PAGE 13
Exhibit 4.2
SECURITIES ISSUED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("THE ACT"), AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
RENTECH, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, hereinafter referred to as the "Option"
or the "Agreement," is entered into on --------------------, 19----,
between RENTECH, INC., a Colorado corporation ("the Company"), and -----
----------------------------------- ("the Optionee"), whose address is
-------------------------------------------------------------------------.
Pursuant to the terms of the Rentech, Inc. 1996 Stock Option Plan
("Plan"), the Company hereby grants an incentive stock option to purchase
--------------- shares of common stock of the Company, $.01 par value per
share ("Common Stock"), to the Optionee at the price and in all respects
subject to the terms, definitions and provisions of the Agreement
("Option").
1. Option Price. The option price is $-------- for each share,
which is not less than the fair market value of the Company's stock on
--------------------, --------, the date this Option was granted. For
purposes of this Agreement, the fair market value of such common stock
shall be determined as follows: (i) if the common stock is listed on a
national securities exchange or admitted to unlisted trading privileges
on such exchange, then the market value shall be the last reported sale
price of the common stock on the composite tape of such exchange, or, if
no such sale is made on any trading day, the average closing bid and
asked prices for such day on the composite tape of such exchange; or (ii)
if the common stock is not so listed or admitted to unlisted trading
privileges, the market price shall be the average of the last reported
bid and asked prices reported by the National Association of Securities
Dealers Quotation System (or if not quoted on NASDAQ, by the National
Quotation Bureau, Inc. or other reporting medium); or (iii) otherwise the
market price shall be an amount not less than book value determined in
such reasonable manner as may be prescribed by the board of directors of
the Company, such determination to be final and binding upon the
Optionee.
PAGE 14
2. Option Period. The option period during which this Option may
be exercised shall be five years from date of this grant, expiring at
12:00 o'clock p.m. on -----------------------, -------,. Denver time.
The Option granted shall be void if not exercised during the option
period.
3. Exercise of Option. Unless the Option is terminated as provided
pursuant to this Agreement, an Optionee may exercise this option for up
to, but not in excess of, the amounts of shares subject to the Option, as
specified hereafter in this section, based on the Optionee's number of
years of continuous service with the Company or a Subsidiary Corporation
from the date on which the Option is granted. In the case of an Optionee
who is an Employee, continuous service shall mean continuous employment
with the Company; in the case of an Optionee who is a Consultant,
continuous service shall mean the continuous provision of consulting
services to the Company. In applying these limitations, the amount of
shares, if any, previously purchased by the Optionee under the Option
shall be counted in determining the amount of shares the Optionee can
purchase at any time. The Optionee may exercise an Option in the
following amounts:
(A) After one year of such continuous service up to
but not in excess of twenty percent of the shares
originally subject to the Option;
(B) After two years of such continuous service up to
but not in excess of forty percent of the shares
originally subject to the Option;
(C) After three years of such continuous service up
to but not in excess of sixty percent of the shares
originally subject to the Option;
(D) After four years of such continuous service up to
but not in excess of eighty percent of the shares
originally subject to the Option; and
(E) At the expiration of the fifth year of such
continuous services the Option may be exercised, in whole
or in part, and at any time and from time to time within
its term but it shall not be exercisable after the
expiration of five years from the date on which it was
granted.
(a) Right to Exercise. Options shall be exercisable only during
the option period by the Optionee:
(i) while the Optionee is in "continuous employment with the
Company;" provided, however, if the Optionee's employment is terminated
by Optionee for cause or by the Company without cause, the Optionee shall
have a period of three months from the date Optionee's employment
terminates in which to exercise the Option to the extent the Option was
exercisable at the time of termination, but in no event later than the
expiration of the option period. If the Optionee should die during this
PAGE 15
three-month period, the Option may be exercised by the person or persons
to whom the rights under the Option passed by will or the laws of descent
and distribution to the same extent and during the same period the
Optionee could have exercised the Option had Optionee not died. In the
event the Optionee should terminate employment by the Company without
cause or the Company should terminate Optionee's employment with cause,
then all unexercised Options granted to Optionee shall be forfeited and
canceled effective upon such termination. For purposes of this section,
"continuous employment with the Company" shall mean the absence of any
interruption or termination of employment by the Company. Continuous
employment shall not be considered interrupted in the case of transfer of
the duties of the Optionee among the Company and any of its Subsidiary
Corporations or during leave of absence for a company-approved purpose.
