MIRENCO, INC.
STOCK OPTION AGREEMENT
A NONQUALIFIED STOCK OPTION for a total of Two-hundred Eighty Thousand
(280,000) Shares of Common Stock ("Shares"), of Mirenco, Inc., an Iowa
corporation, ("Company"), is hereby granted to Darrell Jolley ("Participant"),
on the date and at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of this Agreement and the 1999
Common Stock Compensation Plan adopted by the Company on the 31st day of
December, 1999 ("Plan"), which is incorporated by reference herein. Capitalized
terms used but not defined herein, have the same meaning herein as in the Plan.
1. OPTION PRICE. The option price is Five Dollars ($5.00) for each
Share.
2. METHOD OF EXERCISING THE OPTION.
(a) DATE OF VESTING. Subject to other restrictions and
limitations in the Plan, this Option plan will continue to vest as
long as the undersigned is employed by Mirenco:
January 1, 2000 20,000
March 31, 2000 20,000
June 30, 2000 20,000
September 30, 2000 20,000
January 1, 2001 20,000
March 31, 2001 20,000
June 30, 2001 20,000
September 30, 2001 20,000
January 1, 2002 15,000
March 31, 2002 15,000
June 30, 2002 15,000
September 30, 2002 15,000
January 1, 2003 15,000
March 31, 2003 15,000
June 30, 2003 15,000
September 30, 2003 15,000
(b) MINIMUM SHARES. This Option may be exercised in whole or
in part, but not for less than Five Hundred (500) Shares at any one
time, unless fewer than Five Hundred (500) Shares are then purchasable
under the Option and the Option is then being exercised as to all such
Shares.
(c) WRITTEN NOTICE. This Option may be exercised only by the
Participant, Participant's legal representative, Participant's
beneficiary, or Participant's guardian, as provided in the Plan. This
Option may be exercised by giving written notice to the Company,
addressed to the attention of the Secretary of the Company. Such notice
shall (i) be signed by the Participant, Participant's legal
representative, beneficiary, or guardian entitled to exercise the
Option and, if being exercised by any person other than Participant, be
accompanied by proof, satisfactory to the Secretary for the Company, of
the right of such person to exercise the Option; (ii) state the
person(s) in whose name the stock certificates for such Shares is to be
registered, and the street address and the tax identification or social
security number of such person(s); (iii) specify the number of Shares
then elected to be purchased with respect to the Option and the date of
exercise thereof, which date shall be at least five (5) days after the
giving of such notice; (iv) contain such representations and agreements
as may be satisfactory to the Secretary for the Company, and unless a
Registration Statement under the Securities Act of 1933, as amended, is
in effect with respect to the Shares to be purchased, contain a
representation of Participant, Participant's legal representative,
Participant's beneficiary, or Participant's guardian, that the Shares
are being acquired for investment, and that the Shares will not be sold
or otherwise transferred except in compliance with all applicable
securities laws and regulations and all requirements of any stock
exchange or market upon which such Shares are then listed and/or
traded; and (v) be accompanied by payment in full of the Option Price
of the Shares to be purchased.
(d) PAYMENT OF OPTION PRICE. The Option Price upon exercise of
this Option shall be payable to the Company in full (i) in cash or its
equivalent (acceptable cash equivalents shall be determined at the sole
discretion of the Company); (ii) at the sole discretion of the Company
and upon such terms and conditions as the Company shall approve, by any
other method of payment as provided for in the Plan, or (iii) by a
combination of (i) and (ii).
(e) REGISTRATION RIGHTS. As promptly as practicable after the
Company's listing on any NASDAQ or other exchange, the Company shall
cause the shares underlying this Option to be registered for trading by
use of S-8 or other registration statement filed with the Securities
and Exchange Commission.
(f) CERTIFICATES. As promptly as practicable after receipt of
such written notice, required representations, payment, and the
satisfaction of any other requirement or provision of the Plan
applicable hereto, the Company shall cause to be issued and delivered
to the Participant, Participant's legal representative, Participant's
beneficiary, or Participant's guardian, certificates for the Shares so
purchased, registered in the name as specified in the written notice
and endorsed with any appropriate restrictive legends.
