Solomon Technologies, Inc. August 15, 2008 Stock Option Agreement
Solomon
Technologies, Inc.
August
15, 2008
Solomon
Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to
Xxxxxxx X. X’Xxxxxx (the “Optionee”) an option to purchase shares of its Common
Stock, par value $0.001 per share (the “Common Stock”), subject to the
following:
1. Grant
of Option.
The
Company hereby grants to the Optionee the option to purchase from the Company
upon the terms and conditions hereinafter set forth ten million shares of Common
Stock (the “Option Shares”) at a purchase price of three cents ($0.03) per share
(the “Option”). The date of grant of this Option is August 15, 2008 (“Date of
Grant”).
2. Relationship
to Plan.
This
Option is a non-qualified option that is not granted pursuant to the Company’s
2003 Stock Plan.
3. Option
Term.
The
term of the Option and of this Option Agreement (the "Option Term") shall
commence on the Date of Grant set forth above and shall terminate May 31, 2013
(the "Expiration Date"). As of the Expiration Date, all rights of the Optionee
hereunder shall terminate.
4. Conditions
of Exercise.
The
Option is fully vested and unconditionally exercisable as provided
herein.
5. Termination
of Services.
(a) If
the
employment of the Optionee by, or the services of the Optionee as a director
of,
or consultant or advisor to, the Company or a subsidiary corporation of the
Company shall be terminated for any reason, then this Option may be exercised
at
any time within one (1) year after such termination. For purposes of this
subsection (a), if the Optionee leaves the employ or services of the Company
to
become an employee or non-employee director of, or a consultant or advisor
to, a
subsidiary corporation of the Company or a corporation (or subsidiary or parent
corporation of the corporation) that has assumed the obligation of the Company
set forth in this Stock Option Agreement as a result of a corporate
reorganization or the like, the Optionee shall not be considered to have
terminated his or her employment or services.
(b)
If
the Optionee dies while employed by, or while serving as a non-employee director
of or a consultant or advisor to, the Company or a subsidiary corporation of
the
Company, then this Option may be exercised by the estate of the Optionee, or
by
a person who acquired the right to exercise this Option by bequest or
inheritance or by reason of the death of the Optionee, at any time within one
(1) year after such death.
(c)
If
the Optionee ceases employment or services because of (i) permanent and total
disability as set forth in Option’s Amended 2008 Employment Agreement and Plan
while employed by, or while serving as a non-employee director for or consultant
or advisor to, the Company or a subsidiary corporation of the Company, then
this
Option may be exercised at any time within one (1) year after the Optionee’s
termination of employment, termination of directorship or termination of
consulting or advisory services, as the case may be, due to the
disability.
6. Methods
of Exercise.
This
Option shall be exercisable by a written notice in the form adopted by the
Board
or the Committee that specifies the number of shares to be purchased. The notice
shall be accompanied by payment of the full amount of the option price
(i) by cash or check payable to the Company, (ii) by the delivery to
the Company of shares of the Company’s stock having a value equal to the
exercise price, or (iii) by a combination of the foregoing. Upon receipt of
such payment, the Company will thereafter deliver or cause to be delivered
to
the Optionee (or if any other individual or individuals are exercising this
option, to such individual or individuals) at the office of the Company, a
certificate or certificates for the number of shares with respect to which
this
Option is being exercised, registered in the name or names of the individual
or
individuals exercising the option; provided, however, that if any law or
regulation or order of the Securities and Exchange Commission (“Commission”) or
other body having jurisdiction in the premises shall require the Company or
Optionee (or other individual or individuals exercising this option) to take
any
action in connection with the shares being purchased, the delivery of the
certificate or certificates for such shares shall be delayed until such action
has been taken.
7.
Piggyback
Registration Rights.
