Exhibit 99.2
INGEN TECHNOLOGIES, INC.
DIRECTORS' RESOLUTION
2007.2
BE IT KNOWN THAT, on the 18th day of January, 2007, at a duly constituted
special meeting of the Directors of Ingen Technologies, Inc., the following
resolution was voted and approved upon motion duly made and seconded.
The Board approves the Company's issuance of the non-qualified stock
option certificates as included herewith (below as exhibits) to Scott Sand,
Richard Weed, Francis McDermott and Pete Wilke. Management has represented to us
that fully executed copies of all 4 certificates are in the company's files in
the corporate office.
CERTIFICATION BY SECRETARY
I am the Secretary of Ingen Technologies, Inc. I hereby certify that the
foregoing is a true and correct copy of the Resolution adopted by the Board of
Directors of Ingen Technologies, Inc. on January 18, 2007 in accordance with the
provisions of our Bylaws.
IN WITNESS WHEREOF, I have this 18th day of January, 2007 subscribed my
name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal
to be affixed hereto (if such a seal exists).
/s/ Thomas J. Neavitt
- ----------------------------------------
Secretary of Corporation
WAIVER OF NOTICE
The undersigned Directors of Ingen Technologies, Inc. hereby waive notice
of the special Directors' meeting held on January 18, 2007. We consent to all
actions taken in the meeting. Faxed and electronic signatures are as valid as
original signatures hereupon, and may be signed in counterparts.
/s Scott R. Sand /s/ Curt Miedema
- -------------------------------------- ------------------------------
Scott R. Sand Curt Miedema
(abstained as to his certificate only)
/s/ Chris Wirth /s/ Yong Sin Khoo
- -------------------------------------- ------------------------------
Chris Wirth Yong Sin Khoo
/s/ Stephen O'Hara /s/ John Finazzo
- -------------------------------------- ------------------------------
Stephen O'Hara John Finazzo
EXHIBITS (4 CERTIFICATES) TO RESOLUTION 2007.2
- --------------------------------------------------------------------------------
INGEN TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION CERTIFICATE - SCOTT R. SAND
This Non-Qualified Stock Option Certificate (the "Certificate") is made
and entered into as of the 21st day of September, 2006 (the "Date of Grant"), by
and between Ingen Technologies, a Georgia corporation (the "Corporation") and
Scott R. Sand ("Optionee").
The parties hereto agree as follows:
1. GRANT OF OPTION. Subject to and upon the terms, conditions and other
provisions set forth in this Certificate, the Administrator has granted to
Optionee, on the Date of Grant, a Non-Qualified Stock Option (the "Option") to
purchase up to one million five hundred thousand shares (1,500,000) of Common
Stock (the "Shares"), of the Corporation from time to time during the Option
Term (as defined below) for $.04 per Share (the "Option Price").
2. OPTION TERM. The specified term of the Option shall be the period
commencing on the Date of Grant and, unless sooner terminated in accordance with
Paragraph 6 hereof, expiring on the five (5) year anniversary of the last year
in which the Optionee may exercise a portion of the option (the "Option Term").
Upon the expiration of the Option Term, or upon its sooner termination under
Paragraph 6, this Option shall cease to be exercisable and shall have no further
force or effect whatsoever.
3. EXERCISE RATE. The Option is split into five (5) co-equal amounts of
three hundred thousand (300,000) shares. Each one-fifth of the Option may not be
exercised until the one (1) year anniversary of the Option's Date of Grant;
one-fifth of the Shares subject to the Option may be purchased on or after such
1-year anniversary of the Option's Date of Grant; and an additional one-fifth of
the Shares subject to the Option may be purchased on or after each of the
second, third, fourth and fifth 1-year anniversaries, respectively, of the
Option's Date of Grant, but prior to the Option's expiration or termination.
4. MANNER OF EXERCISE. In order to exercise this Option with respect to
all or any part of the Shares for which this Option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, the representative
of Optionee's estate or the heirs of the deceased Optionee, as the case may be)
must take the following actions: (i) deliver a duly signed notice in writing of
such exercise, together with this Certificate and the full purchase price of the
Shares purchased pursuant to the exercise of the Option, to the Treasurer or an
officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same; and (ii) pay the full purchase price in cash or
by check payable to the order of the Corporation (or by such other methods as
the Administrator may permit from time to time).
