VISTA TECHNOLOGIES INC.
STOCK OPTION AGREEMENT
UNDER 1994 STOCK OPTION PLAN
______________________________________
Date of Grant: November 16, 1996
VISTA TECHNOLOGIES INC., a Nevada corporation (the "Company"), hereby
grants to XXXXX X. XXXXX (the "Optionee"), pursuant to the 1994 Stock Option
Plan of the Company (the "Plan"), a copy of which is appended hereto and made
a part hereof as Schedule I, an option to purchase a total of FIVE HUNDRED
THOUSAND (500,000) shares of Common Stock of the Company at a price of TWO
DOLLARS SEVENTY-FIVE CENTS ($2.75) per share (subject to adjustment as
provided in Section 6(i) of the Plan), on the terms and conditions set forth
in the Plan and hereinafter. This option shall not be exercisable later than
on NOVEMBER 16, 2001 (hereinafter referred to as the "Expiration Date"),
except that the Expiration Date may be accelerated in certain events as
provided in paragraph 6(f) of the Plan in the event of the death or disability
of the Optionee and as provided in paragraph 6(e) of the Plan in the event of
the Optionee's termination of employment by the Company.
1. VESTING. Subject to the terms and conditions of this Agreement
and the Plan, the shares subject this option shall be exercisable as follows:
(A) THE FIRST FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER FEBRUARY 16, 1997; AND
(B) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER MAY 16, 1997; AND
(C) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SEVEN (41,667) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER AUGUST 16, 1997; AND
(D) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER NOVEMBER 16, 1997; AND
(E) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER FEBRUARY 16, 1998; AND
(F) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SEVEN (41,667) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER MAY 16, 1998; AND
(G) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER AUGUST 16, 1998; AND
(H) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER NOVEMBER 16, 1998; AND
(I) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SEVEN (41,667) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER FEBRUARY 16, 1999; AND
(J) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER MAY 16, 1999; AND
(K) THE NEXT FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SIX (41,666) SHARES
COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE OR IN
PART, FROM AND AFTER AUGUST 16, 1999; AND
(L) THE REMAINING FORTY-ONE THOUSAND SIX HUNDRED SIXTY-SEVEN (41,667)
SHARES COVERED BY THIS OPTION MAY BE EXERCISED AT ANY TIME, IN WHOLE
OR IN PART, FROM AND AFTER NOVEMBER 22, 1999;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THIS OPTION BE EXERCISABLE LATER
THAN THE EXPIRATION DATE.
2. TERMINATION. This option and all rights hereunder to the extent
such rights shall not have been exercised shall terminate and become null and
void if the Optionee ceases to be an employee of the Company or any Subsidiary
(whether by resignation, retirement, dismissal, death or otherwise), except
that: (a) in the event of the death or disability of the Optionee while an
employee of the Company or any Subsidiary, this option only to the extent
exercisable at the date of death or disability may be exercised within the
applicable period of time by any persons indicated in Section 6(f) of the
Plan; (b) in the event of the termination of employment of the Optionee while
an employee of the Company or any Subsidiary, this option only to the extent
exercisable at the date of such termination may be exercised prior to the
expiration of ninety (90) from the date of such termination, and shall
terminate in all other respects; provided, however, that in no event may this
option be exercised after the Expiration Date. Notwithstanding the foregoing,
this option may in no event be exercised by any one to any extent in the event
of a voluntary dissolution, liquidation or winding up of the affairs of the
Company or in the event of merger into, consolidation with, or sale or
transfer of all or substantially all of the assets of the Company, except
under the circumstances and pursuant to the terms and conditions of Section
6(h) of the Plan.
NOTWITHSTANDING THE FOREGOING, and pursuant to Section 6 of the Optionee's
Employment Agreement with the Company dated November 1, 1996, in the event a
Termination Without Cause or Constructive Discharge as defined in Sections
6(c) and 6(d) of said Employment Agreement shall occur, this option to the
extent exercisable upon the expiration of a twelve month period following such
event of Termination Without Cause or Constructive Discharge (i.e., as if the
Optionee had remained employed for such twelve month period) may be exercised
in whole or in part, at any time or from time to time, by the Optionee within
such twelve month period in accordance with the terms and conditions of the
Optionee's Employment Agreement and subject to the provision that the Optionee
shall comply with obligations to render consulting services for such twelve
month period as provided by Section 6(f) of the Employment Agreement.
3. EXERCISE. This option is exercisable with respect to all, or from
time to time with respect to any portion, of the shares then subject to such
exercise, by delivering written notice of such exercise, in the form
prescribed by the Stock Option Committee, to the principal office of the
Secretary of the Company. Each such notice shall be accompanied by payment in
full of the purchase price of such shares.
4. NON-TRANSFERABLE. This option shall during the lifetime of the
Optionee shall be exercisable only by the Optionee, and neither it nor any
right thereunder shall be transferable except by will or laws of descent and
distribution or by a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or be subject to attachment,
execution or other similar process. In the event of any attempt by the
Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of the
option or any right thereunder, except as provided for herein, or in the event
of the levy
-2-
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the option by notice to the
Optionee and the option shall thereupon become null and void.
5. MISCELLANEOUS.
(a) Neither the granting of this option nor the exercise thereof
shall be construed as conferring upon the Optionee any right to continue as an
employee of, or consultant to, the Company or any Subsidiary, or as
interfering with or restricting in any way the right of the Company or any
Subsidiary to terminate such employment at any time.
(b) Neither the Optionee, nor any person entitled to exercise
its rights in the event of the death of the Optionee, shall have any of the
rights of a stockholder with respect to the shares subject to the option,
except to the extent that certificates for such shares shall have been issued
upon exercise of the option as provided for herein.
(c) The Company is relieved from any liability for the non-
issuance or non-transfer or any delay in the issuance or transfer of any
shares of Common Stock subject to this option which results from the inability
of the Company to obtain, or in any delay in obtaining, from each regulatory
body having jurisdiction all requisite authority to issue or transfer shares
of Common Stock of the Company in satisfaction of this option if counsel for
the Company deems such authority necessary for the lawful issuance or transfer
of any such shares.
(d) No Common Stock acquired by exercise of this option shall be
sold or otherwise disposed of in violation of any federal or state securities
law or regulation.
(e) This option shall be exercised in accordance with such
administrative regulations as the Stock Option Committee may from time to time
adopt. All decisions of the Stock Option Committee upon any question arising
under the Plan or under this instrument shall be conclusive and binding upon
the Optionee and all other persons.
(f) NOTWITHSTANDING ANYTHING TO THE CONTRARY OTHERWISE CONTAINED
ABOVE, THE EXERCISABILITY OF THIS OPTION SHALL BE SUBJECT TO THE CONDITION
THAT STOCKHOLDERS OF THE COMPANY SHALL HAVE APPROVED AND RATIFIED AN INCREASE
IN THE NUMBER OF SHARES SUBJECT TO THE 1994 STOCK OPTION PLAN PRIOR TO
FEBRUARY 6, 1997 SO THAT THE SHARES SUBJECT TO THIS OPTION SHALL HAVE BEEN
DULY RESERVED FOR THE PLAN.
IN WITNESS WHEREOF, this Stock Option Agreement has been executed on
behalf of the Company as of the day and year first written above by the
undersigned officers, thereunto duly authorized.
VISTA TECHNOLOGIES INC.
[CORPORATE SEAL]
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx,
President
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx, Secretary
-3-