If at
any time after the date hereof, the Company shall determine to prepare and
file
with the Commission a registration statement (“Registration Statement”) relating
to an offering for its own account or the account of others of any of its equity
securities (other than on Form S-4 or Form S-8 or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans), then the Company
shall send a written notice of such determination to Optionee and, if within
ten
calendar days after the date of delivery of such notice, Option shall so request
in writing, the Company shall include in such registration statement all or
any
part of the shares of the Company’s common stock underlying the Option
(“Underlying Shares”) as the Optionee requests to be registered so long as such
Underlying Shares are proposed to be disposed in the same manner as those
securities set forth in the registration statement; provided, however, if the
offering is an underwritten offering and was initiated by the Company or at
the
request of a shareholder, and if the managing underwriters advise the Company
that the inclusion of Underlying Shares requested to be included in the
Registration Statement would cause an adverse effect on the success of any
such
offering, based on market conditions or otherwise (an “Adverse Effect”), then
the Company shall be required to include in such Registration Statement, to
the
extent of the amount of securities that the managing underwriters advise may
be
sold without causing such Adverse Effect, (a) first, the securities of the
Company and (b) second, the shares, including the Underlying Shares, of all
shareholders, on a pro rata basis, requesting registration and whose shares
the
Company is obligated by contract to include in the Registration Statement;
provided, further, however, to the extent that all of the Underlying Shares
are
not included in the initial Registration Statement, the Optionee shall have
the
right to request the inclusion of its Underlying Shares in subsequent
Registration Statements until all such Shares have been registered in accordance
with the terms hereof and all such Underlying Shares have been registered in
accordance with the terms thereof. If the offering in which the Underlying
Shares is being included in a Registration Statement is a firm commitment
underwritten offering, unless otherwise agreed by the Company, the Optionee
shall sell its Underlying Shares in such offering using the same underwriters
and, subject to the provisions hereof, on the same terms and conditions as
the
other shares of Common Stock that are included in such underwritten offering.
The Company shall use its best efforts to cause any Registration Statement
to be
declared effective by the Commission as promptly as is possible following it
being filed with the Commission and to remain effective until all Underlying
Shares subject thereto have been sold. All fees and expenses incident to the
performance of or compliance with this Section 7 by the Company shall be borne
by the Company whether or not any Underlying Shares are sold pursuant to the
Registration Statement. The Company shall indemnify and hold harmless the
Optionee to the fullest extent permitted by applicable law, from and against
any
and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, the
“Losses”),
as
incurred, arising out of or relating to (i) any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
prospectus included therein or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to
be
stated therein or necessary to make the statements therein (in the case of
any
prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading or (ii) any violation
or alleged violation by the Company of the Securities Act of 1933, as amended
(“Securities Act”), the Securities Exchange Act of 1934 or any state securities
law, or any rule or regulation thereunder, in connection with the performance
of
its obligations under this Section 7, except to the extent, but only to the
extent, that such untrue statements or omissions referred to in (i) above are
based solely upon information regarding the Optionee furnished in writing to
the
Company by the Optionee expressly for use therein, or to the extent that such
information relates to the Optionee or the Optionee’s proposed method of
distribution of Underlying Shares and was reviewed and expressly approved in
writing by the Optionee expressly for use in the Registration Statement, such
prospectus or such form of prospectus or in any amendment or supplement thereto.
The rights of the Optionee under this Section 7 shall survive for so long as
this Option is exercisable until all Underlying Shares have been either
registered under a Registration Statement or been sold pursuant to an exemption
to the registration requirements of the Securities Act.
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8. Purchase
for Investment.
This
Option is granted on the condition that the purchase of shares of Common Stock
hereunder shall be for the account of the Optionee (or other individual or
individuals exercising this option) for investment purposes and not with a
view
to the resale or distribution thereof, except that such condition shall be
inoperative if the offering and sale of shares subject to the Option is
registered under the Securities Act, or if in the opinion of counsel for the
Company such shares may be resold without registration. At the time of any
exercise of the Option, the Optionee (or other individual or individuals
exercising this option) will execute such further agreements as the Company
may
require to implement the foregoing condition and to acknowledge the Optionee’s
(or such other individual’s) familiarity with restrictions on the resale of the
shares under applicable securities laws.
9. Nontransferability
of Option.
This
Option shall not be transferable by the Optionee otherwise than by will or
the
laws of descent or distribution, and this Option shall be exercisable during
the
Optionee’s lifetime only by him or her.
10. Governing
Law and Interpretation.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware. It shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal
representatives.
11. Miscellaneous.
The
Optionee shall have no rights as a stockholder with respect to the shares
subject to this Option until the exercise of the Option and the issuance of
a
stock certificate for the shares with respect to which the Option shall have
been exercised. Nothing herein contained shall impose any obligation on the
Company or the Optionee with respect to the Optionee’s employment by the
Company. Nothing herein contained shall impose any obligation upon the Optionee
to exercise the option.
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IN
WITNESS WHEREOF, the Company and the Optionee have caused this agreement to
be
executed on the date first above written.
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SOLOMON
TECHNOLOGIES, INC.
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By:
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/s/
Xxxxx X. XxXxxxxxx, Xx.
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Name:
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Xxxxx
X. XxXxxxxxx, Xx..
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Title:
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President
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OPTIONEE
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/s/
Xxxxxxx X. X’Xxxxxx
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Xxxxxxx
X. X’Xxxxxx
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