STOCK OPTION AGREEMENT
Exhibit
10.4
This
Stock Option Agreement
(the
“Agreement”)
is
made and entered into as of September 12, 2006, by and between Spectre Gaming,
Inc., a Minnesota corporation (the “Company”),
and
Xxxxxxx X. Mix (“Mix”).
The
parties have previously entered into that certain Stock Option Agreement dated
on or about March 22, 2004 (the “Prior
Agreement”),
pursuant to which the Company granted Mix options to purchase up to 600,000
shares of the Company’s common stock at $1.50 per share. The Prior Agreement
will be terminated pursuant to a Separation and Release Agreement in final
form
mutually acceptable to the parties.
Now,
Therefore,
the
parties hereby agree as follows:
1.
Grant
of Option.
The
Company hereby grants Mix an option, hereinafter referred to as the
“Option,”
to
purchase up to 450,000 shares of Company’s common stock (the “Option
Shares”).
The
entire Option shall be vested as of the date on which the parties execute and
deliver the above-referenced Separation and Release Agreement.
2.
Purchase
Price.
The
purchase price of the Option Shares covered by the Option shall be One Dollar
and No/100 ($1.00) per Option Share.
3.
Term
of Option.
The
Option shall be exercisable for a period of two years from the date of this
Agreement; provided,
however,
that
the Option shall immediately terminate upon Mix’s violation of the provisions of
Section 7 of the Separation Agreement. Upon the expiration or termination of
the
Option as set forth above, the Option shall become null and void.
4.
Method
of Exercising Option.
Subject
to the terms and conditions of this Agreement, the Option may be exercised
by
written notice to the Company. Such notice shall state the election to exercise
the Option and the number of Option Shares in respect of which the Option is
being exercised, and shall be signed by the person or persons so exercising
the
Option. Such notice shall either: (a) be accompanied by payment of the full
purchase price of such Option Shares, in which event the Company shall deliver
one or more certificates representing such Option Shares as soon as practicable
after the notice and payment therefor shall have been received; or (b) fix
a
date not less than five nor more than ten business days from the date such
notice shall be received by the Company for the payment of the full purchase
price of such Option Shares, at which time the Company shall make delivery
of
one or more certificates representing the purchased Option Shares. Payment
of
such purchase price may take the form of cash, shares of stock of the Company
(the total market value of which equals the total purchase price), or any
combination of cash and shares of the Company, the total market value of which
equals the total purchase price. Any such notice shall be deemed given when
received by the Company at its principal place of business. All Option Shares
purchased upon the exercise of the Option as provided herein shall be fully
paid
and non-assessable shares of Company capital stock. Notwithstanding anything
in
this Agreement to the contrary, the Option may not be exercised at any time
after the Company’s delivery to Mix of a written notice that he is in violation
of the provisions of Section 7 of the Separation Agreement.
5.
Rights
of Option Holder.
Mix, as
holder of the Option, shall not have any of the rights of a shareholder with
respect to the Option Shares covered by the Option except to the extent that
one
or more certificates for such Option Shares shall be delivered to him upon
the
due exercise of all or any part of the Option.
6.
Limited
Transferability.
The
Option shall not be transferable (except, in the event of the Mix’s death, by
will or the laws of descent and distribution to the limited extent provided
in
this Agreement) or pursuant to a qualified domestic relations order as defined
by the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder, and the Company shall
not be required to recognize any attempted assignment of such rights by any
participant. Notwithstanding the preceding sentence, the Option may be
transferred by the holder thereof to family members, trusts or charities, or
to
an affiliate controlled by him. During Mix’s lifetime, the Option may be
exercised only by him, by his guardian or legal representative or by the
transferees permitted by the preceding sentence. Except as set forth above,
the
Option may not be assigned, transferred, pledged or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option shall be null and void and without effect.
7.
General.
The
Option is a non-qualified stock option, and is subject to the terms and
conditions of the Company’s 2004 Stock Option Plan. The Company shall at all
times during the term of the Option reserve and keep available such number
of
Option Shares as will be sufficient to satisfy the requirements of this
Agreement.
In
Witness Whereof,
the
undersigned have executed this Agreement to be effective as of the date first
written above.
| SPECTRE GAMING, INC.: | ||
|
By
|
/s/
D. Xxxxxx
Xxxx
|
|
|
D.
XXXXXX XXXX, President
|
||
|
/s/
Xxxxxxx X.
Mix
|
||
|
XXXXXXX
X. MIX
|
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