EXHIBIT 4.5
[GrantDate]
[OptioneeName]
[Address1]
[Address2]
Dear [FirstName]:
On behalf of Tanisys Technology, Inc. (the "Company"), I am pleased to
announce that the Board of Directors, operating under the Company's 1997 Non-
Employee Director Plan, as amended (the "Plan"), has awarded you (the
"Director") a non-qualified stock option to purchase [Shares] shares of common
stock of the Company (the "Shares"). The option to acquire the Shares is awarded
and granted upon the following terms and conditions as well as those terms,
conditions, and limitations as set forth in the Plan, which is attached hereto
and incorporated herein for all purposes:
1. The exercise price for each share of common stock is $[Price].
2. For so long as you are a Director of the Company, the right to
exercise such options shall vest as follows:
(a) 33-1/3% after one year from the date hereof;
(b) 33-1/3% after two years from the date hereof; and
(c) 33-1/3% after three years from the date hereof.
3. Subject to Paragraph 5 herein, the options which have vested in
accordance with the schedule set forth in Paragraph 2 above may be exercised at
any time on or before [Date] (the "Expiration Date"). No partial exercise of
such option may be for less than 100 full shares. In no event shall the Company
be required to transfer fractional shares to the Director.
4. The option granted under this Agreement shall be exercisable from time
to time, as provided above, by the payment in cash to the Company of the
purchase price of the shares which the Director elects to purchase. The Company
shall not be required to transfer or deliver any certificate or certificates for
shares of the Company's common shares purchased upon exercise of the option
granted under this Agreement until all then applicable requirements of law have
been met.
5. Subject to limitations imposed pursuant to Section 8 of the Plan, the
option and all rights granted by this Agreement, to the extent those rights have
not been exercised, will
terminate and become null and void on the Expiration Date. If the Director dies,
the person or persons to whom his/her vested rights under the option shall pass,
whether by will or by the applicable laws of descent and distribution, may
exercise such vested option to the extent the Director was entitled to exercise
the option on the date of death, at any time within a period of one year after
his/her death, but not after the Expiration Date.
Notwithstanding the above, the Director's rights to the nonvested and
vested options, which have not been exercised, and all rights granted by this
Agreement shall in all events terminate and become null and if the Director is
employed either as an employee or consultant by any company, joint venture,
partnership or individual which the Board of Directors determines, in its sole
discretion, is in competition with the Company.
6. During the lifetime of the Director, the option and all rights granted
in this Agreement shall be exercisable only by the Director, and except as
Paragraph 5 otherwise provides, the option and all rights granted under this
contract shall not be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of such option or of such rights
contrary to the provisions in this Agreement, or upon the levy of any attachment
or similar process upon such option or such rights, such option and such rights
shall immediately become null and void.
7. In the event of any change in the common shares of the Company subject
to the option granted hereunder, through merger, consolidation, reorganization,
recapitalization, stock split, stock dividend or other change in the corporate
structure, without consideration, appropriate adjustment shall be made by the
Company in the number of shares subject to such option and the price per share.
Upon the dissolution or liquidation of the Company, this Agreement shall
terminate and become null and void.
8. Neither the Director nor his/her executor, administrator, heirs or
legatees shall be or have any rights or privileges of a shareholder of the
Company in respect of the shares transferable upon exercise of the option
granted under this Agreement, unless and until certificates representing such
shares shall have been endorsed, transferred and delivered and the transferee
has caused his/her name to be entered as the shareholder of record on the books
of the Company. Nothing contained in the Plan or this Agreement shall confer
upon the Director any right to continue as a Director of the Company or any of
its subsidiaries.
9. Notwithstanding anything to the contrary herein, the option granted
under this Agreement shall not be exercisable and the Company shall not be
required to issue any shares hereunder unless (a) a registration statement under
the Securities Act of 1933, as amended, and any applicable state securities or
"blue sky" laws is in effect with respect to the Shares or (b) unless in the
opinion of counsel for the Company such registration is not then required.
10. The Company does not attempt to advise you on any consequences arising
from your acquisition of the Shares through the exercise of the option and
advises you to consult with your tax advisor.
11. The terms and conditions of the Plan, unless expressly supplemented by
this Agreement, shall continue unchanged and in full force and effect. To the
extent that any terms or provisions of this Agreement are or may be deemed
expressly inconsistent with any terms or conditions of the Plan, the terms of
this Agreement shall control.
12. The Director hereby agrees to take whatever additional actions and
execute whatever additional documents the Company may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Director pursuant to the express
provisions of this Agreement.
13. The rights of the Director are subject to modification and termination
in certain events as provided in this Agreement and the Plan.
14. This Agreement shall be governed by, and construed in accordance with,
the substantive laws of the State of Wyoming applicable to contracts made and to
be wholly performed therein.
15. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
16. This Agreement and the Plan constitute the entire agreement between
the parties with respect to the subject matter hereof, and supersede all
previously written or oral negotiations, commitments, representations and
agreements with respect thereto.
If the foregoing represents your understanding of the terms and conditions
upon which your options have been granted, please execute in the space provided
below, returning an executed copy of the undersigned.
Sincerely, AGREED:
____________________________________ ________________________________________
Charles T. Comiso [OptioneeName]
President and Chief Executive Officer