Exhibit 10.2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made as of the 5th day of March, 1999 by and
between Pacific Trade and Development Corp., a Nevada corporation (hereinafter
called Pacific), and American Technologies Group Inc., a Nevada corporation
(hereinafter called ATG).
R E C I T A L S:
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WHEREAS, on March 14, 1997 ATG and Pacific entered into a Consulting
Agreement (the "Consulting Agreement") pursuant to which Pacific was granted an
option to purchase 200,000 shares of ATG common stock at $2.50 per share;
WHEREAS, Pacific has exercised such option to the extent of 20,000 shares;
WHEREAS, the Consulting Agreement was terminated in February, 1998,
however, subsequent thereto Pacific has performed certain services to ATG and in
consideration thereof ATG has agreed to reduce the exercise price of Pacific's
current stock option as previously authorized by ATG's Board of Directors;
WHEREAS, to reflect the terms of the stock option in a document separate
from the Consulting Agreement ATG and Pacific desire to enter into this Stock
Option Agreement.
1. STOCK OPTION.
1.1 For the consideration provided in the Consulting Agreement and
described in the foregoing recitals, ATG hereby grants to Pacific the right and
option to purchase (the "Option"), on the terms and conditions hereinafter set
forth, an aggregate of 180,000 shares of the common stock (the "Common Stock")
of ATG (the "Option Shares") at an exercise price of $1.50 per share, payable in
cash.
1.2 The Option shall remain so exercisable until February 28, 2001
and thereafter, if not exercised, shall be null and void.
1.3 Pacific and Xxxxxx X. Xxxxxx ("Xxxxxx") hereby warrant and
represent to ATG as follows, each of which representation and warranty is
material and is being relied upon by ATG and each of which is true at and as of
the date hereof and will be true at the time of exercise of the Option:
1.3.1 that Pacific is acquiring the Option, and if Pacific exercises
the Option will acquire the Option Shares, for Pacific's own account and not
with a view to their resale or distribution and that Pacific is prepared to hold
the Option and the Option Shares, if acquired, for an indefinite period and has
no present intention to sell, distribute or grant any participating interests in
the Option or the Option Shares, if acquired. Pacific hereby acknowledges the
fact that the Option Shares will not be registered under the Securities Act of
1933, as amended (the "1933 Act") or any applicable state securities laws.
1.3.2 that Pacific has been informed that the Option and the Option
Shares may not be resold or transferred unless first registered under Federal
and state securities laws or unless an exemption from such registration is
available. Accordingly, Pacific hereby acknowledges that Pacific is prepared to
hold the Option and the Option Shares for an indefinite period of time.
1.3.3 that Pacific has a preexisting business or personal relationship
with ATG, that it is aware of the business affairs and financial condition of
ATG and that Pacific has such knowledge and experience in business and financial
matters with respect to companies in business similar to ATG to enable Pacific
to evaluate the risks of the prospective investment and to make an informed
investment decision with respect thereto. Pacific further acknowledges that ATG
has made available to Pacific the opportunity to ask questions and receive
answers from ATG concerning the terms and conditions of the issuance of the
Option and the Option Shares and that Pacific could be reasonably assumed to
have the capacity to protect its own interests in connection with such
investment.
1.3.4 that Pacific realizes that its purchase of the Option and the
Option Shares is a speculative investment and that Pacific is able, without
impairing its financial condition, to hold the Option and the Option Shares for
an indefinite period of time and to suffer a complete loss of its investment.
1.3.5 that Xxxxxx is the principal shareholder of Pacific and that at
least 50% of the outstanding capital stock of Pacific is owned by Accredited
Investors as defined by the California Corporations Code.
2. NO TRANSFER: Pacific shall not transfer, encumber, alienate or
dispose, by gift or otherwise, all or any part of the Option Shares, except to
officers or directors of Pacific or as may be permitted by law.
