EXHIBIT 10.25
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is entered into as of April 9, 2001, by and
between TSET, Inc., a Nevada corporation ("TSET"), and Xxxxxx X. Xxxxxx
("Xxxxxx").
WITNESSETH:
WHEREAS, TSET desires to grant to Xxxxxx an option to acquire up to
50,000 restricted shares of TSET's common stock, par value $0.001 per share (the
"Option Shares"), in consideration of valuable contributions made by Xxxxxx to
TSET and its wholly-owned subsidiaries; and
WHEREAS, Xxxxxx desires to accept such option.
NOW, THEREFORE, for and in consideration of the premises and mutual
promises, covenants, and agreements set forth herein and for other good and
valuable consideration, the delivery, receipt, and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. GRANT OF OPTION. TSET hereby grants to Xxxxxx an option (the
"Option") to acquire the Option Shares at an exercise price of
$0.885 per share (the "Exercise Price"). The Option shall
immediately and fully vest in Dwight's favor for all purposes
upon execution and delivery of this Agreement by the parties. The
Option is personal to Xxxxxx and may be exercised only by Xxxxxx
during his lifetime. The Option shall continue in full force and
effect for a period of 5 years from the date hereof (the "Term"),
at which time the Option shall expire and terminate unless
previously exercised by Xxxxxx. The Option shall not be subject
to forfeiture or termination, except for Dwight's failure to
exercise the Option during the Term.
2. EXERCISE OF OPTION. The Option may be exercised by Xxxxxx, in
whole or in part, at any time during the Term upon receipt of
TSET of written notice from Xxxxxx (the "Exercise Notice"). The
Exercise Notice shall specify the number of Option Shares Xxxxxx
desires to acquire pursuant thereto and provide any necessary or
appropriate instructions to TSET and its transfer agent regarding
the denomination of certificates representing the Option Shares
and the name in which the Option Shares should be registered. The
exercise of the Option shall be on a "cashless" basis and Xxxxxx
shall not be required to remit to TSET any payment therefor.
3. RESERVATION OF THE OPTION SHARES. To ensure fulfillment of its
obligations hereunder should Xxxxxx elect to exercise the Option,
TSET shall reserve from its authorized but unissued capital that
number of shares of its common stock equal to the Option Shares.
4. RESTRICTIONS ON TRANSFER. Xxxxxx acknowledges that the Option
Shares are subject to certain restrictions upon transfer, and
cannot be sold, assigned, transferred, or conveyed (in any case,
a "transfer") except in compliance with such restrictions and
applicable provisions of federal and state securities laws.
Certificates representing the Option Shares shall bear
appropriate restrictive legends and notices. In the event Xxxxxx
desires to transfer any Option Shares prior to the expiration of
such restrictions, TSET shall be entitled to receive from Xxxxxx
written undertakings, certifications, or opinions of legal
counsel evidencing compliance with such restrictions.
5. TAX MATTERS. Xxxxxx acknowledges that treatment of the Option,
the Option Shares, and events and transactions with respect
thereto, for federal and state income and other tax purposes, is
dependent upon various factors and events which are not
determined by this Agreement. TSET makes no representations to
Xxxxxx with respect to, and hereby disclaims any and all
responsibility as to such tax treatment. Xxxxxx shall be solely
and fully responsible for the payment of, and shall pay, any and
all federal and state, and other taxes (including any and all
withholding taxes) levied with respect to the grant of the
Option, the purchase of the Option Shares, and any subsequent
transfer thereof. In the event the exercise of the Option or the
disposition of the Option Shares following exercise of the Option
results in Dwight's realization of income which for federal,
state, local, or other income tax purposes is, in TSET's opinion,
subject to withholding of tax, then at the election of TSET and
prior to the delivery of Xxxxxx of certificates representing the
Option Shares acquired by him pursuant to an Exercise Notice, (a)
Xxxxxx shall pay to TSET an amount equal to such withholding tax
or (b) TSET may withhold such amount from any compensation or
other payments owed by TSET to Xxxxxx.
