EXHIBIT 4.5
STOCK OPTION AGREEMENT - PLAN 2
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This STOCK OPTION AGREEMENT ("Stock Option Agreement") made this 15 day of
June, 1993, between GLOBAL RESOURCES, INC., an Alaska Corporation, which
includes its subsidiary corporations (the "Company"), and XXXXXX X. XXXX, a
person, who has performed and intends to perform services for the Company and
has become associated with the Company as an employee or independent contractor
(the "Associate").
WHEREAS, the Associate has rendered and intends on rendering valuable
service to the company and is a valued service provider to the Company; and
WHEREAS, the Company desires to reward such service and intended service and to
provide an incentive for additional efforts toward the improvement of the
earnings of the Company in the future by encouraging stock ownership by persons
who provide service to the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration, the parties hereto agree as
follows:
1. GRANT OF OPTION AND RIGHT TO PURCHASE SHARES. The Company hereby grants to
the Associate the option and right to purchase all or any part of an aggregate
of 10,000 shares of the Company's Common Stock (hereinafter sometimes referred
to as "the Shares", such number being subject to adjustment as provided in
paragraph 9 hereof), on the terms and conditions herein set forth.
2. TIME AND NUMBER OF SHARES SUBJECT TO OPTION TO PURCHASE. This Stock Option
Agreement is valid for a period of ten (10) years from the date hereof, after
which time the option and right to purchase Shares pursuant to this Stock Option
Agreement expires and becomes void. The Associate may exercise the option to
purchase any or all of the Shares at the times first written below and in the
amounts set forth below as follows:
After: July 1, 1993 2,000 Shares
After: July 1, 1994 2,000 Shares
After: July 1, 1995 2,000 Shares
After: July 1, 1996 2,000 Shares
After: July 1, 1997 2,000 Shares
After: _____ Shares
Total: 10,000 Shares
SEE TAX AND SECURITIES MATTERS ON PAGES 6 AND 7
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All or any of the Shares for which this option to purchase are not
exercised at the time or times they first become available for purchase, may be
purchased at any time thereafter until such time as the right to purchase
expires and become void.
3. EXERCISE PRICE. The exercise or purchase price of the 10,000 Shares covered
exercise this Stock Option Agreement shall be $4.50 per share. The Company's
estimate of the market value of its free trading publicly held common Stock on
the date this option was granted is $4.50 per Share.
4. PAYMENT OF SHARES. The Associate shall pay for the Shares in cash or by
certified check at the time or times the option is exercised. The Company may,
but is not obligated to provide, and the Associate may in the Associate's sole
discretion elect to accept a loan from the Company in the total amount (or any
lesser amount that the Company and the Associate shall agree upon) of the Option
price of the shares purchased by the Associate. Such a loan would bear simple
interest at the market rate or other rate that the Company would deem
appropriate and would be secured to the degree deemed adequate by the Company.
5. NONTRANSFERABILITY. This Stock Option Agreement shall not be transferable
otherwise than by will or the laws of descent and distribution, and the option
to purchase may be made, during the lifetime of the Associate, only by the
Associate. More particularly (but without limiting the generality of the
foregoing), this Stock Option Agreement 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 Stock Option Agreement contrary to the provision hereof, and the levy of any
execution, attachment or similar process upon the Stock Option Agreement, shall
be null and void and without effect.
6. EMPLOYMENT OR SERVICE AND ACCELERATION OF 0PTION. In consideration of the
granting of the option to purchase Shares in this Stock Option Agreement, the
Associate agrees to be employed by or provide services to the Company for an
indeterminate length of time. If the Associate is no longer employed by the
Company or no longer providing services to the Company as an independent
contractor, all future options that are not then exercisable may be cancelled by
the Company and the Company may accelerate the times at which the Associate may
pay for any option for shares that are exercisable but unpurchased and require
the Associate to pay for any such Shares within one (1) year of the date of a
written Notice to Accelerate and Require Payment has been sent to the Associate.
If the Associate does not make payment for any unpurchased Shares within that
one (1) year period, the Associate will forfeit his right to purchase any
unpurchased Shares.
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7. NONCOMPETITION. In consideration of the granting of the option to purchase
Shares in this stock Option Agreement, the Associate agrees that during the
period the Associate is providing services to the Company and for a period of
three years following his termination of providing services for any reason, he
will not, either directly or indirectly do any of the following:
(a) Be involved, as an owner, partner, shareholder, joint venturer,
director, employee, independent contractor, or otherwise, in the conduct of any
business which competes with the business of the Company or any business being
developed by the Company;
(b) Solicit business from any customer of the Company or copy, obtain
or utilize in any manner any mailing list or customer list of the Company;
(c) Solicit any other Associates of the Company to be employed by him
or by any entity in which he is an owner or employee; or
(d) Disclose to any third party any of the Company's confidential data
or confidential information including mailing lists or customer lists, obtained
by him while providing services to the Company.
