STOCK OPTION AGREEMENT
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STOCK OPTION AGREEMENT made as of this ___ day of ______, 199_, between
AMRION, INC., a Colorado corporation (the "Corporation"), and ______________
(the "Recipient").
In accordance with its 1994 Non-Employee Director Stock Option Plan (the
"Plan") as adopted by the Board of Directors of the Corporation on December 30,
1994, the Corporation desires, in connection with the services of the Recipient,
to provide the Recipient with an opportunity to acquire $.0011 par value common
stock (the "Common Stock") of the Corporation on favorable terms and thereby
increase the Recipient's proprietary interest in the continued progress and
success of the business of the Corporation.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein set forth and other good and valuable consideration, the Corporation and
the Recipient agree as follows:
Confirmation of Grant of Option.
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Pursuant to the requirements of the Plan (but subject to shareholder approval of
the Plan as required by Securities and Exchange Commission Rule 16b-3), and
effective December 31, 199__ (the "Date of Grant"), the Corporation, subject to
the terms of the Plan and of this Agreement, confirms that the Recipient has
been irrevocably granted on the Date of Grant, as a matter of separate
inducement and agreement, and in addition to and not in lieu of salary or other
compensation for services, a Non-Qualified Stock Option (the "Option") to
purchase an aggregate of 2,000 shares of Common Stock on the terms and
conditions herein set forth, subject to adjustment as provided in Section 8
hereof.
1. Option Price.
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The purchase price of shares of Common Stock covered by the Option will be
$_____ per share (the "Option Price") subject to adjustment as provided in
Section 8 hereof.
2. Exercise of Option.
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Except as otherwise provided in Section 6 of the Plan, the Option may be
exercised in whole or part at any time during the term of the Option, provided,
however, no Option shall be exercisable after the expiration of the term
thereof, and no Option shall be exercisable unless the holder shall at the time
of exercise have been an employee or director of the Corporation for a period of
at least three months.
The Option may be exercised, as provided in this Paragraph 3, by notice and
payment to the Corporation as provided in Paragraph 10 hereof and Section 6(c)
of the Plan.
3. Term of Option.
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The term of the Option will be through December 31, 199__, subject to earlier
termination or cancellation as provided in this Agreement. Except as otherwise
provided in Paragraph 7 hereof, the Option will not be exercisable unless the
Recipient shall, at the time of exercise, be an employee or director of the
Corporation.
The holder of the Option will not have any rights to dividends or any other
rights of a shareholder with respect to any shares of Common Stock subject to
the Option until such shares shall have been issued (as evidenced by the
appropriate transfer agent of the Corporation) upon purchase of such shares
through exercise of the Option.
4. Transferability Restriction.
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The Option may not be assigned, transferred or otherwise disposed of, or pledged
or hypothecated in any way (whether by operation of law or otherwise) except in
strict compliance with Section ___ of the Plan. Any assignment, transfer,
pledge, hypothecation or other disposition of the Option or any attempt to make
any such levy of execution, attachment or other process will cause the Option to
terminate immediately upon the happening of any such event, provided, however,
that any such termination of the Option under the foregoing provisions of this
Paragraph 5 will not prejudice any rights or remedies which the Corporation may
have under this Agreement or otherwise.
5. Exercise Upon Termination.
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The Recipient's rights to exercise this Option upon termination of employment or
cessation as a director shall be as set forth in Section 6(d) of the Plan.
6. Death, Disability or Retirement of Recipient.
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The Recipient's rights to exercise this Option upon the death, disability or
retirement of the Recipient shall be as set forth in Section 6(e) of the Plan.
7 . Adjustments.
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The Option shall be subject to adjustment upon the occurrence of certain events
as set forth in Section 6(g) of the Plan.
