EXHIBIT 10.45
EMPLOYEE STOCK OPTION AGREEMENT
UNDER THE GRANT GEOPHYSICAL, INC.
1997 EQUITY AND PERFORMANCE INCENTIVE PLAN
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into
effective as of March 31, 2003 by and between Grant Geophysical, Inc., a
Delaware corporation (the "Company"), and Xxxxx Xxxxxx ("Optionee"). Any
capitalized terms included herein and not otherwise defined shall have the
meanings provided in the Grant Geophysical, Inc. 1997 Equity and Performance
Incentive Plan (as amended from time to time, the "Plan").
WHEREAS, in recognition of his service as a consultant to Solid State
Geophysical, Inc. ("Solid State"), a wholly owned subsidiary of the Company,
pursuant to that certain Consulting Agreement (the "Consulting Agreement"),
dated January 1, 2001, by and among Solid State, Crossbay Ventures Ltd. and
Optionee, the Company desires to grant Optionee an option to purchase 400,000
shares of common stock, $0.001 par value per share, of the Company (the "Common
Stock"), in accordance with the Plan.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, it is agreed by and between the
parties as follows:
X.
Xxxxx of Option
The Company hereby grants to Optionee, effective as of the date hereof
(the "Date of Grant"), the right, privilege and option to purchase 400,000
shares of Common Stock (the "Option") at an exercise price of $2.00 per share
(the "Exercise Price"). The Option shall be exercisable at the times specified
in Section II below. The Option is a non-qualified stock option and shall not be
treated as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended.
II.
Time of Exercise
2.1 Subject to the further provisions of this Agreement, on or
after the Date of Grant, the Optionee shall be entitled to exercise all or any
portion of the Option at any time.
2.2 The Option shall expire and may not be exercised later than 10
years after the Date of Grant.
III.
Method of Exercise of Option
3.1 Optionee may exercise all or any portion of the Option, by
delivering to the Company a signed written notice of his intention to exercise
the Option, specifying therein the number of shares of Common Stock to be
purchased, coupled with payment of the Exercise Price multiplied by the number
of shares of Common Stock to be purchased (the "Purchase Price"). Upon receiving
such notice and after the Company has received full payment of the Purchase
Price, the Company shall cause to be issued to Optionee a stock certificate for
the number of shares of Common Stock being acquired. The Optionee shall not have
any rights as a stockholder until the stock certificate representing the Option
shares is issued to him.
3.2 The Exercise Price shall be paid in cash or by check
acceptable to the Company.
IV.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
V.
Non-Transferability
The Option granted hereby may not be transferred, assigned, pledged or
hypothecated in any manner, other than by will or by the laws of descent and
distribution and shall not be subject to execution, attachment or similar
process.
VI.
Inconsistent Provisions
The Option granted hereby is subject to the provisions of the Plan in
effect on the date hereof and as it may be amended from time to time hereafter.
In the event any provision of this Agreement conflicts with a provision of the
Plan, the provisions of the Plan shall control.
VII.
Lack of Registration
and
Public Market for Common Stock
7.1 There is no guarantee that a public market for the Company's
Common Stock will ever develop. Shares received upon exercise of the Option may
only be sold following registration under applicable securities laws or pursuant
to an exemption from registration.
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7.2 The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, that
notwithstanding any other provision in this Agreement, the Option shall not be
exercisable if, in the opinion of counsel to the Company, the exercise thereof
would result in violation of any such law.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.
GRANT GEOPHYSICAL, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx Xxxxx
President
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Optionee
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