Exhibit 99.2
ISO BLOCK PRODUCTS USA, INC.
WICKER STOCK OPTION
OPTION TO PURCHASE
No. - 002 **500,000** SHARES
THIS Stock Option, dated as of February 12, 2000 ("Date of Grant"), is
granted by ISO BLOCK PRODUCTS USA, INC., a Colorado corporation ("Company"), to
DEAN WICKER ("Optionee").
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and other good and valuable consideration rendered to the Company by
Optionee, the receipt and sufficiency of which the Company acknowledges, the
parties hereto hereby agree as follows:
1. Grant. The Company hereby grants to the Optionee an option (the
"Option") to purchase Five Hundred Thousand (500,000) shares of the Company's
common stock, no par value per share (the "Option Shares") at the price of
Twelve Cents (US$0.125) per share (the "Purchase Price" or "Exercise Price").
Both the Purchase Price and the number of Option Shares purchasable may be
adjusted pursuant to Paragraph 7 hereof.
2. Term and Vesting. The Option granted herein is fully vested on the date
of grant and is exercisable in whole or from time to time in part during the
period beginning on the Date of Grant, ending at 5:00 o'clock p.m. (Mountain
Time) on February 11, 2005, except as provided in Paragraph 4 hereof or
otherwise herein.
3. Exercise of Option. During the Optionee's life, this Option may only be
exercised by Optionee or a permitted assign. This Option may only be exercised
by (and shall be deemed exercised upon) presentation of this at the principal
offices of the Company with written notice to the Company's Secretary advising
the Company of the Optionee's election to purchase Option Shares, specifying the
number of Option Shares being purchased and accompanied by due payment. No
Option Shares shall be issued until full payment is made therefor. Payment shall
be made by any one or more of the following means:
(i) in cash, represented by bank or cashier's check, certified check or
money order, personal check, or made by bank wire transfer;
(ii) by offsetting against the purchase price a cash obligation of the
Company which is both liquidated (meaning the dollar amount is fixed and
known or easily determinable) and uncontested;
4. Issuance of Option Shares; Registration. Upon proper exercise of this
Option, the Company shall mail or deliver to the Optionee, as promptly as
practicable, a stock certificate or certificates representing the Option Shares
purchased. The Company shall not be required to sell or issue any shares under
the Option if the issuance of such shares shall constitute a violation of any
applicable law or regulation or of any requirements of any securities exchange
or quotation medium upon which the Company's common stock may be listed.
If the Option Shares purchasable have not been registered under the
Securities Act of 1933, as amended (the "Act"), under cover of Form S-8 at the
time the Optionee desires to make any exercise thereof, then the Company agrees
that it will and shall be obligated to register the Option Shares promptly under
the Act, on Form S-8, at the Company's sole expense. If for any reason Form S-8
is not then available for the registration of the Option Shares, then (i) the
Company agrees that it will at its expense take such steps as may be required to
1
become eligible to use Form S-8, including if necessary the filing of an
appropriate registration statement under Section 12(g) of the Securities
Exchange Act of 1934, as amended, at the Company's sole expense, and (ii) the
term during which this Option may be exercised shall be automatically extended
for the period of time from the Optionee's first request for exercise of this
Option through the date the registration statement on Form S-8 becomes
effective.
If Form S-8 has been withdrawn and no similar form then is available, then
the Company shall be required to exercise the Option Shares at its sole expense
under cover of a different available registration statement. The Optionee's
right to obtain registration of the Option Shares under cover of Form S-8 or
other appropriate form is judicially enforceable, and the Company shall bear and
reimburse all of Optionee's expenses, including actual attorneys' fees, incurred
in judicially enforcing this right.
5. Limitations on Transfer or Encumbrance of this Option. This Option may
not be transferred or assigned in any manner by the Optionee, except as
permitted in this Section.
