1
EXHIBIT 10.143
WILSHIRE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on APRIL 15, 1999, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to PAUL FENNELL (the
"Optionee") an option to purchase 50,000 shares of common stock of the Company,
no par value, at a price of $0.35 per share, upon the terms and conditions
hereinafter stated, to all of which the Optionee, by the acceptance hereof,
assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares
subject to the option after APRIL 15, 2009 and the option shall not be
exercisable with respect to fractional shares.
This option vests as follows:
As to 16,666 shares on APRIL 15, 1999; and
As to an additional 16,667 shares on APRIL 15, 2000;
As to an additional 16,667 shares on APRIL 15, 2001.
1
2
2. Effect of Termination of Employment/Effect of Death.
a. If the Optionee is an officer, employee or director of the Company and
ceases to be such for any reason other than death or termination for
cause, Optionee may exercise this option in accordance with its terms
only for a period of ninety days after such cessation (but not beyond
the Option Period). Any exercise of this option after such cessation may
be only to the extent of the full number of shares the Optionee was
entitled to purchase under this option on the Date of such cessation,
plus a portion of the additional number of shares, if any, he would have
become entitled to purchase on the next anniversary Date of the Date of
grant of the option following such cessation, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which is the number of days from the
anniversary Date of the Date of grant preceding such cessation to the
Date of such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
b. If the termination of the Optionee's position as an officer or employee
of the Company is for cause (as determined in the sole judgment of the
Board of Directors), this option shall thereupon be cancelled and the
Optionee shall have no right to exercise any part of this option after
such termination.
c. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the date
of the Optionee's death
2
3
(but not beyond the Option Period) by the executor or administrator of
the estate, or in the event there is none, then by the person or persons
to whom the optionee's rights under this option shall pass by will or
the laws of descent and distribution. Any exercise of this option after
such death may be only to the extent of the full number of shares the
optionee was entitled to purchase under this option on the date of
death, plus a portion of the additional number of shares, if any, he
would have become entitled to purchase on the next anniversary date of
the date of grant of the option following such death, such portion to be
determined by multiplying such additional number of shares by a
fraction, the numerator of which shall be the number of days from the
anniversary Date of the Date of grant preceding such death to the Date
of death and the denominator of which shall be 365. Such portion shall
be rounded, if necessary, to the nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number of
shares to be purchased and accompanied by payment in full in cash, or in
whole or in part in Common Stock, as provided in paragraph 9, for the shares
purchased.
3
4
4. Nontransferability of Option.
This option shall not be transferable except to the executor or
administrator of the Optionee's estate or to the Optionee's heirs or
legatees, and shall be exercisable during the Optionee's lifetime only
by the Optionee. This option may, however, be surrendered to the Company
for cancellation for such consideration and upon such terms as may be
mutually agreed upon by the Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as
follows:
a. In the event the Company's outstanding common stock is changed
by any stock dividend, stock split, or combination of shares,
the number of shares subject to this option shall be
proportionately adjusted, without change in the aggregate
purchase price.
b. Except as provided in subsection (d) hereof, in the event of any
merger, consolidation, or reorganization of the Company with any
other corporation or corporations, there shall be substituted on
an equitable basis, for each share of common stock then subject
to this option, an option for the number and kind of shares of
stock or other securities to which the holders of common stock
of the Company will be entitled pursuant to the transaction.
c. In the event of any other relevant change in the capitalization
of the Company, this option and the purchase price per share
shall be equitably adjusted.
d. In the event of a merger described in Section 368 (a)(2)(E) of
the Internal Revenue Code of 1986 in
4
5
which the Company is the surviving corporation, this option
shall terminate and thereupon become null and void but only if
the controlling corporation shall agree to exchange its options
for this option; but the Optionee shall have the right,
immediately prior to such merger, to exercise this option,
without regard to any otherwise applicable restriction as to
time of exercise, other than expiration of the Option Period.
e. Upon the dissolution of the Company, this option shall terminate
and thereafter become null and void; but the Optionee shall have
the right, immediately prior to such dissolution, to exercise
this option without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the
Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent
or approval of any governmental or other regulatory body which the Board
of Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
a. The holder of this option shall not be entitled to any rights of
a shareholder of the Company with respect to any shares subject
to this option until such shares have been paid for in full and
issued to him.
b. Nothing in this Certificate shall be construed as limiting any
rights which the Company or any parent or
5
6
subsidiary corporation of the Company may have to terminate at
any time the employment of the Optionee.
c. Notice to the Company hereunder shall be addressed to the
attention of its Secretary at its corporate office at 5861
Edison Place, Carlsbad, California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT,
ALL OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995
STOCK OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS
EXHIBIT A, ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET
FORTH AT LENGTH HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased
pursuant to the exercise of this option may, at the election of the
Optionee, be made by delivering to the Company a number of shares of the
Common Stock of the Company, which the Optionee has owned for at least
six months, with a Fair Market Value (as defined in the Plan), on the
date this option is exercised, equal to the option exercise price for
such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/ Kevin T. Mulvihill
-----------------------------------
President & Chief Executive Officer
6
7
I hereby accept the foregoing stock option on the terms and conditions
hereinabove stated.
OPTIONEE,
---------------------
(Please print or type)
Date:______________ Signature:_________________
7
8
EXERCISE OF OPTION
The undersigned hereby irrevocably elects to exercise the right
to purchase _______________ shares of Common Stock of Wilshire Technologies,
Inc. (the "Shares"), such right being represented by the Stock Option granted to
me on ______________ and herewith tenders payment for the Shares to the order of
Wilshire Technologies, Inc., in the amount of $________________ (equal to [the
number of shares] multiplied by $_________ [the exercise price stated in the
Stock Option]).
The undersigned requests that a certificate for the Shares be
registered in the of ____________, and delivered to, the undersigned at the
following address:_________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
------------------------------------
(Please print or type)
Date: Signature
--------------- ---------------------------
Social Security Number______-___-_______
8