3. TRANSFERABILITY OF OPTION.
(a) IN GENERAl. This Option may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. Subject to the
applicable provisions of the Plan, Participant may designate a person
or persons to receive in the event of Participant's death, this Option
or any Shares pursuant thereto, to which Participant would then be
entitled. Such designation shall be made upon a form provided by the
Company substantially in the form of Exhibit A attached hereto, which
may be revoked or amended in writing by the Participant.
(b) ABSENCE OF BENEFICIARY. In the event of the death of
Participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of Participant's death, the
Company shall deliver this Option and any Shares pursuant thereto to
the executor or administrator of the estate of Participant, or if no
such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver this Option
and any Shares pursuant thereto to the spouse or to any one or more
dependents or relatives of Participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the
Company may designate.
(c) CREDITOR STATUS. This Option and any Shares payable
pursuant thereto (1) may not be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, the Participant, the Participant's
beneficiary or any other person, including claims for alimony, support,
separate maintenance and claims in bankruptcy proceedings and (2) shall
not be subject in any manner to anticipation, sale, alienation,
transfer, assignment, pledge, encumbrance, charge, attachment,
garnishment, levy or execution by Participant, Participant's
beneficiary, the creditors of either, and any other person. In the
event of a violation or attempted violation of any of the restrictions
and/or provisions of this subsection, the Company has the sole
discretion and authority to terminate this Option (without any
compensation therefore) by written notice to Participant and it shall
thereupon become null and void.
4. ADDITIONAL RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or regulation, including,
without limitation, the Internal Revenue Code of 1986, as amended, and the
Securities Act of 1933, as amended. As a condition to the exercise of this
Option, the Company may require the person exercising this Option to make any
representation or warranty to the Company as may be required by applicable law
or regulation or other restriction or agreement binding upon or otherwise
affecting the Shares of the Company.
5. BINDING EFFECT. This Agreement shall be binding on and inure to the
benefit of the Participant's beneficiaries and legal representatives
6. DATE OF GRANT. This Option was granted by the Company on the 31st day of
December, 1999.
MIRENCO, INC.
By: /s/ Dwayne Fosseen
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Dwayne Fosseen, CEO
ACKNOWLEDGMENT
Participant acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto, and represents that the Participant is familiar with the terms
and provisions thereof, and hereby accepts this Option subject to all the terms
and provisions thereof. Participant hereby agrees to accepting as binding,
conclusive and final all decisions or interpretations of the Committee relating
to the administration of the Plan.
Dated this 6th day of June, 2000.
/s/ DR Jolley
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Participant (please sign)
Darrell Jolley
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Participant (please type or print)
4224 Fair Oaks
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Street Address
Grapevine TX 76051
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City State Zip Code
###-##-####
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Social Security Number
EXHIBIT A
DESIGNATION OF BENEFICIARY
Pursuant to the provisions of the 1999 Common Stock Compensation Plan
(the "Plan") of Mirenco, Inc. (the "Company"). I hereby revoke all prior
designations (if any) of primary and secondary beneficiaries and hereby
designate the following persons as my primary and secondary beneficiaries of my
Option for 280,000 Shares of the Company which was granted to me on the 31st day
of December, 1999 pursuant to the Plan.
PRIMARY BENEFICIARY(IES)
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Name: Cynthia Y. Jolley Relationship: Wife Percentage:100%
Address: 4224 Fair Oaks, Grapevine, TX 76051
Name: _____N/A_______________ Relationship: _______ Percentage: _____
Address: ___________________________________________________________________
SECONDARY BENEFICIARY(IES)
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Name: Daniel Jolley Relationship: son Percentage: 50%
Address: 4224 Fair Oaks
Name: Caitlyn Jolley Relationship: daughter Percentage: 50%
Address: 4224 Fair Oaks
Name: N/A Relationship: ________ Percentage: ____%
Address: ___________________________________________________________________
I RESERVE THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION AT ANY
TIME AND WITHOUT NOTICE TO CURRENT OR PRIOR BENEFICIARIES.
Darrell Jolley /s/ DR Jolley
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Participant Name (Please Print) Participant Signature
6/6/00
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Date of Designation