EXHIBIT 99.19
INCENTIVE STOCK OPTION AGREEMENT
(Granted Pursuant to the 1995
Incentive Stock Option Plan
of Control Resources Corporation)
AGREEMENT, dated as of ______________________, 199_ between
Control Resources Corporation, a Delaware corporation (the
"Company"), and __________________________ (the "Optionee").
WHEREAS, the Optionee is now employed by the Company in
a key capacity and the Company desires to have him remain in the
employment of the Company so that he may have a direct
proprietary interest in its success.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth, the parties
hereto agree as follows:
1. Pursuant to the Control Resources Corporation 1995
Incentive Stock Option Plan (the "Plan") and subject to the terms
and conditions set forth therein, which are incorporated herein
by reference, the Company hereby grants to the Optionee during
the period commencing on the date hereof and ending on
______ 2006, the option ("Stock Option") to purchase from the
Company, from time to time, as hereinafter more specifically
stated, at a price of $ . per share (the "Option Price") up to
shares (the "Shares") of the Company's Common Stock, par value
$.Ol per share. This Stock Option may be exercised in whole at
any time during said period or in part from time to time during
said period, in minimum amounts of Shares or, in the event that
less than Shares remain available to be exercised hereunder, the
balance of Shares remaining to be exercised, subject to the
provisions of Section 2 of this Agreement.
2. Subject to the other terms of this Agreement
concerning the exercisability of this Stock Option, the Stock
Option shall become vested and the Shares subject to the Stock
Option shall become exercisable in cumulative stages as follows:
This Stock Option Shall
Become Exercisable With
Respect to the Following
On or After This Date Cumulative Number of Shares
--------------------- ---------------------------
This Stock Option may be exercised, from time to time, by the
delivery to the Treasurer of the Company of a written notice,
signed by the Optionee, specifying the number of Shares the
Optionee desires to purchase. If the written notice is mailed,
the date of its receipt by the Treasurer of the Company shall be
considered the date of exercise of this Stock Option by the
Optionee.
The written notice of exercise of this Stock Option, in
whole or in part, by the Optionee, shall be accompanied by a
check made payable in United States dollars to the order of the
Company in an amount equal to the Option Price multiplied by the
number of Shares the Optionee desires to purchase and the Company
shall ▇▇▇▇▇,▇▇ to the Optionee a certificate representing the
number of Shares purchased by the Optionee and registered in the
Optionee's name.
3. This Stock Option shall terminate and be of no
force or effect upon the happening of the first to occur of the
following events:
(a) The expiration of the time allowed for
exercise of this Stock Option as specified in Section I hereof;
or
(b) The termination of the employment of the
Optionee by the Company for "good cause", which shall be defined
as (i) a material breach by Optionee of the duties and
responsibilities of Optionee as an employee of the Company,
including but not limited to the poor performance of such duties
and responsibilities, (ii) the Optionee's non-compliance with any
rules of conduct that the Company has established for its
employees, (iii) the Optionee's improper disclosure of trade
secrets or other confidential information of the Company, (iv)
any defalcation by the Optionee of the Company's funds or assets,
or (v) the Optionee's conviction of a felony; or
(c) The expiration of thirty days after the date
of the termination (for any reason other than "good cause" or
Optionee's death) of the Optionee's employment by the Company
(for any reason other than in the case of "good cause" or his
death while in the employ of the Company); or
(d) The expiration of six months after the date
of death of the Optionee while in the employ of the Company.
The Optionee's termination of employment by the Company
for "good cause" shall constitute an offer by the Optionee to
sell and the Company thereupon shall have the right (but not the
obligation) to repurchase at the Option Price all Shares then
owned by the Optionee which were acquired pursuant to the Plan.
Such repurchase shall take place at a closing to be held at the
offices of the Company at 12 noon on a date that is no more than
two business days after the termination of Optionee's employment
by the Company for "good cause". Optionee shall deliver to the
Company certificates representing the Shares subject to such
repurchase, duly endorsed or accompanied by a duly executed blank
stock power and the Company shall deliver to Optionee cash or a
check in an amount equal to the product of the Option Price and
the number of Shares subject to such repurchase.
4. Whenever the word "Optionee" is used in any
provision of this Agreement under circumstances where the
provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom
this Stock Option may be transferred by Will or by the laws of
descent and distribution, it shall be deemed to include such
person or persons.
5. This Stock Option is not transferable by the
Optionee otherwise than by Will or the laws of descent and
distribution and, during the Optionee's lifetime, is exercisable
only by Optionee. No attempted assignment or transfer of this
Stock Option or the rights represented hereby, whether voluntary
or involuntary, or by operation of law or otherwise, except by
Will or the law of descent and distribution, shall vest in the
assignee or transferee any interest or right herein whatsoever.
6. The Optionee shall not be deemed for any purpose
to be a stockholder of the Company with respect to any Shares
which may be purchased pursuant to this Stock Option and as to
which this Stock Option has not been exercised and payment and
delivery made as provided herein.
7. The Company shall give the Optionee written notice
of any impending sale of which the Company is aware of 10% or
more of the outstanding Common Stock of the Company to any party
who is not an owner of Common Stock of the Company on the date of
this Agreement.
8. The existence of this Stock Option shall not
affect in any way the right or power of the Company or its
stockholders to make or authorize any recapitalizations,
reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the
Company, or any issuance of convertible debt or preferred stock,
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.