5. OPTION NON-TRANSFERABLE; EXCEPTION. The Option may be exercised
during Optionee's lifetime only by Optionee. The Option shall be
non-transferable and non-assignable by Optionee (and any attempted transfer or
assignment shall be void and of no effect) except to the extent that the
representatives of the estate or the heirs of the deceased Optionee may be
permitted by will or by the laws of descent and distribution to exercise the
Option.
6. TERMINATION OF EMPLOYMENT OR SERVICE. If Optionee's employment or
service with the Company terminates by reason of death or Disability, the Option
may thereafter be immediately exercised, to the extent then exercisable (or on
such accelerated basis as the Administrator shall determine at or after grant),
by the legal representative of Optionee, by the legal representative of the
estate of Optionee or by the legatee of Optionee under the will of Optionee, for
a period of at least twenty four (24) months from the date of such death or
disability (or for the period of time remaining in the Option Term if less than
24 months). Except as otherwise provided in this paragraph or otherwise
determined by the Administrator, if Optionee's employment or service with the
Company terminates for any reason other than death or Disability, Optionee must
exercise his or her or its stock options (including this Option) within the term
of the Option.
If the employment or service of Optionee with the Corporation shall be
terminated because of the Optionee's violation of the duties of such employment
or service with the Corporation as Optionee may from time to time have, the
existence of which violation shall be determined by the Administrator in its
sole discretion and which determination by the Administrator shall be
conclusive, the Option shall terminate immediately upon the termination of
Optionee's employment or service with the Corporation and Optionee shall have no
right after such termination to exercise the Option. The provisions of this
paragraph apply only to employees of the Corporation (and not to consultants,
service providers and other Option Agreement and Certificates).
7. CERTIFICATES. Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to Optionee or the
representative of Optionee's estate, a certificate for the Shares purchased
pursuant to the exercise of the Option. Certificates for Shares shall bear all
legends as may be required by law, or as the Corporation may deem necessary to
effectuate the provisions of this Certificate (including, without limitation,
the Corporation's right of first refusal related to third-party offers) and the
Corporation may issue stop transfer orders in respect thereof. Neither Optionee
nor the representative of Optionee's estate shall be deemed to be the holder of,
or to have any of the rights of a stockholder with respect to, any Shares unless
and until the Option shall have been exercised pursuant to the terms hereof, the
Corporation shall have issued and delivered Shares to Optionee (or such
representative) and the Optionee's (or representative's) name shall have been
entered as a stockholder of record on the books of the Corporation.
8. LIABILITY OF CORPORATION. The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the Corporation to
be necessary to the lawful issuance and sale of any Common Stock pursuant to
this Option shall relieve the Corporation of any liability in respect of the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. This Certificate shall in no way affect the right of the
Corporation to make changes in its capital or business structure or to merge,
consolidate, reorganize, dissolve, liquidate or sell, transfer, exchange or
dispose of all or any part of its business or assets.
9. TAX WITHHOLDING. The Corporation shall deduct and withhold such
amounts under any federal, state or local tax rules or regulations as it deems
appropriate with respect to the issuance of Shares pursuant to the exercise of
the Option. In any event, Optionee (or such other person with respect to whom
such withholding may arise) shall make available to the Corporation, promptly
when required, sufficient funds to meet the requirements of such withholding;
and the Administrator shall be entitled to take and authorize such steps as it
may deem advisable in order to have such funds available to the Corporation when
required.
10. ADJUSTMENT IN SHARES. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, or other change in corporate
structure affecting the Stock, an appropriate substitution or adjustment shall
be made in the kind, number and option price of shares subject to the Option (to
the extent it has not been exercised as of such date of any such merger,
reorganization, consolidation, recapitalization, stock dividend, or other change
in corporate structure affecting the Stock) as may be determined by the
Administrator, in its sole discretion, provided that the number of shares
subject to this Option shall always be a whole number.
11. NO CONTRACT. Nothing contained herein shall be construed to confer
upon Optionee any right to continue Optionee's relationship with the Corporation
in any capacity or to derogate from any right of the Corporation to request the
resignation of, or discharge, Optionee at any time, with or without cause.
12. AMENDMENT. The Board of Directors may without the consent of
Optionee, at any time amend, alter or discontinue the terms and conditions of
the Option; provided that no amendment, alteration, or discontinuation shall be
made that would impair the rights of the Optionee under this Option without
Optionee's consent.