Except as otherwise provided, the option period shall terminate upon the
Optionee's termination of employment if that date is earlier than the
term of the Option.
(ii) If the Optionee should die or become permanently totally
disabled while employed by the Company, any Option or unexercised portion
thereof, to the extent exercisable at the time of the Optionee's death or
disability, may be exercised by Optionee, the Optionee's conservator or
legal guardian or by the person or persons to whom the Optionee's rights
under the Option passed by will or the laws of descent and distribution
not later than twelve months after the Optionee's death or not later than
twelve months after the Optionee's disability, but in no event later than
the expiration of the option period.
(b) Change in Control. In the event that the Company or
substantially all of its assets are sold or there is a change in control
of the Company, as evidenced by a change of fifty percent (50%) or more
in the ownership of the issued and outstanding shares of the Company's
common stock or memberships on the Company's board of directors in any
one transaction or series of related transactions, this Option shall,
upon such occurrence, become exercisable in full, notwithstanding any
other provisions of this Agreement to the contrary.
(c) Method of Exercise. This Option shall be exercisable by a
written notice delivered to the Company which shall:
(i) State the election to exercise the Option, the number of
shares in respect of which it is being exercised (which must be in
multiples of one hundred shares), the person in whose name the stock
certificate or certificates for such shares of common stock is to be
registered, with that person's address and Social Security number (or if
more than one, the names, addresses and Social Security numbers of such
persons);
(ii) Contain such representations and agreement as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;
PAGE 16
(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option.
Payment of the purchase price of any shares with respect to which
the Option is being exercised shall be by cash or certified check,
previously acquired shares of the Common Stock having a fair market value
equal to the option price, or previously acquired shares of Common Stock
having a fair market value less than the option price, plus cash or
certified check for the balance of the option price, and shall be
delivered with the notice of exercise. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised
shall be registered in the name of the person or persons exercising the
Option.
(d) Restrictions on Exercise. As a condition to exercise of this
Option, the Company may require the person exercising this Option to make
any representation and warranty to the Company as may be required by any
applicable law or regulation.
(e) $100,000 Limitation. Notwithstanding anything to the contrary
contained herein, the total fair market value (determined as of the date
this Option was granted) of shares of stock with respect to which this
Option shall become exercisable for the first time during any calendar
year shall not exceed $100,000. If in any calendar year shares of stock
having a fair market value of more than $100,000 would become
exercisable, but for the limitations of this section, this Option shall
be exercisable only for shares having a fair market value not exceeding
$100,000, and this Option shall become exercisable with respect to any
excess shares in the next succeeding calendar year, provided that the
$100,000 limitation shall also be applied to such calendar year. Subject
to the term of this Option, such carryovers shall be made to succeeding
calendar years, including carryovers of amounts from previous calendar
years, without limitation.
4. Nontransferability of Option. This Option may not be
transferred in any manner and may be exercised during the lifetime of the
Optionee only by the Optionee and after death of the Optionee by the
person or persons to whom the Optionee's rights under the Option passed
by will or the laws of descent and distribution.