In the event of any breach of this paragraph 7 by the
Associate, the Company, after written notice to the Associate, (i) may place
stop transfer restrictions on any Common Stock of the Company owned by the
Associate, in order to provide security for damages caused to the Company by any
of the foregoing breaches and (ii) cancel any unexercised options to purchase
shares held by the Associate.
8. DEATH BENEFIT. In the event of the Associate's death while the Associate is
employed by or providing services to the Company, the Company agrees to forgive
any balance due and owing to the Company by the Associate, for any loan from the
Company to the Associate for the purchase of shares. The Company shall also
purchase any unexercised options, at the rate provided in paragraph 3 above, for
the Associate's estate.
9. CHANGES IN CAPITAL STRUCTURE. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other changes in the corporate structure
or shares of the Company, the number and kind of shares subject to the Stock
Option Agreement and the exercise price thereof shall be proportionately
adjusted as the Board Of Directors may reasonably deem appropriate.
10. ADDITIONAL REPRESENTATION OF THE ASSOCIATE. The Associate hereby represents
and warrants to the Company as follows:
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(a) The Associate has either a pre-existing personal business
relationship with the Company or any of its officers, directors or controlling
persons, or by reason of the Associate's business or financial experience could
be reasonably assumed to have the capacity to protect the Associate's own
interests in connection with this investment.
(b) The Associate has adequate means of providing for his current needs
and possible personal contingencies, has no need for liquidity of his investment
in the Company hereunder, and has a sufficient net worth and anticipates that he
will continue to have in the future income sufficient to bear the economic risk
of losing the Associate's entire investment in the Company hereunder.
(c) The Associate has had or prior to the exercise of the option to
purchase the Shares shall have had made available to the Associate all
information and documents listed in Exhibit A so that the Associate has or will
have prior to the exercise of the option to purchase the Shares either been
given for retention by the Associate or has had or will have had access to and
is familiar with all of the information and documents listed in Exhibit A,
including, but not limited to, the Company's latest Annual Report, Proxy
Statement and latest Quarterly Statement on Form 10-Q. The Associate has had the
opportunity to ask questions of and receive answers from the officers,
directors, stockholders, employees, agents, attorneys, and accountants of the
Company concerning the terms and conditions of this Stock Option Agreement and
all such questions have been answered to the Associates full satisfaction. The
Company has given the Associate the opportunity to obtain such additional
information and documents necessary to verify the accuracy of the information
and documents listed in Exhibit A and any other documents, records or books
pertaining to the Company that the Associate has desired.
(d) Neither the option to purchase nor Shares underlying the option to
purchase have been registered or qualified under the Federal Securities Act of
1933, as amended ("the Act"), the California Corporate Securities Law of 1968 or
under the laws of any other State in reliance, as appropriate, on the "no sale"
theory and/or an exemption or exceptions from registration or qualification as
herein stated; the Associate is purchasing the shares without being furnished
any offering literature or prospectus other than the information and documents
listed in Exhibit A and such other information or documents as the Associate has
requested.
(e) The Shares are being acquired solely for the Associate's own
account, for investment, and are not being purchased with a view to or for the
resale, distribution, subdivision, or fractionalization thereof, and the
Associate has not entered into and has no present plans to enter into any
contract, undertaking, agreement, or arrangements to resell, distribute,
subdivide or fractionalize the Shares, Unless the Board of Directors adopts a
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resolution permitting an earlier sale of the shares, the Associate further
agrees to hold the Shares for a period of not less than two years after the
completion of the payment for the purchase of the Shares.
(f) The Associate further acknowledges and is aware of the following:
(v) That the Shares constitute a speculative investment which
involves a very high degree of risk of loss by the Associate; and
(vi) While the Company may currently be experiencing a profit
from current operations, there is no assurance that any such profit
from current operations can be continued; and
(vii) That while the Company's Shares are publicly traded
under the NASDAQ trading symbol "GLRS" there is a thin trading
market in the Company's Common Stock. Consequently, the price of
the Company's Shares may fluctuate more than a more established
Company; and
(viii) That there are substantial restrictions on the
transferability of the Shares; that the Shares wall not be, and
holders of the Shares have no rights to require that, the shares be
registered under the Act: that there will be no public market for
the Shares in that they are restricted; that the Associate may not
be able to utilize the provisions of Rule 144 adopted by the SEC
under the Act with respect to the resale of the shares; and that,
accordingly, it may not be possible for the Associate to liquidate
the Associate's investment hereunder in the Company.
11. LEGENDS. The Associate acknowledges that this Stock Option Agreement and any
certificate evidencing the Shares thereunder, and any and all replacements
thereof, hereafter issued to the Associate or any transferee shall bear and be
subject to legends in substantially the following form affecting the
transferability of the Shares and that the Company will place appropriate
stop-transfer orders with its transfer agent and registrar.