13. NOTICE. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail or FedEx, postage or delivery charges (as applicable)
prepaid, addressed as follows: to the Corporation or any officer of the
Corporation or the Administrator or any member thereof, at the Corporation's
offices at 35193 Avenue "A," Suite-C, Yucaipa, California, 92399 or at such
other address as the Corporation, or any other such person, by notice to
Optionee, may designate in writing from time to time; to Optionee, at Optionee's
last known address as reflected in the Corporation's records or at such other
address as Optionee, by notice to the Corporation, may designate in writing from
time to time. Notices shall be effective upon receipt.
14. CONSTRUCTION. This Certificate and the conditions evidenced hereby
are made and granted pursuant to, and are subject to all of the terms and
conditions of this contract and the terms, conditions and definitions of which
are hereby incorporated as though set forth in their entirety, and the receipt
of a copy of which Optionee hereby acknowledges by his signature below. A
determination by the Administrator as to any questions which may arise with
respect to the interpretation of the provisions of the Certificate, the Option
shall be final and non-appealable, except to the extent of an arbitrary and
capricious standard of care. The Administrator may authorize and establish such
rules, regulations and revisions thereof not inconsistent with the provisions of
this contract, as it may deem advisable.
15. GOVERNING LAW. Except as required by the corporate law of the State
of Georgia, the provisions of this Certificate and the Option shall be governed
by and construed in accordance with the laws of the State of Georgia, without
giving effect to the principles of conflict of laws. Any rule of law or any
legal decision that would require interpretation of any ambiguities in this
Agreement against the party that drafted it is of no application and is hereby
expressly waived. Any litigation brought by the parties shall be filed within
San Bernardino County, California.
IN WITNESS WHEREOF, the duly authorized officer of the Corporation
identified below and Optionee have executed this Certificate as of the date
first written above.
INGEN TECHNOLOGIES, INC.
By: /s/ Thomas J. Neavitt
-------------------------------------
Thomas J. Neavitt (Secretary)
AGREED TO AND ACKNOWLEDGED
BY OPTIONEE:
/s/ Scott R. Sand
- ----------------------------------
Scott R. Sand
INGEN TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION CERTIFICATE - RICHARD WEED
This Non-Qualified Stock Option Certificate (the "Certificate") is issued
and delivered to memorialize the terms of various option grants by and between
Ingen Technologies, Inc., a Georgia corporation (the "Corporation") and Richard
Weed, as designee for Weed & Co. LLP ("Optionee").
WHEREAS, the Corporation entered a fee agreement with Weed & Co. LLP dated
August 6, 2004 and amended the fee agreement by letter agreement dated January
18, 2006.
NOW, THEREFORE, based upon the agreements between the Corporation and
Optionee, the Optionee holds the following stock options:
(i) an option to purchase 1,000,000 shares of common stock at $.10 per
share expiring August 6, 2009 (Granted under the August 6, 2004 fee agreement
and priced on August 6, 2004);
(ii) an option to purchase 1,000,000 shares of common stock at $.027875
per share expiring February 6, 2010 (Granted under the August 6, 2004 fee
agreement and priced February 6, 2005);
(iii) an option to purchase 100,000 shares of common stock at $.25 per
share expiring December 31, 2011 (Granted under the letter agreement dated
January 18, 2006 and priced January 18, 2006);
(iv) an option to purchase 100,000 shares of common stock at $.09 per
share expiring December 31, 2011 (Granted under the letter agreement dated
January 18, 2006 and priced July 18, 2006);
(v) an option to purchase 100,000 shares of common stock at $.06 per share
expiring January 18, 2007 (Granted under the letter agreement dated January 18,
2006 and priced January 18, 2007);
Further, every six months that this agreement remains in effect, the
Corporation shall grant to Richard O. Weed an option to purchase an additional
100,000 shares of the Corporation's common stock at a price equal to 125% of the
average closing bid price for the 10 days immediately prior to the date of the
grant.
All stock options are non-transferable and will expire unless exercised on
or before December 31, 2011 or 5 years from the date of the grant, whichever is
later. The Corporation has agreed to promptly register the shares of common
stock underlying the stock options at its own expense.
The stock options will not be subject to dilution (i.e. no adjustment to
the number of shares or the exercise price) based upon any reverse split of the
Corporation's common stock.
