GEODYNAMICS CORPORATION
BRUCE J. GORDON (SHORT-TERM) STOCK PURCHASE OPTION
THIS (SHORT-TERM) STOCK PURCHASE OPTION (the "Option") is
made and entered into at Torrance, California on the date
hereinafter set forth by and between GEODYNAMICS CORPORATION, a
California Corporation, hereinafter called the "Company", and
BRUCE J. GORDON, hereinafter called "Gordon".
WHEREAS:
A. Gordon is the President and Chief Executive Officer of
the Company; and
B. The Company wishes to grant to Gordon this option to
purchase stock in the Company in accordance with Section 4.1 of
his Employment Agreement with the Company (the "Employment
Agreement").
NOW, THEREFORE, in consideration of the premises, it is
agreed as follows:
1. GRANT OF OPTION. Subject to the conditions set
forth herein, the Company hereby grants to Gordon the right,
privilege and option to purchase fifteen thousand (15,000) shares
(the "Option Shares") of its Common Stock at EIGHT DOLLARS
($8.00) per share (the "Option Price"), in the manner hereinafter
provided.
2. TIME OF EXERCISE OF OPTION. This Option may be
exercised by Gordon only if he is no longer acting as President
or Chief Executive Officer of the Company, or immediately, should
there be a "change of control" of the Company, which shall mean:
(i) the direct or indirect sale or exchange of substantially all
of the stock of the Company; or (ii) a merger in which the
shareholders of the stock of the Company do not retain at least a
majority of the beneficial interest in the voting stock of the
Company, or (iii) a sale or exchange of all or substantially all
of the assets of the Company, then this Option may be exercised
in full by Gordon.
3. METHOD OF EXERCISE. Stock purchased under this
Option shall, at the time of purchase, be paid for in full. To
the extent that the right to purchase shares has accrued
thereunder, this Option may be exercised, from time to time, by
written notice to the Company stating the number of shares with
respect to which this Option is being exercised and the time of
delivery thereof, which shall be at least fifteen (15) days after
the giving of such notice, unless an earlier date shall have been
mutually agreed upon. At the time specified in such notice, the
Company shall, without transfer or issue tax to Gordon, deliver
to him at the main office of the Company, or at such other place
as shall be mutually acceptable, a certificate or certificates
for such shares, against the payment of the Option Price, in
full, for the number of shares to be delivered, by certified or
bank cashier's check, or the equivalent thereof acceptable to the
Company. Provided, however, that the time of such delivery may
be postponed by the Company for such period as may be required
for it, with reasonable diligence, to comply with any
requirements of any state or federal agency or any securities
exchange. Provided, further, that in the event that the
California Commissioner of Corporations has imposed an escrow
upon the stock of the Company, said shares shall be delivered to
the escrow holder previously designated by said Commissioner of
Corporations, rather than to Gordon. If Gordon fails to accept
delivery of and pay for all or any part of the number of shares
specified in the notice given by Gordon, upon tender and delivery
of said shares, Gordon's right to exercise this Option with
respect to such undelivered shares shall be terminated.
4. TERMINATION OF OPTION. Except as herein otherwise
stated, this Option, to the extent not theretofore exercised,
shall terminate forthwith as follows:
3,000 shares January 2, 1996
3,000 shares March 31, 1996
3,000 shares June 30, 1996
3,000 shares September 30, 1996
3,000 shares December 31, 1996
Total: 15,000 shares
5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If,
and to the extent that the number of issued shares of Common
Stock of the Company shall be increased or reduced by a change in
par value, split-up, reclassification, distribution of a dividend
payable in stock, or the like (but not dividends payable in
cash), the number of Option Shares subject to this Option, and
the Option Price therefor, shall be proportionately adjusted. If
the Company is reorganized or consolidated, or merged with
another corporation, Gordon shall be entitled to receive options
covering shares of such reorganized, consolidated or merged
Company in the same proportion, at an equivalent price, and
subject to the same conditions. For purposes of the preceding
sentence, the excess of the aggregate fair market value of the
shares subject to this Option immediately after the
reorganization, consolidation, or merger over the aggregate
Option Price of such shares, shall not be more than the excess of
the aggregate fair market value of all shares subject to this
Option immediately before such reorganization, consolidation, or
merger over the aggregate Option Price of such shares, and the
new option or the assumption of the old option shall not give
Gordon additional benefits which he did not have under the old
option.
6. RIGHTS PRIOR TO EXERCISE OF OPTION. This Option
is non-transferable by Gordon, and is exercisable only by him,
and Gordon shall have no rights as a shareholder of shares
subject to this Option until payment of the Option Price and the
delivery of such shares as herein provided. Provided, however,
that this Option may be exercisable by Gordon's executor or
personal representative within six (6) months after his death.
7. RESTRICTIONS ON ISSUANCE OF SHARES. The Company
shall not be obligated to sell and issue any shares pursuant to
this Option, unless permission to issue said shares has first
been obtained from the Commissioner of Corporations of the State
of California, and, further, unless the shares with respect to
which this Option is being exercised are, at the time,
effectively registered, or exempt from registration, under the
Securities Act of 1933, as amended.
8. BINDING EFFECT. This Option shall be binding upon
the heirs, executors, administrators and successors of the
parties hereto.
IN WITNESS WHEREOF, the parties have caused this Option to
be executed this 14th day of June, 1995.
COMPANY:
GEODYNAMICS CORPORATION
By:_________________________________
Title:_______________________________
GORDON:
/s/ Bruce J. Gordon
BRUCE J. GORDON