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Exhibit 4g
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is dated as of December
10, 1998 between Nevada Energy Company, Inc. (the "Company") and Michael
Kassouff.
RECITALS
A. Pursuant to Section 1129 under Chapter 11 of Title 11 of the United
States Code, the Bankruptcy Code, a plan of reorganization of the Company (the
"Plan") was confirmed on September 15, 1998 by Order of the United States
Bankruptcy Court for the District of Nevada, Case No. BK-97-30265-BMG.
B. As set forth in the Company's Second Amended Disclosure Statement
Pursuant to 11 U.S.C. Section 1125 (the "Disclosure Statement"), which
Disclosure Statement was submitted to all creditors and shareholders of the
Company in connection with acceptance or rejection of the Plan, upon
confirmation of the Plan, directors of the Company are to receive compensation
in the form of, among other things, options to purchase 2,500 shares of Class A
Common Stock of the Company per director per quarter at $0.10 per share.
C. Michael Kassouff was a director of the Company as of the date of
confirmation of the Plan and continues to serve in that capacity.
NOW, THEREFORE, in consideration of the premises, obligations and
agreements contained herein, and for other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
As used herein, the following terms have the following
respective meanings. Capitalized terms not defined in this Section 1 shall have
the meanings assigned to them elsewhere in this Agreement.
a. "Stock" means the Class A Common Stock of the
Company, par value $.001 per share.
b. "Director's Shares" means the shares of Stock that
Director acquires by exercising the Option.
c. "Code" means the Internal Revenue Code of 1986, as
amended.
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d. "Securities Act" means the Securities Act of 1933, as
amended.
2. Grant of Options.
a. For the quarter beginning September 1998 and ending
December 1998 the Company hereby grants to Director the right
and option to purchase all or any part of 2,500 shares of
Stock subject to, and in accordance with, the terms and
conditions set forth herein (the "Option").
b. The Option is not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code.
c. The Company shall take such action as is necessary to
reserve a sufficient number of shares of Stock for issuance
upon exercise of the Option.
3. Purchase Price.
The purchase price per share at which Director shall be
entitled to purchase shares of Stock upon exercise of the Option shall be $0.10
per share.
4. Duration of Option.
The Option shall be exercisable to the extent and in the
manner provided herein for a period of twenty-four months (24) months from the
date of this Agreement.
5. Manner of Exercisability and Payment.
5.1 Subject to the terms and conditions of this Agreement, the Option
may be exercised in whole at any time, or in part from time to time, by delivery
of written notice to the Company at its principal executive office. Such notice
shall state the number of shares in respect of which the Option is being
exercised and shall be signed by Director. If requested by the Company, Director
shall deliver this Agreement to the Company for endorsement thereon a notation
of such exercise.
5.2 The notice of exercise described in Section 5.1 hereof shall be
accompanied by the full purchase price for the shares in respect of which the
Option is being exercised, in cash or by check.
5.3 Upon receipt of notice of exercise and full payment for the shares
in respect of which the Option is being exercised. the Company shall take such
action as may be
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necessary to effect the transfer to Director of the number of shares as to which
such exercise was effective.
5.4 Director shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to any shares subject to the Option until
(i) the Option shall have been exercised pursuant to the terms of this Agreement
and Director shall have paid the full purchase price for the number of shares in
respect of which the Option was exercised, (ii) the Company shall have issued
and delivered to Director certificates evidencing the shares, and (iii)
Director's name shall have been entered as a stockholder of record on the books
of the Company, whereupon Director shall have full voting and other ownership
rights with respect to such shares.
6. Nontransferability.
6.1 The Option shall not be transferable other than by will or by the
laws of descent and distribution. During the lifetime of Director, the Option
shall be exercisable only by Director. Director's Shares may be transferred
freely upon registration under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from registration under the
Securities Act and any applicable state securities laws.
7. Effect of Liquidation, Dissolution, Reorganization, Consolidation or
Merger.
7.1. Subject to the terms and conditions of this Agreement, upon the
effective date of the liquidation or dissolution of the Company, the Option
shall continue in effect in accordance with its terms and Director shall be
entitled to receive in respect of all shares subject to the Option, upon
exercise of the Option, the same number and kind of stock, securities, cash,
property or other consideration that each holder of shares was entitled to
receive in such transaction.