The stock options shall be exercisable in whole or in part with a
promissory note of less than 45 days duration or upon common "cashless exercise"
terms.
Lastly, on February 16, 2006, the Optionee exercised on a cashless
exercise basis an option previously granted by the Corporation to purchase
1,000,000 shares at $.0103125 per share based upon the closing price of $.27 per
share. The net effect was the issuance of 961,805 shares to Optionee.
IN WITNESS WHEREOF, the duly authorized officer of the Corporation
identified below and Optionee have executed this Certificate as of the date
first written above.
INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
------------------------------------
Scott R. Sand (CEO & Chairman)
AGREED TO AND ACKNOWLEDGED
BY OPTIONEE:
/s/ Richard Weed
- ----------------------------------
Richard Weed
INGEN TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION CERTIFICATE - FRANCIS MCDERMOTT
This Non-Qualified Stock Option Certificate (the "Certificate") is made and
entered into as of the 7th day of November, 2006 (the "Date of Grant"), by and
between Ingen Technologies, a Georgia corporation (the "Corporation") and
Francis McDermott ("Optionee").
The parties hereto agree as follows:
1. GRANT OF OPTION. Subject to and upon the terms, conditions and other
provisions set forth in this Certificate, the Administrator has granted to
Optionee, on the Date of Grant, a Non-Qualified Stock Option (the
"Option") to purchase up to two million shares (2,000,000) of Common Stock
(the "Shares"), of the Corporation from time to time during the Option
Term (as defined below) for $.06 per Share (the "Option Price").
2. OPTION TERM. The specified term of the Option shall be the period
commencing on the date of the sale of at least one million (1,000,000)
OxyViewTM units by the Corporation and/or its assigns, and, unless sooner
terminated in accordance with Paragraph 6 hereof, expiring on the five (5)
year anniversary of the last year in which the Optionee may exercise a
portion of the option (the "Option Term"). Upon the expiration of the
Option Term, or upon its sooner termination under Paragraph 6, this Option
shall cease to be exercisable and shall have no further force or effect
whatsoever.
3. EXERCISE RATE. The Optionee may exercise all or a portion of the
Option during the Option Term.
4. MANNER OF EXERCISE. In order to exercise this Option with respect to
all or any part of the Shares for which this Option is at the time
exercisable, Optionee (or in the case of exercise after Optionee's death,
the representative of Optionee's estate or the heirs of the deceased
Optionee, as the case may be) must take the following actions: (i) deliver
a duly signed notice in writing of such exercise, together with this
Certificate and the full purchase price of the Shares purchased pursuant
to the exercise of the Option, to the Treasurer or an officer of the
Corporation appointed by the Chairman of the Board for the purpose of
receiving the same; and (ii) pay the full purchase price in cash or by
check payable to the order of the Corporation (or by such other methods as
the Administrator may permit from time to time).
5. OPTION NON-TRANSFERABLE EXCEPTION. The Option may be exercised
during Optionee's lifetime only by Optionee. The Option shall be
non-transferable and non-assignable by Optionee (and any attempted
transfer or assignment shall be void and of no effect) except to the
extent that the representatives of the estate or the heirs of the deceased
Optionee may be permitted by will or by the laws of descent and
distribution to exercise the Option.
TERMINATION OF EMPLOYMENT OR SERVICE. If Optionee's employment or service
with the Company terminates by reason of death or Disability, the Option
may thereafter be immediately exercised, to the extent then exercisable
(or on such accelerated basis as the Administrator shall determine at or
after grant), by the legal representative of Optionee, by the legal
representative of the estate of Optionee or by the legatee of Optionee
under the will of Optionee, for a period of at
6. least twenty four (24) months from the date of such death or
disability (or for the period of time with the Company terminates for any
reason other than death or Disability, Optionee must exercise his or her
or its stock options (including this Option) within the term of the
Option.
1
If the employment or service of Optionee with the Corporation shall be
terminated because of the Optionee's violation of the duties of such
employment or service with the Corporation as Optionee may from time to
time have, the existence of which violation shall be determined by the
Administrator in its sole discretion and which determination by the
Administrator shall be conclusive, the Option shall terminate immediately
upon the termination of Optionee's employment or service with the
Corporation and Optionee shall have no right after such termination to
exercise the Option. The provisions of this paragraph apply only to
employees of the Corporation (and not to consultants, service providers
and other Option Agreement and Certificates).
