EXHIBIT 10.15
[COMMONWEALTH
ENERGY CORPORATION
LOGO]
OPTION TO PURCHASE COMMON STOCK OF
COMMONWEALTH ENERGY CORPORATION
This is to certify that, for good and valuable consideration Ian B.Carter,
Trustee Sole Proprietor Profit Sharing Plan (the "Holder"), is entitled to
purchase, subject to the provisions of this Option, from Commonwealth Energy
Corporation, a California corporation (the "Company"), during the time of the
option period on or before December 31, 2004 (the "Exercise Period") 100,000
shares of the Company's Common Stock (the "Common Stock"), at a cash price of
$.50 per share. The shares of Common Stock deliverable upon such exercise, and
as adjusted from time to time, are hereinafter sometimes referred to as "Option
Shares" and the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter referred to as the "Exercise
Price."
1. Exercise of Option. Subject to the provisions of Section 6 hereof, this
Option may be exercised in whole or in part at any time or from time to time, in
minimum increments of one thousand shares, during the Exercise Period by
presentation and surrender of this Option to the Company at its principal
office, with the Purchase Form annexed hereto duly executed and accompanied by
payment of the Exercise Price for the number of shares specified in such form.
If this Option should be exercised in part only, the Company shall, upon
surrender of this Option for cancellation, execute and deliver a new Option
evidencing the rights of the Holder thereof to purchase the balance of the
shares purchasable hereunder. Upon receipt by the Company of this Option and
payment of the Exercise Price at its office, in proper form for exercise, the
Holder exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder. Following proper
exercise of this Option, a certificate for the shares purchased, registered in
the name of the person entitled to receive such shares, shall be promptly
delivered to such person. The Option Fee paid by the Holder to the Company shall
be credited toward the Exercise Price of the Option.
2. Reservation of Shares. The Company hereby agrees that all times there
shall be reserved for issuance and/or delivery upon exercise of this option such
number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of this Option. All shares issued upon proper exercise of
this Option shall be validly issued, fully paid and nonassessable.
3. Fractional Shares. No fractional shares shall be issued upon the
exercise of this Option.
4. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Option and are not enforceable against the Company except to the extent set
forth herein.
5. Notices of Option Holder. So long as this Option shall be outstanding,
if the Company shall pay any dividend or make any distribution upon the Common
Stock, or if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidated or merger of the Company with or into
another corporation, sale, lease or transfer of all or substantially all of the
property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case the Company shall cause to be mailed by
certified mail to the Holder at least fifteen (15) days prior to the date
specified in (a) or (b) below, as the case may be a notice containing a brief
description of the proposed action and stating the date on which
(a) a record date is to be taken for the purpose of such dividend
distribution or rights, or
(b) such reclassification, reorganization, consolidation, merger,
convenience, lease, dissolution, liquidation or winding up is to take place and
the date, if any, to be fixed, as of which the holders of Common Stock or other
securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
6. Restrictions on Transfers and Compliance with Securities Laws.
(a) Transfer Restrictions. The Holder shall not be entitled to transfer
this Option without the prior written consent of the Company, except to the
Holder's lineal descendants or to a corporation wholly-owned by the Holder.
Further, this option and the Option Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities law. The Holder, by acceptance of this Option, agrees that, absent an
effective registration statement under that Act covering the
transfer of this Option or the Option Shares, it will not sell, pledge or
otherwise transfer any or all of this Option to the Option Shares without first
providing the Company with an opinion of counsel or other evidence reasonably
satisfactory to the Company to the effect that such sale or transfer will be
exempt from the registration and prospectus delivery requirements of the
Securities Act.
(b) Exercise Requirements. The Company shall not be required to
register the Option Shares under the Securities Act and, in connection with the
Holder's exercise of this Option, the Company shall be entitled to utilize
applicable private placement exemptions from the registration requirements under
state and federal securities laws. At the time of such exercise, the Company may
require reasonable representations from the Holder appropriate to satisfy the
requirements of such private placement exemptions.
(c) Representation by Holder. The Holder represents that this Option
has been acquired for his own account and not with a view to or for sale in
connection with any distribution of the Option or the Option Shares.
7. Notices. Any notice or other communication which is given to a party
under this Option shall be in writing and shall be deemed given, the case of an
individual party, when personally delivered to that party, or when delivered,
addressed to that party, at the following address:
If to the Company: COMMONWEALTH ENERGY CORPORATION
Attention: David Mensch, President
15991 Redhill Ave., Suite 201
Tustin, CA 92780
With a copy to:
If to the Holder: Ian Carter
19392 Lemon Hill
Santa Ana, CA 92705
Either party may, by giving notice to the other party as provided in this
paragraph, change the address to which or the person to whose attention notices
to that party shall be given.
8. Amendment or Modification of Option. This Option may be modified,
altered or amended only by a writing signed by both the registered Holder and
the Company.
9. California Law. This Option shall be governed by and construed in
accordance with the laws of the state of California.
10. Successors and Assigns. Subject to the restrictions on transfer set
forth in Section 6, this agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and assigns.
11. Attorneys' Fees. In any action or proceeding to enforce or relating to
rights or obligations under this Option, the prevailing party shall be entitled
to recover its reasonable attorneys' fees in addition to its costs and other
available remedies.
Date Issued: July 8, 1999 THE COMPANY:
/s/ David Mensch
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COMMONWEALTH ENERGY CORPORATION
a California Corporation
By: David Mensch, President
THE HOLDER:
/s/ Ian B. Carter
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PURCHASE FORM
(to be executed only upon exercise of Option)
The undersigned owner of this Option irrevocably exercises this Option and
purchases of the number of shares of Common Stock of Commonwealth Energy
Corporation purchasable under this Option, and herewith makes payment therefore
all at the price and on the terms and conditions specified in this Option. The
undersigned requests that a certificate for such shares be registered in the
name of ___________________________ whose address is ___________________________
______________________________________ and that such certificate be delivered to
_____________________ whose address is _________________________________________
_____________________.
DATED: _____________________
____________________________________
(Signature of Owner)
____________________________________
(Printed Name of Owner)
____________________________________
(Street Address)
____________________________________
(City) (State) (Zip)