5. Adjustments Upon Changes in Capitalization. Whenever there is
any change in the outstanding shares of Common Stock of the Corporation
by reason of a stock dividend or split, recapitalization,
reclassification, or other similar corporate change, the aggregate number
of shares that can thereafter be purchased, and the option price per
share, under each Option that has been previously granted and not
exercised, and every number of shares used in determining whether a
particular Option is grantable thereafter, shall be appropriately
adjusted. The adjustment shall be made by the Company's Board of
Directors, and their determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole
PAGE 17
share. In any such case, the number and kind of shares that are subject
to any Option (including any Option outstanding after termination of
employment) and the option price per share shall be proportionately and
appropriately adjusted without any change in the aggregate option price
to be paid therefor upon exercise of the Option.
6. Notices. Each notice relating to this Agreement shall be in
writing and delivered in person or by certified mail to the proper
address. Each notice shall be deemed to have been given on the date it
is received. Each notice to the Company shall be addressed to it at its
principal office, attention of the Secretary. Each Optionee or other
person or persons then entitled to exercise the Option shall be addressed
to the Optionee or such other person or persons at the Optionee's address
set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to
that effect.
7. Benefits of Agreement. This Agreement shall inure to the benefit
of and be binding upon each successor of the Company. All obligations
imposed upon the Optionee and all rights granted to the Company under
this Agreement shall be binding upon the Optionee's heirs, legal
representatives and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the Optionee, and heirs,
legal representatives, or successors of Optionee may have in respect to
the plan or any options or Common Stock granted or issued thereunder,
whether to Optionee or any other person.
8. Incorporation of Plan. This Agreement is made subject to the
provisions of the Plan, the terms of which are incorporated herein by
reference to the extent they apply to incentive stock options.
Capitalized terms used in the Plan shall have the same meaning, when used
in this Agreement, as in the Plan. In the event of conflict between
provisions of the Plan and provisions of this Agreement, the provisions
of the Plan shall control.
9. Resolution of Disputes. Any dispute or disagreement which
should arise under, or as a result of, or in any way relate to, the
interpretation, construction or applicability of this Agreement will be
determined by the stock option committee appointed by the by the Board of
Directors of the Company. Any such determination made by the Committee
shall be final, binding, and conclusive for all purposes.
10. Approval of Stockholders. If an option is granted by this
Agreement prior to approval of the stockholders of the Plan, the option
granted shall be null and void unless stockholder approval is obtained
within twelve months after the Plan was adopted.
11. Investment Representation; Legend. Optionee represents and
agrees that all shares of Common Stock purchased by Optionee under this
Agreement will be purchased for investment purposes only and not with a
view to distribution or resale. The Company may require that an
appropriate legend be inscribed on the face of any certificate issued
under this Agreement, indicating that transfer of the shares is
restricted, and may place an appropriate stop transfer order with the
Company's transfer agent with respect to such shares.
PAGE 18
12. No Guarantee. This Agreement shall in no way restrict the
right of the Company to terminate Optionee's relationship with it,
whether as an Employee or Consultant.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above
written.
OPTIONEE: RENTECH, INC.
------------------------ By: ------------------------------
Xxxxxx X. Xxxxxxxx, President
PAGE 19
RENTECH, INC.
NOTICE OF EXERCISE OF STOCK OPTION ISSUED
To: Stock Option Committee
Rentech, Inc.
I hereby exercise my Option dated --------------------- to purchase
--------------- shares of $.01 par value common stock of the Company at
the option exercise price of $---------- per share. Enclosed is a
certified or cashier's check in the total amount of $----------, or
payment in such other form as the Company has specified and agreed to
accept, which is described at the bottom of this notice.
I represent to you that I am acquiring said shares for investment
purposes and not with a view to any distribution thereof. I understand
that my stock certificate may bear an appropriate legend restricting the
transfer of my shares and that a stop transfer order may be placed with
the Company's transfer agent with respect to such shares.
I request that my shares be issued in the name of:
-------------------------------------------------------------
(Print your name in the form in which you wish
to have the shares registered)
-------------------------------------------------------------
(Social Security Number)
-------------------------------------------------------------
(Street and Number)
-------------------------------------------------------------
(City) (State) (Zip Code)
Dated: ---------------, 19----
Signature: -------------------------------