7. CERTIFICATES. Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to Optionee or the
representative of Optionee's estate, a certificate for the Shares
purchased pursuant to the exercise of the Option. Certificates for Shares
shall bear all legends as may be required by law, or as the Corporation
may deem necessary to effectuate the provisions of this Certificate
(including, without limitation, the Corporation's right of first refusal
related to third-party offers) and the Corporation may issue stop transfer
orders in respect thereof. Neither Optionee nor the representative of
Optionee's estate shall be deemed to be the holder of, or to have any of
the rights of a stockholder with respect to, any Shares unless and until
the Option shall have been exercised pursuant to the terms hereof, the
Corporation shall have issued and delivered Shares to Optionee (or such
representative) and the Optionee's (or representative's) name shall have
been entered as a stockholder of record on the books of the Corporation.
8. LIABILITY OF CORPORATION. The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of any Common
Stock pursuant to this Option shall relieve the Corporation of any
liability in respect of the non-issuance or sale of the Common Stock as to
which such approval shall not have been obtained. This Certificate shall
in no way affect the right of the Corporation to make changes in its
capital or business structure or to merge, consolidate, reorganize,
dissolve, liquidate or sell, transfer, exchange or dispose of all or any
part of its business or assets.
9. TAX WITHHOLDING. The Corporation shall deduct and withhold such
amounts under any federal, state or local tax rules or regulations as it
deems appropriate with respect to the issuance of Shares pursuant to the
exercise of the Option. In any event, Optionee (or such other person with
respect to whom such withholding may arise) shall make available to the
Corporation, promptly when required, sufficient funds to meet the
requirements of such withholding; and the Administrator shall be entitled
to take and authorize such steps as it may deem advisable in order to have
such funds available to the Corporation when required.
10. ADJUSTMENT IN SHARES. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, or other change in
corporate structure affecting the Stock, an appropriate substitution or
adjustment shall be made in the kind, number and option price of shares
subject to the Option (to the extent it has not been exercised as of such
date of any such merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the
Stock) as may be determined by the Administrator, in its sole discretion,
provided that the number of shares subject to this Option shall always be
a whole number.
2
11. NO CONTRACT. Nothing contained herein shall be construed to confer
upon Optionee any right to continue Optionee's relationship with the
Corporation in any capacity or to derogate from any right of the
Corporation to request the resignation of, or discharge, Optionee at any
time, with or without cause.
12. AMENDMENT. The Board of Directors may without the consent of
Optionee, at any time amend, alter or discontinue the terms and conditions
of the Option; provided that no amendment, alteration, or discontinuation
shall be made that would impair the rights of the Optionee under this
Option without Optionee's consent.
13. NOTICE. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail or FedEx, postage or delivery charges (as
applicable) prepaid, addressed as follows: to the Corporation or any
officer of the Corporation or the Administrator or any member thereof, at
the Corporation's offices at 35193 Avenue "A," Suite-C, Yucaipa,
California, 92399 or at such other address as the Corporation, or any
other such person, by notice to Optionee, may designate in writing from
time to time; to Optionee, at Optionee's last known address as reflected
in the Corporation's records or at such other address as Optionee, by
notice to the Corporation, may designate in writing from time to time.
Notices shall be effective upon receipt.
14. CONSTRUCTION. This Certificate and the conditions evidenced hereby
are made and granted pursuant to, and are subject to all of the terms and
conditions of this contract and the terms, conditions and definitions of
which are hereby incorporated as though set forth in their entirety, and
the receipt of a copy of which Optionee hereby acknowledges by his
signature below. A determination by the Administrator as to any questions
which may arise with respect to the interpretation of the provisions of
the Certificate, the Option shall be final and non- appealable, except to
the extent of an arbitrary and capricious standard of care. The
Administrator may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of this contract,
as it may deem advisable.
15. GOVERNING LAW. Except as required by the corporate law of the State
of Georgia, the provisions of this Certificate and the Option shall be
governed by and construed in accordance with the laws of the State of
Georgia, without giving effect to the principles of conflict of laws. Any
rule of law or any legal decision that would require interpretation of any
ambiguities in this Agreement against the party that drafted it is of no
application and is hereby expressly waived. Any litigation brought by the
parties shall be filed within San Bernardino County, California.
IN WITNESS WHEREOF, the duly authorized officer of the Corporation
identified below and Optionee have executed this Certificate as of the date
first written above.
INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
------------------------------------
Scott R. Sand (CEO & Chairman)
AGREED TO AND ACKNOWLEDGED
BY OPTIONEE:
/s/ Francis McDermott
- ----------------------------------
Francis McDermott
3
INGEN TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION CERTIFICATE - PETER WILKE
This Non-Qualified Stock Option Certificate (the "Certificate") is made
and entered into as of the 29th day of December, 2006 (the "Date of Grant"), by
and between Ingen Technologies, a Georgia corporation (the "Corporation") and
Peter Wilke (on behalf of Wilke LLC) ("Optionee").
The parties hereto agree as follows:
1. GRANT OF OPTION. Subject to and upon the terms, conditions and other
provisions set forth in this Certificate, the Administrator has granted to
Optionee, in the name of Wilke LLC, on the Date of Grant, a Non-Qualified Stock
Option (the "Option") to purchase up to one million shares (1,000,000) of
Preferred Stock (the "Shares"), of the Corporation from time to time during the
Option Term (as defined below) for $.04 per Share (the "Option Price").
2. OPTION TERM. The specified term of the Option shall be the period
commencing on the Date of Grant and, unless sooner terminated in accordance with
Paragraph 6 hereof, expiring on the five (5) year anniversary of the last year
in which the Optionee may exercise the option (the "Option Term"). Upon the
expiration of the Option Term, or upon its sooner termination under Paragraph 6,
this Option shall cease to be exercisable and shall have no further force or
effect whatsoever.
3. EXERCISE RATE. The Optionee may exercise all or a portion of the
Option during the Option Term.
4. MANNER OF EXERCISE. In order to exercise this Option with respect to
all or any part of the Shares for which this Option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, the representative
of Optionee's estate or the heirs of the deceased Optionee, as the case may be)
must take the following actions: (iii) deliver a duly signed notice in writing
of such exercise, together with this Certificate and the full purchase price of
the Shares purchased pursuant to the exercise of the Option, to the Treasurer or
an officer of the Corporation appointed by the Chairman of the Board for the
purpose of receiving the same; and (iv) pay the full purchase price in cash or
by check payable to the order of the Corporation (or by such other methods as
the Administrator may permit from time to time).
5. OPTION NON-TRANSFERABLE; EXCEPTION. The Option may be exercised
during Optionee's lifetime only by Optionee. The Option shall be
non-transferable and non-assignable by Optionee (and any attempted transfer or
assignment shall be void and of no effect) except to the extent that the
representatives of the estate or the heirs of the deceased Optionee may be
permitted by will or by the laws of descent and distribution to exercise the
Option.
6. TERMINATION OF EMPLOYMENT OR SERVICE. If Optionee's employment or
service with the Company terminates by reason of death or Disability, the Option
may thereafter be immediately exercised, to the extent then exercisable (or on
such accelerated basis as the Administrator shall determine at or after grant),
by the legal representative of Optionee, by the legal representative of the
estate of Optionee or by the legatee of Optionee under the will of Optionee, for
a period of at least twenty four (24) months from the date of such death or
disability (or for the period of time remaining in the Option Term if less than
24 months). Except as otherwise provided in this paragraph or otherwise
determined by the Administrator, if Optionee's employment or service with the
Company terminates for any reason other than death or Disability, Optionee must
exercise his or her or its stock options (including this Option) within the term
of the Option.
If the employment or service of Optionee with the Corporation shall be
terminated because of the Optionee's violation of the duties of such employment
or service with the Corporation as Optionee may from time to time have, the
existence of which violation shall be determined by the Administrator in its
sole discretion and which determination by the Administrator shall be
conclusive, the Option shall terminate immediately upon the termination of
Optionee's employment or service with the Corporation and Optionee shall have no
right after such termination to exercise the Option. The provisions of this
paragraph apply only to employees of the Corporation (and not to consultants,
service providers and other Option Agreement and Certificates).
7. CERTIFICATES. Within a reasonable time after the exercise of the
Option, the Corporation shall cause to be delivered to Optionee or the
representative of Optionee's estate, a certificate for the Shares purchased
pursuant to the exercise of the Option. Certificates for Shares shall bear all
legends as may be required by law, or as the Corporation may deem necessary to
effectuate the provisions of this Certificate (including, without limitation,
the Corporation's right of first refusal related to third-party offers) and the
Corporation may issue stop transfer orders in respect thereof. Neither Optionee
nor the representative of Optionee's estate shall be deemed to be the holder of,
or to have any of the rights of a stockholder with respect to, any Shares unless
and until the Option shall have been exercised pursuant to the terms hereof, the
Corporation shall have issued and delivered Shares to Optionee (or such
representative) and the Optionee's (or representative's) name shall have been
entered as a stockholder of record on the books of the Corporation.