8. No Registration Obligation.
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The Recipient understands that the Option is not registered under the Securities
Act of 1933, as amended (the "Securities Act") and the Corporation has no
obligation to register under the Securities Act the Option or any of the shares
of Common Stock subject to and issuable upon the exercise of the Option. The
Recipient represents that the Option is being acquired by him and that such
shares of Common Stock will be acquired by him for investment and all
certificates for the shares issued upon exercise of the Option will bear the
following legend unless such shares are registered under the Securities Act
prior to their issuance:
The shares represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Securities Act"), and are
"restricted securities" as that term is defined in Rule 144 under the
Securities Act. The shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from
registration under the Securities Act, the availability of which is to
be established to the satisfaction of the Company.
The Recipient further understands and agrees that the Option may be
exercised only if at the time of such exercise the Recipient and the Corporation
are able to establish the existence of an exemption from registration under the
Securities Act and applicable state laws.
9. Notices.
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Each notice relating to this Agreement will be in writing and delivered in
person or by certified mail to the proper address. Notices to the Corporation
shall be addressed to the Corporation c/o Xxxxxxx X. Xxxxxxxx, Secretary, at
0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Notices to the Recipient or
other person or persons then entitled to exercise the Option shall be addressed
to the Recipient or such other person or persons at the Recipient's address
below specified. Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect given pursuant to this
Paragraph 10.
10. Agreement by Recipient Regarding Taxes.
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(a) The Recipient agrees that upon exercise of an Option, in addition to
the payment of the Exercise Price as provided in Section 6(c) of the Plan, the
Recipient shall pay in cash to the Corporation, an amount sufficient to allow
the Corporation to pay federal, state and local taxes of any kind required by
law to be withheld upon the exercise of such Option from any payment of any kind
otherwise due to the Recipient.
(b) The Recipient acknowledges the possible availability of an election
under Section 83(b) of the Code and agrees to give the Corporation prompt
written notice of any election made by such person under Section 83(b) of the
Code, or any similar provision thereof.
11. Section 16 Compliance.
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The Recipient acknowledges that it is solely responsible for filing all reports
that may be required under Section 16 of the Securities Exchange Act of 1934,
and that the filing of such reports is not the responsibility of the Corporation
or the Committee, or any person thereof.
12. Approval of Counsel.
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The exercise of the Option and the issuance and delivery of shares of Common
Stock pursuant thereto shall be subject to approval by the Corporation's counsel
of all legal matters in connection therewith, including compliance with the
requirements of the Securities Act, the Securities Exchange Act of 1934, as
amended, applicable state securities laws, the rules and regulations thereunder,
and the requirements of any national securities exchange upon which the Common
Stock then may be listed.
13. Benefits of Agreement.
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This Agreement will inure to the benefit of and be binding upon each successor
and assign of the Corporation. All obligations imposed upon the Recipient and
all rights granted to the Corporation under this Agreement will be binding upon
the Recipient's heirs, legal representatives and successors.
14. Governmental and Other Regulations.
-----------------------------------
The exercise of the Option and the Corporation's obligation to sell and deliver
shares upon the exercise of rights to purchase shares is subject to all
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency which may, in the opinion of counsel
for the Corporation, be required.
15. Incorporation of the Plan.
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The Plan is attached hereto and incorporated herein by reference. In the event
that any provision in this Agreement conflicts with a provision in the Plan, the
Plan shall govern. All capitalized terms not otherwise defined herein shall be
as defined in the Plan.
16. Termination of Option Without Shareholder Approval.
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This Option shall not be effective, and shall terminate, unless the Plan has
been approved by the shareholders of the Corporation on or before June 30, 1994.
If the shareholders of the Corporation do not approve the Plan on or before such
date, this Agreement shall terminate and be of no further force or effect, and
the Option shall be deemed never to have been issued.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its President or a Vice President and the Recipient has
executed this Agreement all as of the date first above written.
AMRION, INC.
By___________________________
Xxxx X. Xxxxxxx, President
The undersigned Recipient understands the terms of this Option
Agreement and the attached Plan and hereby agrees to comply therewith.
Date ______________, 199__ ________________________________
Recipient: _____________________
Tax ID Number:__________________
Address: ______________________
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