9. (a) In the event of an increase or reduction of
the number of shares of Common Stock outstanding without the
receipt of consideration by the Company (for any reason,
including, without limitation, a subdivision, consolidation or
other capital adjustment or a stock dividend), then (i) if any
increase in the number of shares of Common Stock outstanding, the
number of shares of Common Stock then remaining subject to this
Stock Option shall be proportionately increased and the Option
Price shall be proportionately reduced, and (ii) if a reduction
in the number of shares of Common Stock outstanding, the number
of shares of Common Stock then remaining subject to this Stock
Option shall be proportionately reduced and the Option Price
shall be proportionately increased.
(b) In the event the Company issues shares of Common
Stock after the date hereof for a net consideration per share
less than the fair market value per share of the Common Stock (as
last determined prior to such issuance by the Stock Option Plan
Committee pursuant to the Plan), the number of such shares which
may, at the time of such issuance, be purchased upon exercise of
this Stock Option and the Option Price shall be adjusted as
provided in this Section 9(b). Upon such issuance, the Option
Price (as theretofore adjusted) shall be adjusted to a price (to
the nearest cent) determined by dividing (A) an amount equal to
the sum of (i) the number of shares of the Company's Common Stock
outstanding immediately prior to such issuance multiplied by the
Option Price (as theretofore adjusted) plus (ii) the net
consideration received by the Company upon such issuance by (B)
the total number of shares of the Company's Common Stock
outstanding immediately after such issuance. Upon each
adjustment in the Option Price as provided by the preceding
sentence, the number of shares of Common Stock which may be
purchased upon exercise of this Stock Option shall be adjusted by
dividing (1) the Option Price (as in effect immediately prior to
the adjustment therein) multiplied by the number of shares of
Common Stock which may be purchased upon exercise of this Stock
Option by (11) the Option Price (as in effect immediately
following the adjustment therein). The conversion of securities
which are convertible into the Company's Common Stock shall
constitute the issuance of the Company's Common Stock at the time
of said conversion for a net consideration equal to the sum of
the net consideration received by the Company upon issuance of
said convertible security and the net consideration received by
the Company upon said conversion.
10. If the Company at any time registers any of its
shares of Common Stock on Form S-1 or other form of general
applicability with respect to the Company's Common Stock under
the Securities Act of 1933, as amended, or any similar Federal
statute, and the rules and regulations of the Commission issued
thereunder, as they each may, from time to time, be in effect
(the "Securities Act") for sale to the public, whether for its
own account or for the account of the officers or directors of
the Company, the Company will use its best efforts to register
the Stock Options granted pursuant to this Agreement on Form S-8
or other form of general applicability with respect to the
Company's Stock Options and register or qualify the Stock Options
under the securities or blue sky laws of such jurisdictions in
which the Company has registered its Common Stock within one year
after the offering of the Company's Common Stock to the public;
provided, however, that in no event will the filing of Form S-8
or other form of general applicability with respect to the Stock
Options by the Company cause the Company to breach any reasonable
agreement between the Company and any underwriter chosen by the
Company to underwrite the offering of the Company's Common Stock
or cause the Company to violate the Securities Act or any
applicable securities or blue sky laws of such jurisdictions in
which the Company has registered its Common Stock.
11. (a) After a merger of one or more corporations
into the Company, or after a consolidation of the Company and one
or more corporations in which the Company shall be the surviving
corporation, the Optionee shall, at no additional cost, be
entitled, upon exercise of this Stock Option, to receive the
number and class of shares of stock or other securities to which
the Optionee would have been entitled pursuant to the terms of
the agreement of merger or consolidation had the Optionee been
the holder of record of a number of such shares of Common Stock
of the Company equal to the number of such shares which the
Optionee may purchase upon exercise of this Stock Option. The
Company's Board of Directors shall determine, in its absolute and
uncontrolled discretion, the adjustment to be made and the extent
thereof.
(b) The Company shall give the Optionee
reasonable notice in written form of the dissolution or
liquidation of the Company, or upon the merger of the Company
into another corporation, or the consolidation of the Company
with one or more other corporations and one of such other
corporations or a new corporation shall be the resulting or
surviving corporation. Anything herein contained to the contrary
notwithstanding, upon the dissolution or liquidation of the
Company, this Stock Option shall terminate and be of no force or
effect; provided, however, the Optionee shall have the right
immediately prior to such dissolution or liquidation to exercise
this Stock Option with respect to any or all shares of Common
Stock hereby optioned to the extent that the same has not been
exercised and regardless of whether such shares were then
available for purchase hereunder. Anything herein to the
contrary notwithstanding, in the event of any such merger or
consolidation, this Stock Option shall become a Stock Option to
purchase on the terms and conditions herein set forth that number
of shares of the resulting or surviving corporation as is equal
to the number of shares that the Optionee would have obtained had
the Optionee fully exercised this Stock Option immediately prior
to such merger or consolidation. If for any reason the resulting
or surviving corporation does not agree to such conversion of
this Stock Option then the Stock Option shall become fully and
immediately exercisable.
12. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the
delivery of shares of Common Stock to the Optionee, any law or
regulations of any governmental authority having jurisdiction in
the matter shall require either the Company or the Optionee to
take any action or refrain from action in connection therewith,
the delivery of such shares shall be deferred until such action
shall have been taken or such restriction or action shall have
been removed.
13. As a condition of the granting of this Stock
Option, the Optionee agrees that any dispute or disagreement
which shall arise under this Agreement shall be reasonably
determined by the Company's Board of Directors and any such
determination by the Board of Directors shall be final, binding
and conclusive on all persons affected thereby.
14. 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, postage prepaid,
addressed as follows: to the Company at ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇; and to the Optionee at .
Either party may designate some other address by written notice
to the other party.
IN WITNESS WHEREOF, the Company and the Optionee have
duly executed this Agreement as of the date first set forth
above.
CONTROL RESOURCES CORPORATION
By: _____________________________
Chief Executive Officer
_____________________________
(OPTIONEE)