Exhibit 4.5
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.
NONSTATUTORY STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the (Agreement," is entered into as of March 21, 2002,
between RENTECH, INC., a Colorado corporation ((Company(), and XXX X.
XXXXXXX ((Optionee(), whose address is 000 X. 00xx Xxxxxx, Xxxxx 000,
Xxxxxx, XX 00000.
Subject to the provisions of this Option, the Optionee is
entitled to purchase from the Company, at any time not later than
3:30 P.M., Colorado time, on March 31, 2005 (the (Expiration Date(),
the following number of shares of common stock, having $.01 par value
per share ((Common Stock(), at the exercise prices set forth next to
the respective number of shares:
Number
of Shares Exercise Price
25,000 @ $0.55 per share
25,000 @ $0.60 per share
25,000 @ $0.65 per share
The number of shares of Common Stock to be received upon the exercise
of this Option and the price to be paid for a share of Common Stock
re subject to adjustment from time to time as hereinafter set forth.
1. Option Period. This Option may be exercised up to but not
later than 3:30 P.M., Colorado time, on March 31, 2005. The Option
granted shall be void if not exercised during the option period.
2. Exercise of Option. Unless the Option is terminated as
provided pursuant to this Option, an Optionee may exercise this
option for up to, but not in excess of, the amounts of shares subject
to the Option. The Option may be exercised, in whole or in part, and
at any time and from time to time within its term.
(a) Method of Exercise. This Option shall be exercisable
by a written notice delivered to the Company(s principal office, to
the attention of the Chief Operating Officer, 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 exercise price for
the shares being exercised, and 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 taxpayer identification
number or social security number;
(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;
(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 wire transfer or certified
check, 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
(b) 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
3. Transferability of Option. This Option may be exercised only
by the Optionee or by a person who shall have acquired the right to
such exercise by will or by laws of descent and distribution.
4. Adjustments Upon Changes in Capitalization. Whenever there
is any change in the outstanding shares of Common Stock of the
Company 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 exercise
price per share, as to each option to purchase that has been
previously granted and not exercised, and every number of shares used
in determining whether a particular Option is exercisable 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 share. In any such case, the number and
kind of shares that are subject to any Option and the exercise price
per share shall be proportionately and appropriately adjusted without
any change in the aggregate exercise price to be paid therefor upon
exercise of the Option.
5. Notices. Each notice relating to this Option 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 President. Each Optionee
or other person or persons then entitled to exercise the Option shall
be addressed to the Optionee at the Optionee's address set forth in
the first paragraph of this Option. Anyone to whom a notice may be
given under this Option may designate a new address by notice to that
effect.
6. Benefits of Option. This Option 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 Option shall be binding upon the Optionee's successors at law.
This Option shall be the sole and exclusive source of any and all
rights which the Optionee, and successors of Optionee may have in
respect to any options for purchase of Common Stock granted
hereunder.
7. 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 Option will be
determined by the Board of Directors of the Company.
8. Investment Representation; Legend. Optionee represents and
agrees that all shares of Common Stock purchased by Optionee under
this Option 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 Option, 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.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Option to be executed as of the day, month and year first above
written.
OPTIONEE: RENTECH, INC.
/s/ Xxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxx
---------------------- By: -----------------------------
Xxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx, President
