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
AOption@ or the AAgreement,@ is entered into as of March 21, 2002,
between RENTECH, INC., a Colorado corporation (ACompany@), and XXX X.
XXXXXXX (AOptionee@), 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 AExpiration Date@), the following
number of shares of common stock, having $.01 par value per share
(ACommon 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 are
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.
------------------------ By: -----------------------------
Xxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx, President
