Exhibit 10.21
Form 10-SB
Energytec, Inc.
ENERGYTEC, INC.
RESTRICTED STOCK OPTION AGREEMENT FOR DIRECTORS
This Restricted Stock Option Agreement (the "Agreement") is made as of this
1st day of March 2002, by and between Energytec, Inc., a Nevada corporation (the
"Company"), and _____________ ("Optionee"), an incumbent director of the Company
as of that date.
PREAMBLE
WHEREAS, concurrently herewith the Company and Optionee are entering into a
Restricted Stock Option Agreement (the "Option Agreement") providing for the
grant by the Company to Optionee of certain options (the "Options") to acquire
200,000 shares of common stock of the Company, par value $.001 per share (the
"Common Stock");
WHEREAS, the Option has been approved by the Board of Directors of the
Company;
WHEREAS, the shares of Common Stock to be purchased by Optionee upon the
exercise, if any, of the Option will be subject to certain restrictions on
transfer and other terms and conditions set forth herein; and
WHEREAS, the Company and Optionee wish to set forth certain additional
conditions to the grant of the Option for the shares of Common Stock to Optionee
and any subsequent sale of the Common Stock;
NOW, THEREFORE, for and in consideration of the foregoing and the mutual
covenants and promises hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Grant of Option. Concurrently with the execution and delivery of this
Agreement, the Company has agreed to grant an option to acquire
200,000 shares of the Common Stock of the Company for a purchase price
of twenty cents ($0.20) per share subject to expiration of the Option
on June I, 2004. The Common Stock shall be subject to all the terms,
conditions and restrictions set forth in this Agreement.
2. Exercise of Option. The Option may be exercised after the Option Date
of March 1, 2002 from time to time in full or in part in minimum
amounts of 20,000 shares of Common Stock. Any portion of the Option
not exercised by June 1, 2004 shall be forfeited. Nothing herein shall
require the Optionee to exercise any or all of the rights granted
under this Agreement.
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3. Payment for Common Stock. Each exercise of the Option must be in
writing and accompanied by a check for payment in full for the amount
of Common Stock being acquired upon that exercise. Checks shall be
made payable to Energytec, Inc.
4. Stock Legend. The Company and Optionee agree that all certificates
representing all shares of Common Stock that at any time are subject
to the provisions of this Agreement will have endorsed upon them in
bold-faced type a legend in substantially the following form:
RESTRICTIONS ON THE OWNERSHIP RIGHTS OF THE STOCK REPRESENTED BY THIS
CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO A RESTRICTED STOCK OPTION
AGREEMENT DATED MARCH 1, 2002. A COPY OF THE RESTRICTED STOCK OPTION
AGREE:MENT IS ON FILE AT THE PRINCIP AL OFFICE OF THE COMP ANY AND WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY
THE COMP ANY AT ITS PRINCIP AL PLACE OF BUSINESS OR REGISTERED OFFICE OF A
WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH COPY.
i. The Option is granted on condition that the purchase of shares of
Common Stock pursuant to the Option shall be for the account of
Optionee for investment purposes and not with a view to the
resale or further distribution thereof unless the shares of
Common Stock are registered under the Securities Act of 1933, as
amended, or if, in the opinion of counsel for the Company, the
shares may be resold without registration.
ii. The Option shall not be transferable by Optionee or otherwise
than by the laws of descent and distribution, and this Option
shall be exercisable during Optionee's lifetime only by him.
5. Notices. Any notice required to be given hereunder will be deemed to
be duly given on the date of delivery if delivered in person or on the
date of mailing if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the party or parties that are to
receive such notice at the addresses indicated on the signature page
of this Agreement. The address of Optionee or the Company may be
changed only by giving written notice to the other party of such
change of address.
6. Entire Agreement; Counterparts. This Agreement contains the entire
understanding between the parties concerning the subject contained in
this Agreement. There are no representations, agreements,
arrangements, or understandings, oral or written, between or among the
parties hereto, relating to the subject matter of this Agreement, that
are not fully expressed herein. This Agreement may be signed in one or
more counterparts, all of which shall be considered one and the same
agreement.