7.2. If there shall be any capital reorganization, or consolidation, or
merger of the Company with any other entity, or any sale of all or substantially
all of the Company's property and assets to any other entity, Company shall take
appropriate action to enable Director to receive upon any subsequent exercise of
such Option, in whole or in part, in lieu of any common shares of the Company,
the share or shares, securities, interest or interests, or other assets as were
issuable or payable upon such reorganization, consolidation, merger, or sale in
respect of or in exchange for such commons shares.
8. Representations and Warranties of the Company.
The Company hereby represents and warrants to Director that:
a. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Delaware.
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b. The Company has the requisite power and authority to
enter into and perform the terms of this Agreement. The
execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly
authorized by the board of directors of the Company and no
other corporate approval or authorization or other action on
the part of the Company is necessary in order to permit the
Company to consummate the transactions contemplated by this
Agreement. This Agreement has been duly and validly executed
and delivered by the Company, and constitutes the legal, valid
and binding obligation of the Company, enforceable against the
Company in accordance with its terms
c. Shares of Stock, when issued, delivered and paid for upon
exercise of any Option as described in this Agreement will be
validly issued, fully paid and non-assessable.
9. Representations and Warranties of Director.
Director hereby represents and warrants to the Company that
Director is acquiring the Option and any Stock acquired by him pursuant to the
exercise of the Option for his own account, for investment and not with a view
to the sale or distribution thereof, nor with any present intention to
distribute or sell the Stock.
10. Stock Legend.
Each certificate representing Stock initially issued upon
exercise of an Option, unless at the time of the exercise the Company has
completed an initial public offering of its Common Stock and the sale of shares
to Director pursuant to the exercise of the Option has been registered under the
Securities Act, shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A
MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT. IN ADDITION,
THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO THE CONDITIONS SET FORTH IN A STOCK OPTION
AGREEMENT DATED DECEMBER __, 1998 BETWEEN MICHAEL KASSOUFF AND
NEVADA ENERGY COMPANY, INC. NO TRANSFER OF THESE SECURITIES
SHALL BE
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EFFECTIVE UNTIL ALL SUCH CONDITIONS HAVE BEEN FULFILLED.
Certificates issued upon the transfer of any such shares of Common Stock shall
also bear this legend, unless the Company shall have waived the requirement of
such legend.
11. Notices.
All notices or other communications which may be or are
required to be given, served or sent by a party pursuant to this Agreement shall
be in writing and shall be hand delivered (including delivery by courier),
mailed by first-class, registered or certified mail, return receipt requested,
postage prepaid, or transmitted by telegram, telex or facsimile transmission,
addressed as follows:
If to the Company:
NEVADA ENERGY COMPANY, INC.
321 West Lake Lansing Road
Asher Court, Suite 100
East Lansing, MI 48823
Attention: Richard A. Cascarilla, President
If to Director:
Michael Kassouff
6421 W. Sam Houston Parkway N.
Houston, TX 77041
or to such other address as may be provided in writing by party to the other
parties.
12. Modification of Agreement.
This Agreement may be modified, amended, suspended or
terminated, and any terms or conditions may be waived, but only by a written
instrument executed by the parties hereto.
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13. Severability.
Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.
14. Governing Law.
The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Delaware without
giving effect to the conflicts of laws principles thereof.
15. Successors in Interest.
This Agreement shall inure to the benefit of and be binding
upon any successor to the Company. This Agreement shall inure to the benefit of
Director's legal representatives. All obligations imposed upon Director and all
rights granted to the Company under this Agreement shall be final, binding and
conclusive upon Director's heirs, executors, administrators and successors.
16. Headings.
Headings contained in this Agreement are inserted for
convenience of reference only, shall not be deemed to be a part of this
Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.
17. Counterparts.
This Agreement may be executed in ore or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
[EXECUTION PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
COMPANY:
NEVADA ENERGY COMPANY, INC.
/s/ Richard Cascarilla
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By: Richard A. Cascarilla
Title: President
OPTIONEE:
/s/ Michael Kassouff
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Michael Kassouff