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NON-STATUTORY STOCK OPTION AGREEMENT
NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement", made as of the 24th day of March, 1995 between
ISRAMCO, INC., a Delaware Corporation, (the "Company"), and, XXXXXX XXXXX (the
"Optionee"), residing at ___________________________________.
The Company hereby grants an option on 20,000 shares of Common Stock of
the Company, par value $.01 per share ("Common Stock") to the Optionee at the
price and in all respects subject to the terms, definitions and provisions of
this Agreement.
1. Option Price. The option price is $2.31 for each share.
2. Exercise of Option. This Option shall be exercisable by Optionee at
any time from time to time during the period commencing on the date hereof and
ending August 16, 2003 in accordance with the terms of this Agreement as
follows:
(i) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person
in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered, his address and
Social Security Number; and
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's counsel;
and
(c) be signed by the person or persons entitled to exercise
the Option.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check, and shall be delivered with the notice of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
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(ii) Restrictions on Exercise. As a condition to his exercise
of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.
3. Nontransferability of Option. This Option may not be transferred in
any manner.
4. Common Stock. The Optionee acknowledges that all of the Common Stock
being offered to Optionee has not been registered under the Securities Act of
1933 (the "Act"), as amended and such Common Stock may not be sold,
transferred, pledged, hypothecated, alienated, or otherwise assigned or
disposed of without either registration under such Act, qualification under
the exemption provided by Regulation A promulgated pursuant to such Act, or an
opinion of counsel which opinion is satisfactory to the Company to the effect
that such registration or qualification is not required.
5. Adjustments Upon Changes in Capitalization. If all or any portion of
the Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction of or by the Company, as a result of which shares of any
class shall be issued in respect of outstanding shares of the class covered by
the Option or shares of the class covered by the Option shall be changed into
the same or a different number of shares of the same or another class or
classes, the person or persons so exercising such an Option shall receive, for
the aggregate option price payable upon such exercise of the Option, the
aggregate number and class of shares equal to the number and class of shares
he would have had on the date of exercise had the shares been purchased for
the same aggregate price at the date the Option was granted and had not been
disposed of, taking into consideration any such stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction; provided, however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.
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6. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each
notice shall be deemed to have been given on the date it is received. Each
notice to the Company shall be addressed to it at its principal office, now at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, attention of the Secretary. Each
notice to the Optionee or other person or persons at the Optionee's address
set forth in the heading of this Agreement. Anyone to whom a notice may be
given under this Agreement may designate a new address by notice to that
effect.
7. Benefits of Agreement. This Agreement shall inure to the benefit of
and be binding upon each successor of the Company. All obligations imposed
upon the Optionee and all rights granted to the Company under this Agreement
shall be binding upon the Optionee's heirs, legal representatives, and
successors.
8. Resolution of Disputes. Any dispute or disagreement which should
arrive under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board
of Directors of the Company. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
9. Replacement Option. Optionee acknowledges that the option granted
hereunder replaces the option granted to Optionee on August 17, 1993, which
option has terminated.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year above written.
ISRAMCO, INC.
By:
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----------------------------------
XXXXXX XXXXX
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NON-STATUTORY STOCK OPTION AGREEMENT
NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement", made as of the 24th day of March, 1995 between
ISRAMCO, INC., a Delaware Corporation, (the "Company"), and, XXXXXX XXXXX (the
"Optionee"), residing at ___________________________________.
The Company hereby grants an option on 30,000 shares of Common Stock of
the Company, par value $.01 per share ("Common Stock") to the Optionee at the
price and in all respects subject to the terms, definitions and provisions of
this Agreement.
1. Option Price. The option price is $1.37 for each share.
2. Exercise of Option. This Option shall be exercisable by Optionee at
any time from time to time during the period commencing on the date hereof and
ending December 26, 1996 in accordance with the terms of this Agreement as
follows:
(i) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option, the number
of shares in respect of which it is being exercised, the
person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, his
address and Social Security Number; and
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel; and
(c) be signed by the person or persons entitled to
exercise the Option.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check, and shall be delivered with the notice of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
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(ii) Restrictions on Exercise. As a condition to his exercise
of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.
3. Nontransferability of Option. This Option may not be transferred in
any manner.
4. Common Stock. The Optionee acknowledges that all of the Common Stock
being offered to Optionee has not been registered under the Securities Act of
1933 (the "Act"), as amended and such Common Stock may not be sold,
transferred, pledged, hypothecated, alienated, or otherwise assigned or
disposed of without either registration under such Act, qualification under
the exemption provided by Regulation A promulgated pursuant to such Act, or an
opinion of counsel which opinion is satisfactory to the Company to the effect
that such registration or qualification is not required.
5. Adjustments Upon Changes in Capitalization. If all or any portion of
the Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction of or by the Company, as a result of which shares of any
class shall be issued in respect of outstanding shares of the class covered by
the Option or shares of the class covered by the Option shall be changed into
the same or a different number of shares of the same or another class or
classes, the person or persons so exercising such an Option shall receive, for
the aggregate option price payable upon such exercise of the Option, the
aggregate number and class of shares equal to the number and class of shares
he would have had on the date of exercise had the shares been purchased for
the same aggregate price at the date the Option was granted and had not been
disposed of, taking into consideration any such stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction; provided, however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.
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6. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each
notice shall be deemed to have been given on the date it is received. Each
notice to the Company shall be addressed to it at its principal office, now at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, attention of the Secretary. Each
notice to the Optionee or other person or persons at the Optionee's address
set forth in the heading of this Agreement. Anyone to whom a notice may be
given under this Agreement may designate a new address by notice to that
effect.
7. Benefits of Agreement. This Agreement shall inure to the benefit of
and be binding upon each successor of the Company. All obligations imposed
upon the Optionee and all rights granted to the Company under this Agreement
shall be binding upon the Optionee's heirs, legal representatives, and
successors.
8. Resolution of Disputes. Any dispute or disagreement which should
arrive under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board
of Directors of the Company. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
9. Replacement Option. Optionee acknowledges that the option granted
hereunder replaces the option granted to Optionee on December 27, 1991, which
option has terminated.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year above written.
ISRAMCO, INC.
By:
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XXXXXX XXXXX
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