"The Securities represented by this certificate have not been
registered under the securities Act of 1933. These securities have been
acquired for investment and may not be offered, sold, transferred,
pledged, or hypothecated in the absence of an effective registration
statement for the securities under the Securities Act of 1933, or an
opinion of counsel satisfactory to the Company that registration is not
required under said Act."
12. CHANGES IN WRITINQ ONLY. This Stock Option Agreement may not be changed,
waived, discharged, or terminated orally, or in any manner other than by an
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instrument in writing signed by the party against which the enforcement of the
change, waiver, discharge, or termination is sought.
13. APPLICABLE LAW. This Stock Option Agreement is made and shall be construed
in accordance with the laws of the state of California.
14. CONSTRUCTION. Words in the singular or plural herein signify both the plural
and singular. The use of any gender herein shall include all genders.
TAX MATTERS:
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THE ASSOCIATE IS HEREBY ADVISED TO SEEK INDEPENDENT TAX ADVICE REGARDING THIS
OPTION TO PURCHASE SHARES AND THE EXERCISE OF THIS OPTION TO PURCHASE. There is
no favorable tax treatment for the Shares subject to this Stock Option Agreement
such as would be the case for a qualified stock option plan. The Associate may
be subject to tax (i) at the time this Stock Option Agreement is executed, (ii)
when the option to purchase is exercised and the Shares are purchased, (iii)
when restrictions on the option to purchase lapse or (iv) another time. The
exercise price of the Shares and market price of the Shares are important
factors. Additionally, the method of payment for the shares may subject the
Associate to tax, as in the case where the Shares are paid for by services
rendered to the Company. THE COMPANY Is NOT ABLE TO PROVIDE TAX ADVICE TO
ASSOCIATE. TAX CONSEQUENCES CHANGE FROM TIME TO TIME AND VARY DEPENDING UPON THE
PERSON. THE ASSOCIATE IS STRONGLY ADVISED TO SEEK INDEPENDENT TAX ADVICE
REGARDING ALL TAX MATTERS RELATED TO THIS STOCK OPTION AGREEMENT.
SECURITIES MATTERS:
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THE SECURITIES WHICH ARE THE SUBJECT OF THIS STOCK OPTION AGREEMENT HAVE NOT
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION PURSUANT TO RULE 504 OF
REGULATION D PROMULGATED UNDER SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS
AMENDED
(THE "1933 ACT") AND/OR EXEMPT PURSUANT TO SECTION 4(2) OF THE 1933 ACT OR ARE
EXEMPT UNDER THE "NO SALE" THEORY. THESE SECURITIES ARE ALSO BEING OFFERED
PURSUANT TO EXEMPTIONS FROM QUALIFICATION OR REGISTRATION UNDER CERTAIN STATES'
SECURITIES LAWS INCLUDING CALIFORNIA. NO APPLICATION TO REGISTER OR QUALIFY
THESE SECURITIES HAS BEEN OR WILL BE FILED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES COMMISSION.
SINCE THE SHARES RAVE NOT SEEN REGISTERED UNDER THE 1933 ACT, SAID SHARES ARE
"RESTRICTED" IN THAT NO SALE, OFFER TO SELL OR TRANSFER OF SUCH SHARES MAY BE
MADE UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT OR AN
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EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS THEN IN FACT
APPLICABLE TO SUCH SHARES.
THERE ARE SUBSTANTIAL RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES. THE
COMPANY HAS NO PRESENT INTENTION AND INVESTORS IN THE COMPANY HAVE NO RIGHTS TO
REQUIRE THAT SUCH SHARES BE REGISTERED UNDER THE 1933 ACT. RULE 144, ADOPTED
UNDER SAID ACT, RELEASE NO. 5223, JANUARY 11, 1972, AS AMENDED, WHICH PROVIDES
FOR CERTAIN SALES OF UNREGISTERED SECURITIES IN LIMITED AMOUNTS IN ACCORDANCE
WITH ITS TERMS AND CONDITIONS, IS NOT PRESENTLY AVAILABLE TO SUCH SHARES. THERE
IS NO MARKET FOR THE SHARES SINCE SUCH SHARES ARE "RESTRICTED."
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Associate has
hereunto set his hand and seal, all on the day and year first above written,
GLOBAL RESOURCES, INC.
An Alaska Corporation
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx,
Chief Executive Officer
ATTEST:
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XXXXXX X. XXXX
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"Associate" Print Name
/s/ XXXXXX X. XXXX
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"Associate" Signature
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Social Security Number
Temecula
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Xxxx
XX 00000
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State Zip Code
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EXHIBIT A
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1. 1992 Annual Report.
2. Quarterly Report on Form 10-Q for the Quarter ended March 31, 1993.
4. Proxy Statement for the 1993 Annual Meeting of Shareholders scheduled for
May 26, 1993.
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