Exhibit 4.10
SYNTROLEUM CORPORATION
STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of
this _____ day of __________, 199_, effective as of the ____ day of ________,
199_, by and between ____________________ ("Option Holder") and Syntroleum
Corporation, an Oklahoma corporation (the "Company").
WHEREAS, effective the ____ day of _________, 199_, the Company's Board of
Directors (the "Board") authorized the grant to Option Holder of options to
purchase _________ shares of the Company's common stock; and
WHEREAS, Option Holder and the Company desire to enter into this Agreement
setting forth the terms, conditions and restrictions applicable to the options.
NOW, THEREFORE, in consideration of the options granted and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows.
1. Grant of Options. The Company hereby grants to the Option Holder the
irrevocable right and option (the "Options") during the Option Period (as
defined in Section 2) to purchase, upon payment of the Exercise Price (as
defined in Section 3) all or any portion of ________ shares (the "Shares") of
the Company's common stock, par value $0.0005 per share.
2. Option Period. The Options shall be exercisable any time, and from
time to time, on or before the _____ of ___________, 2000 (the "Option Period").
After such date, the right to purchase any Shares remaining to be purchased
under the Options and pursuant to this Agreement, shall lapse and shall be of no
further force or effect. In the event of the death of Option Holder, the right
to purchase any Shares remaining to be purchased under the Options and pursuant
to this Agreement shall lapse and shall be of no further force or effect. In the
event of the termination of Option Holder's membership on the Board for any
reason, voluntarily or involuntarily, the right to purchase any Shares remaining
to be purchased under the Options and pursuant to this Agreement shall lapse and
shall be of no further force or effect.
3. Exercise Price. The price payable (the "Exercise Price") to the
Company by Option Holder upon exercise of Options is $______ per share, payable
in cash.
4. Manner of Exercise. Shares available for purchase pursuant to Options
exercised within the Option Period may be purchased by Option Holder delivering
to the Company written
notice specifying the number of Shares Option Holder then desires to purchase
which may be all or a portion of the Shares available for purchase, together
with the Exercise Price therefore payable in cash. Upon receipt of such written
notice and payment for the Shares, the Company shall promptly cause the Shares
to be issued fully paid and non-assessable, and cause a certificate(s) therefore
to be delivered to the Option Holder.
5. Transfer and Assignment. The Options granted in this Agreement shall
not be transferable by the Option Holder and distribution and are exercisable
during the Option Holder's lifetime only by him or her. No assignment or
transfer of the Options granted in this Agreement, or of the rights represented
thereby, whether voluntary or involuntary, by operation of law or otherwise,
shall vest in the assignee or transferee any interest or right herein
whatsoever, but immediately upon any such assignment or transfer the Options
shall terminate and become of no further effect.
6. Rights as Stockholder. Option Holder shall have no rights as a
stockholder with respect to any Shares covered by the Options until the date of
the actual issuance of the Shares to him. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date the Shares or any part thereof are issued pursuant to exercise of all
or any part of the Options.
7. Confidentiality. Option Holder agrees not to disclose to any person,
directly or indirectly, the terms of this Agreement or any other matters
relating to the Options or the Shares, including the number of Shares subject to
the Options or purchased hereunder, without the prior consent of the Company.
8. Option Holder's Representations and Warranties. Option Holder hereby
represents and warrants to the Company that:
(a) Option Holder acknowledges and understands that the Options and
underlying Shares are not registered under the Securities Act of 1933, as
amended, (the "Act") or any applicable state securities laws by reason of
claimed exemptions from registration thereunder which depend in part on
Option Holder's investment intention as outlined in this Agreement and that
he is aware that no federal or state agency has made any review, finding or
determination regarding the terms of the acquisition of the Options and
underlying Shares nor any recommendation or endorsement of the Options and
underlying Shares as an investment, and he must forego the security, if
any, that such a review would provide.
(b) The Options being granted and the underlying Shares will be held
by the Option Holder for investment purposes only and not with a view to or
for resale, transfer, or other distribution and that Option Holder has no
agreement or other arrangement, formal or informal, with any person to
sell, transfer or pledge any part of the Options or which would guarantee
him any profit or protect him against any loss with respect to the Options
and underlying Shares. Further, Option Holder has no plans to enter into
any such agreement or
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arrangement, and, consequently, Option Holder must bear the economic risk
of an investment in the Options and underlying Shares for an indefinite
period of time.