8. LIABILITY OF CORPORATION. The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the Corporation to
be necessary to the lawful issuance and sale of any Common Stock pursuant to
this Option shall relieve the Corporation of any liability in respect of the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. This Certificate shall in no way affect the right of the
Corporation to make changes in its capital or business structure or to merge,
consolidate, reorganize, dissolve, liquidate or sell, transfer, exchange or
dispose of all or any part of its business or assets.
9. TAX WITHHOLDING. The Corporation shall deduct and withhold such
amounts under any federal, state or local tax rules or regulations as it deems
appropriate with respect to the issuance of Shares pursuant to the exercise of
the Option. In any event, Optionee (or such other person with respect to whom
such withholding may arise) shall make available to the Corporation, promptly
when required, sufficient funds to meet the requirements of such withholding;
and the Administrator shall be entitled to take and authorize such steps as it
may deem advisable in order to have such funds available to the Corporation when
required.
10. ADJUSTMENT IN SHARES. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, or other change in corporate
structure affecting the Stock, an appropriate substitution or adjustment shall
be made in the kind, number and option price of shares subject to the Option (to
the extent it has not been exercised as of such date of any such merger,
reorganization, consolidation, recapitalization, stock dividend, or other change
in corporate structure affecting the Stock) as may be determined by the
Administrator, in its sole discretion, provided that the number of shares
subject to this Option shall always be a whole number.
11. NO CONTRACT. Nothing contained herein shall be construed to confer
upon Optionee any right to continue Optionee's relationship with the Corporation
in any capacity or to derogate from any right of the Corporation to request the
resignation of, or discharge, Optionee at any time, with or without cause.
12. AMENDMENT. The Board of Directors may without the consent of
Optionee, at any time amend, alter or discontinue the terms and conditions of
the Option; provided that no amendment, alteration, or discontinuation shall be
made that would impair the rights of the Optionee under this Option without
Optionee's consent.
13. NOTICE. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail or FedEx, postage or delivery charges (as applicable)
prepaid, addressed as follows: to the Corporation or any officer of the
Corporation or the Administrator or any member thereof, at the Corporation's
offices at 35193 Avenue "A," Suite-C, Yucaipa, California, 92399 or at such
other address as the Corporation, or any other such person, by notice to
Optionee, may designate in writing from time to time; to Optionee, at Optionee's
last known address as reflected in the Corporation's records or at such other
address as Optionee, by notice to the Corporation, may designate in writing from
time to time. Notices shall be effective upon receipt.
14. CONSTRUCTION. This Certificate and the conditions evidenced hereby
are made and granted pursuant to, and are subject to all of the terms and
conditions of this contract and the terms, conditions and definitions of which
are hereby incorporated as though set forth in their entirety, and the receipt
of a copy of which Optionee hereby acknowledges by his signature below. A
determination by the Administrator as to any questions which may arise with
respect to the interpretation of the provisions of the Certificate, the Option
shall be final and non-appealable, except to the extent of an arbitrary and
capricious standard of care. The Administrator may authorize and establish such
rules, regulations and revisions thereof not inconsistent with the provisions of
this contract, as it may deem advisable.
15. GOVERNING LAW. Except as required by the corporate law of the State
of Georgia, the provisions of this Certificate and the Option shall be governed
by and construed in accordance with the laws of the State of Georgia, without
giving effect to the principles of conflict of laws. Any rule of law or any
legal decision that would require interpretation of any ambiguities in this
Agreement against the party that drafted it is of no application and is hereby
expressly waived. Any litigation brought by the parties shall be filed within
San Bernardino County, California.
IN WITNESS WHEREOF, the duly authorized officer of the Corporation
identified below and Optionee have executed this Certificate as of the date
first written above.
INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
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Scott R. Sand (CEO & Chairman)
AGREED TO AND ACKNOWLEDGED
BY OPTIONEE:
/s/ Peter Wilke
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Peter Wilke (for Wilke LLC)