6. NONQUALIFIED STATUS. The Option is not intended to be an
"incentive stock option" as defined in the Internal Revenue Code
of 1986, as amended, and shall not be treated as such whether or
not, by the terms hereof, it meets the requirements of any
applicable provisions thereof.
7. NOTICES. All notices or other communications given or made
hereunder shall be in writing and may be delivered personally, by
express, registered, or certified mail (return receipt
requested), by special courier, or by facsimile transmission (to
be followed by delivery of a written original notice in the most
expeditious manner possible, as aforesaid), all postage, fees,
and charges prepaid, to TSET and Xxxxxx, as the case may be, to
the following addresses (which may be changed by the parties from
time to time upon written notice given as aforesaid):
To TSET: 000 Xxxxx Xxxxx Xxxxxx, XXX 000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Chief Financial Officer
Tel: 000.000.0000
Fax: 000.000.0000
To Xxxxxx: 0 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Tel: 000.000.0000
Fax: 000.000.0000
Notices hereunder shall be deemed given when delivered in person,
upon confirmation of successful transmission when sent by
facsimile, or 5 days after being mailed by express, registered,
or certified mail (return receipt requested), postage and fees
prepaid.
8. INTEGRATION, AMENDMENT, AND WAIVER. When executed and delivered,
this Agreement shall constitute the entire agreement between the
parties with respect to the subject matter hereof and shall
supersede any and all prior agreements and understandings with
respect thereto. No other agreement, whether oral or written,
shall be used to modify or contradict the provisions hereof
unless the same is in writing, signed by the parties, and states
that it is intended to amend the provisions of this Agreement. No
waiver by either party of any breach of this Agreement in any
particular instance shall constitute a waiver of any other breach
hereof in any other circumstance or any relinquishment for the
future of their respective rights to strictly enforce all of the
other provisions hereof or seek all remedies which may be
available at law or in equity.
9. COUNTERPARTS; BINDING EFFECT. This Agreement may be executed in
multiple counterparts (and by facsimile signature, to be followed
by manual signature), each of which shall be deemed an original,
and all of which shall be deemed to constitute a single
agreement. This Agreement shall be binding upon and inure to the
benefit of the parties' respective permitted heirs, successors,
and assigns.
10. ASSIGNMENT. This Agreement is personal to the parties hereto.
Accordingly, Xxxxxx shall not assign or transfer this Agreement
without the prior written consent of TSET, which consent shall
not be unreasonably withheld, conditioned, or delayed; provided,
however, that Xxxxxx shall be permitted to assign or transfer
this Agreement to a legal entity owned by Xxxxxx without such
consent. Any attempted assignment of this Agreement by Xxxxxx
without receipt of such consent from TSET shall be null and void.
11. SEVERABILITY. If any provision (or portion thereof) of this
Agreement is adjudged unenforceable by a court of competent
jurisdiction, the remaining provisions shall nevertheless
continue in full force and effect and the provision deemed
unenforceable shall be remade and interpreted by the parties in a
manner that such provisions shall be enforceable to preserve, to
the maximum extent possible, the original intention and meaning
thereof. If necessary to effect such intent, TSET and Xxxxxx
shall negotiate in good faith to amend this Agreement to replace
such provision with language believed in good faith by the
parties to be enforceable, which as closely as possible reflects
such intent.
12. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole
benefit of the parties and their successors, heirs, and assigns.
Nothing herein, expressed or implied, shall give or be construed
to give any other person, other than the parties and their
permitted assigns, any legal or equitable rights hereunder. No
finder's or other fees shall be payable by either party with
respect to the exercise of the Option or the issuance of the
Option Shares pursuant to this Agreement.
13. STATE SECURITIES QUALIFICATIONS. The sale of the Option Shares
pursuant to any exercise of the Option has not been qualified
with the securities regulatory authorities in any state or other
jurisdiction and the issuance of the Option Shares prior to such
qualification may be unlawful unless such transactions are exempt
from such qualification requirements. The rights of the parties
hereto are expressly conditioned upon such qualification being
obtained, unless any such transaction is so exempt.
14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon, exclusive of
its conflicts of laws principles.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement effective as of the date first written above.
TSET, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