(c) Option Holder is the sole party in interest with respect to the
grant of the Options and issuance of the underlying Shares and has
sufficient knowledge and experience in financial and business matters to
enable him to evaluate the merits and risks of this investment.
(d) Option Holder recognizes the speculative nature and the high risk
of loss associated with the grant of the Options and issuance of the
underlying Shares and affirms that the transaction is suitable and
consistent with Option Holder's investment program and financial situation,
which enables Option Holder to bear the high risk of this investment.
(e) Option Holder understands and agrees that the Options and
underlying Shares are subject to certain restrictions or transfer and
further acknowledges that the Options and underlying Shares will be
"restricted" as defined in Rule 144 under the Act and therefore may not be
sold or transferred by Option Holder except pursuant to an effective
registration statement under the Act and applicable state securities laws
or unless exemptions from such registration are, in the opinion of the
Company's counsel, available with respect to such proposed sale or
transfer. Such exemptions are not now available and it is not anticipated
that any such exemptions will become available in the future.
9. Legality. Notwithstanding any other provision hereof, Option Holder
hereby agrees that Option Holder will not exercise the Options granted by this
Agreement, and that the Company will not be obligated to issue any Shares to
Option Holder upon such exercise, if the exercise of such Options or the
issuance of such Shares shall constitute a violation by Option Holder or the
Company of any provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be final, binding and
conclusive. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as the same shall be in
effect from time to time) or to take any other affirmative action in order to
cause the exercise of any Option or the issuance of Shares pursuant to such
exercise in order to comply with any law or regulation of any governmental
authority.
10. Options Proportionate to Common Stock. The Shares with respect to
which the Options granted in this Agreement may be exercised are shares of
Common Stock of the Company as presently constituted. If, and whenever, prior to
the delivery by the Company of all of the Shares of the Common Stock with
respect to which the Options have been granted, the Company shall effect a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend, then (a) in the event of an increase in the number
of shares outstanding, the number of Shares then remaining subject to the
Options under this Agreement shall be proportionately increased, and the cash
contribution payable per share pursuant to an Option shall be proportionately
reduced; and (b) in the event of a reduction in the number of shares
outstanding, the number of
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Shares then remaining subject to the Options under this Agreement shall be
proportionately reduced, and the cash contribution payable per share upon
exercise of any such Options shall be proportionately increased.
11. No Effect on Company Financial Decisions. The existence of the
Options granted in this Agreement shall not affect in any way the right or the
power of the Company of its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or preceding, whether
of a similar character or otherwise.
12. Notice. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as herein provided,
however, that unless and until some other address be so designated, all notices
or communications by Option Holder to the Company shall be mailed or delivered
to the Company at the offices of its Secretary at Suite N, 0000 Xxxxx 000xx Xxxx
Xxxxxx, Xxxxx, Xxxxxxxx 00000, and all notice or communications by the Company
to Option Holder may be given to tle Option Holder personally or may be mailed
to him.
13. Governing Law. The validity and effect of this Agreement and the
rights and obligations of the parties, and all other persons affected by this
Agreement shall be construed and determined in accordance with the laws of the
State of Oklahoma.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the date first above written.
SYNTROLEUM CORPORATION
/s/ Xxxxxxx X. Xxxx
________________________________
Xxx Xxxx, President
"OPTION HOLDER"
________________________________
[Name]
Address: ____________________
____________________
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SCHEDULE
Stock Option Agreements in substantially the form of this Exhibit 4.10 were
entered into on February 7, 1996 with each of Xxxxx X. Xxxx, Xx., Xxxxx X.
Xxxxxxxx, Xxxxxx Xxxxxx, Xx., Xxxxx X. Xxxxxx, P. Xxxxxxx Xxxxxx and J. Xxxxxx
Xxxxxxxx. The Stock Option Agreements of Messrs. Albe, Xxxxxxxx, Xxxxxx and
Xxxxxx provide for options to purchase 25,798 shares at a purchase price of
$0.39 per share on or before June 10, 2000. The Stock Option Agreements of
Messrs. Xxxxxx and Sheridan provide for options to purchase 25,798 shares at a
purchase price of $0.39 per share on or before November 17, 2000. The foregoing
reflects adjustments made pursuant to the Agreement and Plan of Merger dated as
of March 30, 1998 by and between SLH Corporation, a Kansas corporation, and
Syntroleum Corporation, an Oklahoma corporation.
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