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7. Term. This Agreement will terminate June 1, 2004.
8. Further Assurances. Each party to this Agreement agrees to perform all
further acts and to execute and deliver all further documents as may
be reasonably necessary to carry out the intent of this Agreement.
9. Severability .In the event that any of the provisions, or portions
thereof, of this Agreement are held to be unenforceable or invalid by
any court of competent jurisdiction, the validity and enforceability
of the remaining provisions, or portions thereof, will not be
affected, and such unenforceable provisions shall be automatically
replaced by a provision as similar in terms as may be valid and
enforceable.
10. Construction. Whenever used in this Agreement, the singular number
will include the plural, and the plural number will include the
singular, and the masculine or neuter gender shall include the
masculine, feminine, or neuter gender. The headings of the Sections of
this Agreement have been inserted for purposes of convenience and
shall not be used for interpretive purposes.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
12. Successors. The provisions of this Agreement will benefit and will be
binding upon the assigns, successors in interest, personal
representatives, estates, heirs and legatees of each of the parties
hereto.
13. Specific Performance. Each of the parties hereto acknowledges and
agrees that in the event of any breach of this Agreement, the
non-breaching parties would be irreparably harmed and could not be
made whole by monetary damages. Each of the parties hereto accordingly
agrees to waive the defense in any action for injunction or specific
performance that a remedy at law would be adequate and that the
parties hereto, in addition to any other remedy to which they may be
entitled at law or in equity, shall be entitled to an injunction or to
compel specific performance of this Agreement.
14. Amendment. This Agreement may only be amended by the written consent
of all of the parties to this Agreement at the time of such amendment.
15. Disclosure of Information. Optionee recognizes and acknowledges that
the Company's trade secrets and proprietary information and know-how,
as they may exist from time to time, are valuable, special and unique
assets of the Company's business, access to and knowledge of which are
essential to the performance of Optionee's duties hereunder. Optionee
will not, during or after his term as an officer or director of the
Company, in whole or in part, disclose such secrets, information or
know-how to any person, firm, corporation, association or other entity
for any reason or purpose whatsoever, nor shall Optionee make use of
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any such property for his own purposes or for the benefit of any
person, firm, corporation or other entity ( except the Company) under
any circumstances during or after such term, provided that after he
ceases to be an officer or director of the Company, these restrictions
shall not apply to such secrets, information and know-how which are
then in the public domain (provided that Optionee was not responsible,
directly or indirectly, for such secrets, information or processes
entering the public domain without the Company's consent). Optionee
agrees to hold as the Company's property, all memoranda, books,
papers, letters, processes, computer software, records, financial
information, policy and procedure manuals, training and recruiting
procedures and other data, and all copies thereof and therefrom, in
any way relating to the Company's business and affairs, whether made
by him or otherwise coming into his possession, and when he ceases to
be an officer or director of the Company, or on demand of the Company,
at any time, to deliver the same to the Company.
16. Miscellaneous. The Optionee shall have no rights hereunder 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.
Moreover, the Company makes no representation as to the tax treatment
to the Optionee upon receipt or exercise of the Option or sale or
other disposition of the shares covered by the option.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date first above written.
ENERGYTEC, INC.
By:
Title:
OPTIONEE
_______________________________
SPOUSAL CONSENT
The spouse of ___________ is aware of, understands, and consents to the
provisions of the foregoing Restricted Stock Option Agreement and its binding
effect upon any community property interest or marital settlement awards he or
she may now or hereafter own or receive, and agrees that the termination of the
marital relationship with Optionee for any reason shall not have the effect of
removing any Shares subject to the Restricted Stock Option Agreement from the
coverage thereof and such spouse's awareness, understanding, consent, and
agreement is evidenced by her signature below.
______________________________
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