EXHIBIT 4.5
H POWER CORP.
STOCK OPTION AGREEMENT
AGREEMENT made as of the ______ day of _______, by and between H Power
Corp., a Delaware corporation (the "Company") and ______________
(the "Optionee").
WITNESSETH
WHEREAS, pursuant to a resolution of the Board of Directors on __________
the Company has agreed to grant to the Optionee an option to purchase shares of
common stock, $.001 par value, of the Company (the "Common Stock") upon the
terms and conditions set forth in this agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT
The Company hereby grants to the Optionee an option to purchase ________
shares of Common Stock, at an exercise price per share (the "Exercise
Price") equal to the price per share of ________ (the "Option"). This
Option is intended to be treated as an Option which does not qualify as
an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. EXERCISE
The Option granted hereunder shall vest and be exercisable hereunder at
any time from ____________.
3. METHOD OF EXERCISE
The Option may be exercised from time to time by delivering to the
Secretary of the Company:
(a) a written notice specifying the number of shares to be purchased,
and
(b) payment in full of the Exercise Price, together with the amount, if
any, deemed necessary by the Company to enable it to satisfy any
income tax withholding obligations with respect to the exercise
(unless other arrangements acceptable to the Company are made for
satisfaction of such withholding obligations).
The Exercise price shall be payable in cash or by bank or certified check
or shares of Common Stock of the Company or Options of the Company
("Cashless Exercise") with a fair market value, equal to the Exercise
Price for each Option share to be purchased. For purposes of making
payment of the aggregate Exercise Price by Cashless Exercise, the fair
market value of any share of Common Stock shall be equal to the closing
price of a share of Common Stock reported on NASDAQ or other principal
exchange on which the Common Stock is listed as of the business day
immediately prior to the day of exercise and the fair market value of any
Option shall be equal to the difference between the aforesaid closing
price per share and the Exercise Price of the Option, provided however,
that if at the time of determination the shares are not listed, then the
fair market per share shall be deemed to have a value as determined by a
good faith determination of the Board of Directors of the Company.
The Optionee may exercise the Option for less than the total number of
Shares for which the Option is exercisable, provided that a partial
exercise may not be for less than one hundred (100) Shares, except during
the final year of the Option, and shall not include any fractional Shares.
4. TERMINATION OF OPTION
The Option shall terminate and expire upon the earlier of:
(a) the termination of the Option pursuant to Section 5 hereof; or
(b) __________________
5. ADJUSTMENTS
If there are any changes in the capitalization of the Company affecting
in any manner the number or kind of outstanding shares of Stock of the
Company, whether such changes have been occasioned by reorganization,
combination of shares, declaration of stock dividends, stock splits,
reclassifications or recapitalizations of such stock, the merger or
consolidation of the Company with some other corporation (and provided
the Option does not thereby terminate pursuant to Section 5 hereof) or
other similar transaction, then the number and kind of Shares then
subject to the Option and the price to be paid therefor shall be
appropriately adjusted by the Company, provided, however, that in no
event shall any such adjustment result in the Company being required
to sell or issue a fractional share of stock.
6. CESSATION OF CORPORATE EXISTENCE
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all the assets of the Company
or of more than 80% of the then outstanding stock of the Company to
another corporation or entity, the Option granted hereunder shall
terminate on the day before the consummation of such transaction and the
Company shall have the right, but shall not be obligated, to accelerate
the time in which the Option may be exercised, unless provision
be made in writing in connection with such transaction for the
assumption of the Option or for the substitution for the Option of a new
option to purchase the stock of a successor employer corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to number
and kind of shares and the price thereof, in which event the Option
granted herein shall continue in the manner and under the terms so
provided.
7. NON-TRANSFERABILITY
The Option is not assignable or transferable, either voluntarily or by
operation of law, otherwise than by will or by the laws of descent and
distribution, and is exercisable, during the Optionee's lifetime, only
by the Optionee.
8. WAIVER OF SHAREHOLDER RIGHTS
The Optionee or other person entitled to exercise the Option shall have no
rights as a stockholder with respect to any shares subject hereto until
the Optionee or such person has become the holder of record of such
shares and no adjustment (except such adjustments as may be effected
pursuant to the provisions of Section 5 hereof) shall be made for
dividends or distributions of rights in respect of such shares for which
the record date is prior to the date on which the Optionee or such person
becomes the holder of record.
9. MISCELLANEOUS
(a) This agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted
assigns.
(b) This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware. This agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof and may not be modified except by written instrument
executed by the parties.
IN WITNESS WHEREOF, this agreement has been executed as of the date first
Above written.
H POWER CORP.
By:
----------------------------
By:
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SCHEDULE OF OPTIONEES
Number of
Shares/Excercise
Name Date of Xxxxx Xxxxx Vesting Schedule
Xxxxxx Xxxxxxxxx June 1, 1996 250,000/$2.50 Exercisable any time from issuance to
May 31, 2001
Xxxxxx Xxxxxxxxx July 27, 1999 500,000/$3.00 Exercisable any time from issuance to
May 31, 2004
Xxxxxx Xxxxxxxxx April 5, 2000 300,000/$16.00 Exercisable any time from issuance to
April 5, 2005
Xxxxx Xxxxxxx Oct. 7, 1996 750,000/$2.50 Fully exercisable after October 5, 1998
Xxxxx Xxxxxxx July 31, 1997 250,000/$2.50 Fully exercisable after October 6,
2000
Xxxxxxxxx Xxxxxx June 1, 1996 250,000/$2.50 Exercisable any time from issuance to
May 31, 2001
Xxxxxxxxx Xxxxxx July 27, 1999 500,000/$3.00 Exercisable any time from issuance to
May 31, 2004
Xxxxxxxxx Xxxxxx April 5, 2000 300,000/$16.00 Exercisable any time from issuance to
April 5, 2005
Xxxxxx Xxxxxxx March 17, 2000 15,625/$16.00 a. 5,205 shares from March 17, 2000
through March 17, 2005
b. 5,210 shares from March 17, 2001
through March 17, 2005
c. 5,210 shares from March 17, 2002
through March 17, 2005
Xxxxxx Xxxxx July 27, 1999 100,000/$3.00 Exercisable any time from issuance to
July 31, 2004
NBG Technologies, March 29, 2000 250,000/$16.00 Exercisable any time from issuance to
Inc. March 29, 2005
Xxxxxxx May 31, 2000 40,000/$2.50 Exercisable any time from issuance to
Communications May 31, 2005
Group, Inc. d/b/a
Xxxxx & Co.