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3. RESTRICTIVE LEGEND: In order to reflect the restrictions on
disposition of the Option Shares, the stock certificates for such shares will be
endorsed with the a legend substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933 OR APPLICABLE STATE LAW, AND MAY NOT
BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION THEREUNDER OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
4. REGISTRATION RIGHTS. If at any time Pacific desires to exercise the
Option and resale of the Option Shares is not available under Rule 144 or such
other comparable Rule, Pacific shall so notify ATG in writing and as soon as
practicable ATG shall file a registration statement on Form S-8 or other
applicable form with the Securities and Exchange Commission covering the Option
Shares.
5. ADJUSTMENT IN OPTION SHARES. In the event any change is made to the
Common Stock by reason of any stock split, stock dividend, combination of
shares, or other change affecting the outstanding Common Stock as a class
without receipt of fair consideration, then appropriate adjustments will be made
to (i) the total number of Option Shares subject to the Options and (ii) the
exercise prices payable per share in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder. If ATG is the
surviving entity in any merger or other business combination, then the Options,
if outstanding immediately after such merger or other business combination shall
be appropriately adjusted to apply and pertain to the number and class of
securities to which Pacific immediately prior to such merger of other business
combination would have been entitled to receive in the consummation of such
merger or other business combination.
6. NOTICES. All notices, requests, demands and other communications
called for or contemplated hereunder shall be in writing, and shall be addressed
to the Parties, their successors in interests or their assignees at the
following addresses or such other addresses as the Parties may designate:
If to ATG: 0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
If to Pacific: 0000 Xxxxxxxxxx Xxxxx
Xxxx, Xxxxxx 00000
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Any such notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, registered or certified, and
deposited, postage and registry or certification fees prepaid, in a post office
or branch post office regularly maintained by the United States Postal Service.
Each of the parties hereto may change its address for purposes of this Section 6
by giving written notice of such change in the manner provided for in this
Section 6.
7. ARBITRATION. Any dispute between the parties hereto arising out of or
related to this Agreement shall be submitted for binding arbitration to the
American Arbitration Association ("AAA"), or such other arbitration organization
mutually acceptable, in accordance with its then current rules in Los Angeles
County, California, and the parties hereto shall be bound by the results of such
arbitration as confirmed in accordance with Section 1285 of the California Code
of Civil procedure. The prevailing party shall be entitled to recover its costs
and fees, including reasonable attorneys' fees, from the other party hereto,
including costs and fees on appeal, if any. The trier-of-fact shall determine
the identity of the prevailing party whether or not the arbitration proceeds to
final judgment. Each party hereto consents to the personal jurisdiction of the
AAA and Federal and State courts in Los Angeles County, California.
8. APPLICABLE LAW. This Agreement is executed and intended to be
performed in the State of California and the laws of such state shall govern its
interpretation and effect
9. INTEGRATED AGREEMENT. As to the subject matter of this Agreement, this
Agreement constitutes the entire agreement of the parties and supersedes all
prior agreements between the parties and all such prior agreements shall be
deemed voluntarily terminated by the mutual consent of the parties hereto and
shall be of no further force or effect, including, but not limited to, the Stock
Option Agreement between ATG and Xxxxxx dated October 16, 1995.
10. ASSIGNMENT. This Agreement is not assignable but shall be binding upon
and shall inure to the benefit of the successors of each party hereto, provided
however that the Option may be assigned to an officer or director of Pacific.
11. SEVERABILITY. Any provision in this Agreement which is, by competent
judicial authority, declared illegal, invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability of
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such provision in any other jurisdiction. The parties hereto agree to negotiate
in good faith to replace any illegal, invalid or unenforceable provision of this
Agreement with a legal, valid and enforceable provision that, to the extent
possible, will preserve the economic bargain of this Agreement, or otherwise to
amend this Agreement, including the provision relating to choice of law, to
achieve such result.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
American Technologies Group, Inc., Pacific Trade and
a Nevada corporation Development Corp.,
a Nevada corporation
By:/S/ XXXXXX XXXX By:/S/ XXXXXX XXXXXX
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Xxxxxx Xxxx Xxxxxx X. Xxxxxx
Chief Operating Officer Chairman
/S/ XXXXXX XXXXXX
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Xxxxxx X. Xxxxxx
individually as to
Sections 1.3.5 and 9 only
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