EXHIBIT 10.322
POLLUTION RESEARCH AND CONTROL CORP.
a California Corporation
STOCK OPTION AGREEMENT
UNDER THE DASIBI ENVIRONMENTAL CORP.
EMPLOYEES' STOCK OPTION PLAN
1. Grant of Option. POLLUTION RESEARCH AND CONTROL CORP., a California
corporation (the "Company"), wishing to provide Xxxxxx X. Xxxxxxxx ("Grantee")
an opportunity to purchase shares of the Company's Common Stock ("Common
Stock"), no par value, hereby grants to Grantee and Grantee hereby accepts as of
the 29th day of June, 2000, an option to purchase 174,160 shares of Common Stock
("Option Shares") at a price of $2.00 per share, on the terms and conditions
stated herein.
2. Option Dates, Term of Option.
2.1 Exerciseability. This Option may be immediately exercised and at
any time before the expiration of the term of this option
2.2 Term of Option. This Option shall terminate on June 29, 2010
unless earlier terminated as provided in this Section 2.
2.3 Term for Ten Percent Shareholders. If on the date hereof, Grantee
owns shares of the Company's outstanding capital stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company or of
its parent corporations or its subsidiary corporations ("affiliates"), this
Option shall terminate on June 29, 2005.
2.4 Termination of Employment. If Grantee's employment by the Company
or any of its affiliates is terminated for any reason other than death or
permanent disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")), this Option shall immediately
become void and of no further force or effect; provided, however, that if such
cessation of employment shall be due to (i) Grantee's voluntary resignation with
the consent of the Board, expressed in the form of a written resignation, or
(ii) Grantee's retirement under the provisions of any Pension or Retirement Plan
of the Company, this Option shall terminate three (3) months after the date
Grantee ceases to be an employee of the Company or such affiliate. A leave of
absence approved in writing by the Board, including but not limited to, military
service leave or other temporary employment with the United States Government
and sick leave, shall not be deemed a termination of employment for the purposes
of this paragraph, but this Option may not be exercised after the first three
(3) months of such leave.
2.5 Death or Permanent Disability. If Grantee shall die or become
permanently disabled while employed by the Company or one of its affiliates,
this Option shall expire one (1) year after the date of such death or permanent
disability. During such period after death, Grantee's legal representative or
representatives, or the person or persons entitled to do so under Grantee's last
will and testament or under applicable interstate laws, shall have the right to
exercise this Option as to only the number of shares to which Grantee was
entitled to purchase on the date of his/her death.
2.6 Terminating Transactions. Upon the dissolution or liquidation of
the Company, this Option shall terminate.
2.7 Assumption by Successor. Upon the reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the Company is not the surviving corporation, the Board shall cause the
surviving corporation to assume this Option by converting this Option into an
option to purchase the stock of such successor or a parent or subsidiary
thereof, pursuant to the terms hereof.
3. Non-Transferability of Option. Except by will or the laws descent and
distribution, this Option shall not be transferred, or assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law or
otherwise. During Grantee's lifetime this Option is exercisable only by Grantee,
regardless of any community property interest therein of the spouse of Grantee,
or such spouse's permitted successor-in-interest. If the spouse of Grantee shall
have acquired a community property interest in this Option, Grantee or Grantee's
permitted successor-in-interest, may exercise this Option on behalf of the
spouse of Grantee or such spouse's permitted successor-in-interest.
4. Adjustments. If the outstanding shares of the Common Stock are
increased, decreased, changed into or exchanged for a different number or king
of shares or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
in the maximum number and kind of shares subject to the unexercised portion of
this Option. Any such adjustment in the unexercised portion of this Option shall
be made without change in the aggregate purchase price applicable to the
unexercised portion of the Option but with a corresponding adjustment and price
for each share or other unit of any security covered by this Option. Adjustments
shall be made by the Board, whose determination as to what adjustments shall be
made and the extent thereof shall be final, binding and conclusive. No
fractional shares of stock shall be issued under this Option on any such
adjustment.
5. Mechanics. This Option may be exercised by Grantee or any other person
then entitled to exercise it by giving ten (10) days written notice of exercise
to the Company specifying the number of Option Shares to be purchased and the
total purchase price, accompanied by payment of such purchase price, in cash, by
certified or cashier's check payable to the Company, or the tender of a
promissory note for the purchase price, secured by a pledge of the Option
Shares.
