the purchase price per share of
$0.5625. If the Corporation files for a registration statement relating to a
public offering of its securities under the Securities Act of 1933 as amended
such registration shall include the Option Shares.
2. Term of Option. Subject to the provisions of paragraphs 3, 4 and 5 hereof,
this agreement may be exercised by Xxxxxx, in whole or in part, from time to
time after the Company completes financing for its Asphalt Ridge Project and
prior to the 31st day of May, 2000.
3. Manner of Exercise. Each of the Option Shares may be exercised by Xxxxxx by
giving written notice and tendering full payment in cash or certified funds to
the Corporation. Such notice shall specify the number of Option Shares which
Xxxxxx elects to purchase pursuant this agreement . Following receipt of notice
of exercise and payment , the Corporation shall, as soon as reasonably
practicable, and subject to the terms of this Agreement, deliver to Xxxxxx
certificates for the Option Shares purchased, registered in his name.
4. Option Non-Transferable. This Agreement and the Option Shares (prior to
exercise) shall not be transferable other than by will or the laws of descent
and distribution.
5. Termination of Relationship. In the event Xxxxxx'x employment with the
Corporation is terminated for cause or by Xxxxxx, all Option Shares which became
exercisable or eligible for exercise on or before the date of termination, shall
be retained by Xxxxxx until they are exercised or expire.
6. Acknowledgments of Xxxxxx.
Xxxxxx hereby acknowledges to the Corporation that:
(a) This Agreement is a non-statutory option not eligible for the
federal income tax treatment afforded options under Sections 421 and 422 of the
Internal Revenue Code of 1986, as amended.
(b) Any election under Section 83(b) of the Internal Revenue Code of
1986 relating to the preferential federal income tax treatment of a purchase of
the Option Shares shall be the sole responsibility of Xxxxxx, notwithstanding
any requests by Xxxxxx or his representative, on behalf of the Corporation or
its representatives, to make such filing on Xxxxxx'x behalf.
(c) Xxxxxx acknowledges that he has not relied, and will not rely, upon
any advice or representations by the Corporation or its employees or
representatives with respect to the tax treatment of the Option Shares.
7. Representations and Warranties of the Corporation.
The Corporation hereby represents and warrants to Xxxxxx that:
(a) It has all necessary power to enter into this Agreement,
(b) This Agreement has been duly authorized by appropriate
actions of the Board of Directors of the Corporation.
(c) When issued and paid for in accordance with the terms
hereof, the Stock shall be fully paid and non-assessable.
8. Adjustment of Shares of Stock.
The Options shall be adjusted according to the following:
(a) If the outstanding shares of the common stock of the
Corporation are changed into or become exchangeable for a larger or smaller
number, different kind or type of shares of stock or other securities of the
Corporation or any other corporation or entity, whether by a reorganization,
recapitalization, stock split, combination of shares, merger or consolidation,
whether or not the Corporation is the surviving corporation, there shall be
substituted for each of the Option Shares not yet purchased pursuant to this
agreement , the number and kind of shares of stock or other securities into
which each outstanding share of common stock of the Corporation shall be so
changed or for what each such share shall be exchanged.
(b) If a dividend shall be declared upon the common stock of
the Corporation payable in shares of common stock of the Corporation, the Option
Shares not yet purchased pursuant to this Agreement shall be adjusted by adding
to each such share the number of shares which would be distributable thereon if
such share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend.
Notwithstanding any other provisions contained in this paragraph 8, no
adjustment or substitution shall require the Corporation to sell a fractional
share of stock to Xxxxxx. The Corporation hereby agrees to give prior written
notice of any adjustment or substitution pursuant to this paragraph 8 to Xxxxxx.
Further notwithstanding any provision contained in this Agreement to the
contrary, this Agreement shall not affect in any manner or way the right or
power of the Corporation to make adjustments, reclassification, reorganizations
or changes of its capital or business structure, or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or assets.
9. Notices. All notices or other communications of any kind which
either party to this Agreement may be required or may desire to serve on the
other party shall be in writing and may be delivered in person or by registered
or certified mail, with postage thereon fully prepaid, addressed to such party.
Any such notice or other communication made by mail shall be deemed delivered at
the expiration of the third business day after the date of mailing. Either party
may, from time to time, by notice in writing served upon the other, designate an
address for notices.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the above-referenced date.
CROWN ENERGY CORPORATION
Xxxxxxx X. Xxxxxx, Vice President Xxx Xxxxxx
PURCHASE FORM
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The undersigned hereby elects to exercise the Warrant
represented by the attached Warrant Certificate to the
extent of purchasing
______________________________ (__________) shares of the Common Stock
of Crown Energy Corporation, a Utah corporation (the "Company"), and
herewith presents to the Company cash or a check in the amount of
-------------------------------------------------------- ($----------)
in payment of the Exercise Price thereof.
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Name of Holder (please print)
By:_________________________________________
Signature of Authorized Representative
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Name of Authorized Representative
(please print)
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Date
LEP/263022.02
