EXHIBIT 24.1
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 16th day of June, 1999.
/s/ Kenneth L. Agee
-------------------------
Name: Kenneth L. Agee
2
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
1
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Mark A. Agee
---------------------
Name: Mark A. Agee
2
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Alvin R. Albe, Jr.
---------------------------
Name: Alvin R. Albe, Jr.
2
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Frank M. Bumstead
----------------------------
Name: Frank M. Bumstead
2
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ P. Anthony Jacobs
---------------------------
Name: P. Anthony Jacobs
2
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Robert Rosene, Jr.
--------------------------
Name: Robert Rosene, Jr.
2
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ James R. Seward
----------------------
Name: James R. Seward
2