6. Withholding Taxes. The Company shall have the right to require Grantee
or such other holder of the Option or the Option Shares to pay to the Company
any and all sums equal to any taxes which the Company may be required to
withhold by reason of the Option, the Option Shares or the disposition of the
Option or the Option Shares.
7. Rights Before Issuance and Delivery. Neither Grantee nor any holder of
the Option shall be entitled to the privileges of stock ownership with respect
to the Option Shares unless and until such shares have been issued to such
person as fully paid shares.
8. Sale or Disposition of Option Shares.
8.1 General. By accepting this Option, Grantee represents and agrees
for himself and his transferees by will or the laws of descent and distribution
that, unless a registration statement under the Securities Act of 1933, as
amended (the "Act") is in effect as to the Option Shares purchased upon any
exercise of this Option, any and all Option Shares so purchased shall be
acquired for his personal account and not for sale or for distribution, and each
notice of the exercise of any portion of this Option shall be accompanied by a
representation and warranty in writing, signed by the person entitled to
exercise the same, that the Option Shares are being so acquired in good faith
for his personal account and not for sale or distribution. In the event the
Company's legal counsel shall advise it that registration under the Act of the
Option Shares as to which this Option is at the time being exercised is required
prior to delivery thereof, the Company shall not be required to issue or deliver
such Shares unless and until such legal counsel shall advise that such
registration has been completed or that it is not required.
8.2 Legend. Until such time as the Option Shares are registered under
the Act, all stock certificates representing Option Shares, if the Option is
exercised, shall bear a legend in substantially the form that follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE REGISTERED OR SOLD IN
THE ABSENCE OF REGISTRATION OR AN APPLICABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE ACT."
Such certificates shall also bear the following legend:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED BY THE COMMISSIONER'S RULES."
8.3 Certain Securities Law Restrictions. This Option, as well as the
Option Shares, are subject to the restrictions upon transfer set forth in
Section 260.141 11, Title 10, California Administrative Code, a copy of which is
attached hereto as exhibit "A".
8.4 Tax Treatment. In order to preserve the favored tax treatment
afforded stock options, Grantee should not dispose of any Option Shares within
two years of the date hereof or within one year after the purchase of such
shares.
9. Employment Obligation.
9.1 General. In consideration for the granting of this Option, Grantee
agrees that during the period of his employment by the Company or its
affiliates, he shall faithfully and to the best of his ability devote his time,
energy and skills during all normal working hours to the service of the Company
or its subsidiaries in the promotion of their interests.
9.2 No Guarantee of Employment. Nothing in this Agreement shall be
construed to confer upon Grantee any right to continued employment with the
Company or its affiliates or to restrict in any way the right of the Company or
its affiliates to terminate his employment or modify the terms and conditions
thereof at any time.
10. Employees' Stock Option Plan. This Option is subject to, and the
Company and Grantee agree to be bound by all of the terms and conditions of the
Company's Employees' Stock Option Plan ("Plan"), as the same may be amended from
time to time in accordance with the terms thereof. A copy of the Plan in its
present form is attached hereto as Exhibit "B".
11. Notices. Any notice to be given to the Company shall be addressed to
the Company at its principal office and any notice to be give to Grantee shall
be addressed to him at the address given beneath the signature hereto or at such
other address as Grantee may hereafter designate in writing to the Company. Any
such notice shall be deemed duly given when personally delivered or deposited in
the United States mail.
12. Applicable Law and Severability. This Option shall, in all respects, be
governed by the laws of the State of California applicable to agreements
executed and to be wholly performed within the State of California. Nothing
contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no legal right to contract, the latter shall
prevail but the provision of this document which is affected shall be curtailed
and limited only to the extent necessary to bring it within the requirements of
the law.
IN WITNESS WHEREOF, the parties have entered into this Option as of the day
and year first written above.
POLLUTION RESEARCH AND CONTROL CORP.,
a California corporation
/s/ Xxxxxx X. Xxxxxxxx By: Xxxxxx X. Xxxxxxxx
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Grantee (Signature)
000 Xxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxxxxxxx, Xx 00000
To Pollution Research and Control Corp.
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
I hereby exercise the Option granted to me by POLLUTION RESEARCH AND
CONTROL CORP., a California corporation ("PRCC"), dated as of June 29, 2000 as
to 174,160 shares of PRCC's no par value Common Stock.
Enclosed are the documents and payment specified in Paragraph 5 of my
Agreement regarding the Option.
Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
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(Print Your Name) Signature
