EXHIBIT 10.6
TEXOIL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
TEXOIL, INC., a Nevada corporation (the "COMPANY"), hereby grants to
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to purchase a total of 50,000 shares (the "SHARES") of the Company's common
stock, par value $.01 per share (the "COMMON STOCK"), at the price determined as
provided herein, and in all respects subject to the terms and conditions of the
Company's 1994 Stock Option Plan (the "PLAN"), which is incorporated herein in
its entirety by reference and a copy of which is attached hereto. Capitalized
terms not otherwise defined in this agreement (the "OPTION AGREEMENT") shall
have the meaning given to such terms in the Plan.
1. NATURE OF OPTION. This Option is intended to constitute a non-qualified
stock option.
2. EXERCISE PRICE. The exercise price of this Option is $3.00 per share of
Common Stock acquired on exercise.
3. TERM OF OPTION. This Option may not be exercised (i) before the later
of (A) approval of the Plan by the Company's stockholders as contemplated by
Section 17 of the Plan or (B) one year after the date of grant of this Option as
set forth herein, nor (ii) after the expiration of 10 years after such date of
grant; PROVIDED, FURTHER, that this Option may be exercised during such term
only in accordance with the terms and conditions of the Plan and this Option
Agreement, subject specifically to Section 6 of the Plan and Sections 4 and 6 of
this Option Agreement.
4. TERMINATION OF OPTIONEE'S EMPLOYMENT. If the Optionee's employment with
the Company is terminated for reasons other than Cause, "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended ("Code")), or death of the Optionee, those Shares that had
vested under the terms of this Option Agreement shall remain exercisable for a
period of three months after the date of such termination of the Optionee's
employment with the Company; PROVIDED, HOWEVER, that after the expiration of
this three-month period, this Option Agreement, and the Optionee's right to
exercise any vested portion of this Option, shall terminate. If the Optionee's
employment with the Company is terminated because of the "permanent or total
disability" (within the meaning of Section 22(e)(3) of the Code) or death of the
Optionee, those Shares that had vested in accordance with this Option Agreement
shall remain exercisable for a period of one year after the date of such
termination; PROVIDED, HOWEVER, that after the expiration of one year period,
this Option Agreement, and the Optionee's right to exercise any vested portion
of this Option, shall terminate. If the Optionee's employment with the Company
terminates for Cause, this Option Agreement, and the Optionee's right to
exercise any vested portion of this Option, shall terminate at the commencement
of business on the date of such termination.
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5. TERM OF EMPLOYMENT. This Option shall not grant to Optionee any right
to continue serving as an employee or consultant of the Company.
6. EXERCISE OF OPTION. This Option shall be exercisable during its term,
subject to the provisions of Sections 3 and 4 hereof and Section 6 of the Plan,
as follows:
(i) VESTING. For as long as the Optionee remains an Employee or a
Consultant, this Option shall vest cumulatively as follows: 100% of the Shares
shall vest one year from the date of grant as provided herein.
(ii) RIGHT OF EXERCISE. This Option is exercisable at any time
during the term of this Option Agreement, in whole or in part, to acquire those
Shares that have vested in accordance with this Option Agreement; PROVIDED,
HOWEVER, that this Option may only be exercisable to acquire whole shares of
Common Stock.
(iii) METHOD OF EXERCISE. This Option is exercisable by delivery of
this Option Agreement and a written notice to the attention of the Secretary of
the Company, no fewer than five business days before the proposed effective date
of exercise, signed by the Optionee, specifying the number of Shares to be
acquired on, and the effective date of, such exercise. The Optionee may withdraw
notice of exercise of this Option at any time before close of business on the
business day preceding the proposed exercise date, and in this instance, the
Company will return this Option Agreement to the Optionee.
(iv) METHOD OF PAYMENT. Payment of the exercise price for the Shares
purchased under this Option shall be delivered, by certified mail to the
attention of the Secretary of the Company, on the effective date of exercise
either (i) in cash, or by certified check, bank cashier's check, or wire
transfer, or (ii) subject to the approval of the Committee, in whole or in part
in shares of Common Stock owned by the Optionee and valued at their Fair Market
Value on the effective date of exercise. Such shares must be delivered to the
Secretary, duly endorsed in blank or accompanied by stock powers duly executed
in blank, and any other documents that the Secretary may require.
7. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares or the method of payment of the consideration for such
Shares would constitute a violation of any applicable federal or state
securities or other laws or regulations, including any rule under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by
the Federal Reserve Board, or any rules or regulations of any stock exchange or
quotation system on which the Common Stock may be listed or quoted.
This Option may only be exercised in accordance with the terms and
conditions of the Plan and this Option Agreement. If a conflict exists between
any term or provision contained in this Option Agreement and a term or provision
in the Plan, the applicable terms and provisions of the Plan shall govern and
prevail.
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8. NON-TRANSFERABILITY OF OPTION. During the lifetime of the Optionee,
this Option may only be exercised by the Optionee. This Option is not assignable
or transferable otherwise than by will or by the laws of descent and
distribution. The Plan limits the vesting and exercise period of this Option on
the Optionee's termination of employment, "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code) or death. The terms of this
Option Agreement shall be binding on the Optionee's heirs and legatees and on
the administrators and executors of the Optionee's estate.
9. INDEPENDENT LEGAL AND TAX ADVICE. The Optionee has and will obtain
independent legal and tax advice regarding the grant and exercise of this Option
and the disposition of any Shares acquired thereby.
10. AMENDMENT. This Option Agreement may not be amended, modified or
waived except by a written instrument signed by the party against whom
enforcement of any such modification, amendment or waiver is sought.
11. GOVERNING LAW. This Option Agreement shall be governed by and shall be
construed and enforced in accordance with the corporate laws of the State of
Nevada as they apply to a Nevada corporation and the laws of the State of Texas.
12. SUPERSEDES PRIOR AGREEMENTS. This Option Agreement shall supersede and
replace all prior agreements and understandings, oral or written, between the
Company and the Optionee regarding the grant of an Option under the Plan on July
26, 1994. All other option agreements relating to the grant by the Company of an
Option under the Plan or predecessor employee stock option plans maintained by
the Company on such date shall be null, void and of no further force and effect.
IN WITNESS WHEREOF, the Company has as of July 26, 1994, caused this
Option Agreement to be executed on its behalf by a member of the Committee and
Optionee has hereunto set his hand as of the same date, which date is the date
of grant of this Option.
TEXOIL, INC.,
a Nevada corporation
By:
Committee Member
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OPTIONEE:
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