(a) This Option may be transferred by will or trust upon the Optionee's
death, or under the laws of descent and distribution, or pursuant to a
"qualified domestic relations order" as defined in Title I of the Employee
Retirement Income Security Act (ERISA) or as otherwise permitted by Title I of
ERISA. The same restrictions on transfer or assignment shall apply to any heirs,
devisees, beneficiaries, legal representatives or other persons acquiring this
Option or an interest herein under such an instrument or by operation of law.
Further, this Option shall not be pledged, hypothecated or otherwise encumbered,
by operation of law or otherwise, nor shall it be subject to execution,
attachment or similar process. Any attempt to transfer or otherwise dispose of
this Option in contravention of its terms shall void this Option.
(b) After the death of the Optionee, his executors, administrators or
personal representatives, or any person or persons to whom the Option may be
transferred by will, trust or by the laws of descent and distribution, shall
have the right, at any time prior to termination hereof, to exercise this Option
pursuant to its terms. However, nothing contained in this Option shall be
construed to extend its term or to permit exercise of this Option after
expiration of its term, nor shall it be construed to increase the number of
shares as to which this Option is exercisable from the amount exercisable on the
date of termination of the Optionee's employment or relationship as a consultant
or director.
(c) This Option confers no right upon the Optionee with respect to the
continuation of his employment (or his position as an officer, director or other
provider of services) with the Company or any parent or subsidiary of the
Company, and shall not interfere with the right of the Company, or any parent or
subsidiary of the Company, to terminate such relationship(s) at any time in
accordance with law and any agreements then in force.
6. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to Option Shares until the date a stock certificate is
issued for such shares. No adjustment for dividends, or otherwise, except as
provided in Paragraph 7, shall be made if the record date therefor is prior to
the date of exercise of such Option.
7. Changes in the Company's Capital Structure. The existence of this Option
shall not limit or affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Option
Shares or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
The Option Shares are shares of the Common Stock of the Company as currently
constituted. In certain instances, the number of Option Shares purchasable and
the exercise price of this Option shall be adjusted as provided herein. Every
adjustment in this Option shall be made without change in the total exercise
price payable but with a corresponding adjustment in the exercise price per
share and number (and if applicable, kind) of Option Shares purchasable. In the
event of the dissolution or liquidation of the Company, any outstanding and
unexercised options shall terminate as of a future date to be fixed by the Board
of Directors.
2
(a) If, prior to the Company's delivery of all the Option Shares subject to
this Option, the Company shall effect a subdivision (split) or combination
(reverse split) of shares or other capital readjustment, the payment of a common
stock dividend, or other increase or reduction of the number of shares of common
stock outstanding, without receiving compensation therefor in money, services or
property, then (i) in the event of an increase in the number of such shares
outstanding, the Purchase Price shall be proportionately reduced and the number
of Option Shares then still purchasable shall be proportionately increased; and
(ii) in the event of a reduction in the number of such shares outstanding, the
Purchase Price payable per share shall be proportionately increased and the
number of Option Shares then still purchasable shall be proportionately reduced.
If the Company shall effect any change in the nature of a recapitalization or
reclassification which changes the Common Shares into a different class or type
of shares, then this Option shall thereafter permit the purchase of such number
of the different class or type of shares into which the number of Option Shares
purchasable (if then outstanding) would have been changed as of the date of the
change.
(b) If, prior to the Company's delivery of all the Option Shares subject to
this Option, the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation, by reason of any
"Reorganization," defined as any reorganization, merger, consolidation, share
exchange or other business combination involving the Company, or any sale or
lease of all or substantially all of the assets of the Company, then appropriate
adjustment shall be made in the number and kind of shares as to which this
Option shall be exercisable, to the end that the proportionate interest of the
Optionee shall, to the extent practicable, be maintained as before the
occurrence of such event. The Board of Directors shall provide to Optionee not
less than thirty (30) calendar days' advance written notice of any date fixed by
the Board of Directors pursuant to this Paragraph 7 and of the terms of any
Reorganization. Optionee shall have the right during such period to exercise
this Option only to the extent that the Option was exercisable on the date such
notice was provided to the Optionee.
(c) Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the Purchase Price or the number of Option Shares then
subject to this Option.
8. Withholding Taxes. Pursuant to applicable federal and state laws, the
Company may be required to collect withholding taxes upon any exercise of this
Option. The Company may require, as a condition to any exercise of this Option,
that the Optionee concurrently pay to the Company the entire amount or a portion
of any taxes which the Company is required to withhold by reason of such
exercise, in such amount as the Board of Directors or Compensation Board of
Directors of the Board in its discretion may determine. In lieu of part or all
of any such payment, the Optionee may elect, with the consent of the Board of
Directors or Compensation Committee, to have the Company withhold from the
Option Shares to be issued upon exercise of this Option that number of shares
having a fair market value equal to the amount which the Company is required to
withhold.
9. Notices, etc. Any notice hereunder by the Optionee shall be given to the
Company in writing, and such notice and any payment by the Optionee hereunder
shall be deemed duly given or made only upon receipt thereof at the Company's
office at 8037 South Datura Street, Littleton, Colorado 80120, or at such other
address as the Company may designate by notice to the Optionee. Any notice or
other communication to the Optionee hereunder shall be in writing and shall be
deemed duly given or made if mailed or delivered to the Optionee at the last
address as the Optionee may have on file with the Company's Secretary.
11. Litigation. By accepting this Option, the Optionee agrees that, in the
event Optionee or Optionee's successor should bring any lawsuit or other action
or proceeding ("Action") against the Company or an Affiliated Company based upon
or arising in relation to this Option, the party not prevailing in the Action
shall be required to reimburse the costs and expenses, including reasonable
attorneys' fees, incurred by the party prevailing in such action and appealing
any award by a lower court.
3
12. Governing Law. This Option shall be governed under and construed in
accordance with the laws of the State of Colorado or applicable successor law if
the Company should redomicile from the State of Colorado to a different
jurisdiction. This address shall be binding on the Company and the Optionee and
all successors, assigns, heirs, devisees and personal representatives thereof.
13. Option Status. This Option is not granted under any stock option or
similar plan of the Company but is a written compensation contract that shall
constitute an "employee benefit plan of the Company within the meaning of Rule
405 of the General Rules and Regulations under the Securities Act of 1933, as
amended.
NOTE: This Option must match the Control copy maintained by the Company, in
all particulars and must bear original signatures and original authticating
initials.
IN WITNESS WHEREOF, the Company has executed this Stock Option as of
February 12, 2000.
ISO BLOCK PRODUCTS USA, INC.
(SEAL)
By .............................
Authorized Officer
By ......................................
Secretary or Assistant Secretary
4
E X E R C I S E F O R M
To the Corporate Secretary,
ISO BLOCK PRODUCTS USA, INC.: No. of Shares______________
I hereby irrevocably elect to purchase, pursuant to the terms of the
foregoing Stock Option ("Option"), the above number of shares of the common
stock of the Company at the price of US$0.125 per share and herewith make
payment in the amount of $____________________ payable to the order of ISO BLOCK
PRODUCTS USA, INC., or its successor, and request that a certificate(s)
evidencing such shares be issued in the name of:
Please insert Soc. Security or Exact Name of Person
other tax I.D. number: Exercising Option:
- ---------------------------------- ---------------------------------
- --------------------------------------------------------------------------------
(please print address, including zip code)
and, if such number of shares shall not be all of the shares purchasable under
the Option, that a new Option of like tenor for the balance of the remaining
common shares purchasable under the Option be delivered to the undersigned at
the address stated above. I elect to make payment by the other method stated
below (check one):
[___] Cash, in the form of bank or cashier's check, certified check or money
order, personal check or bank wire;
[___] Offset against a liquidated (amount known) and uncontested cash obligation
owed to me by the Company.
DATED:________________________, 19_____
X..................................
Signature of Option Holder