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EXHIBIT 10(ee)
NON-STATUTORY STOCK OPTION AGREEMENT
This OPTION AGREEMENT (this "Agreement") is made as of the 18th day of
June, 1997, by and between SOUTH TEXAS DRILLING & EXPLORATION, INC., a Texas
corporation, with its principal place of business in San Antonio, Bexar County,
Texas (hereinafter called the "Company"), and SAN XXXXXXXX CORPORATION, a
Texas corporation, with its principal place of business in Corpus Christi,
Nueces County, Texas (hereinafter called "SP").
WHEREAS, incident to the transactions contemplated by the Asset
Purchase Agreement dated May _, 1997, by and between the Company, SP and
Xxxxxxx Xxxxxxxx ("Xxxxxxxx"), the Company desires to afford SP an opportunity
to purchase shares of the $0.10 par value common stock of the Company
(hereinafter called the "Stock").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. Corporate Authority. This Agreement is made pursuant to and in
accordance with the terms and provisions of a resolution adopted by the Board
of Directors of the Company on April 25, 1997.
2. Grant of Option. The Company hereby irrevocably grants to SP
the right and option to purchase all or any part of an aggregate of 150,000
shares of the Stock on the terms and conditions hereinafter set forth
(hereinafter referred to individually as an "Option" and collectively as the
"Options").
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3. Purchase Price. The purchase price of the shares of the Stock
covered by the Options shall be $1.50 per share (subject to adjustment as
provided in Section 11).
4. Time Option is Exercisable. SP shall have the right to
purchase all or a portion of the Stock subject to the Option at such times, and
from time to time, until June 15, 2002, at which time the Options shall
terminate. There is no obligation on SP to purchase any of the Stock subject to
the Options.
5. Exercise of Options. SP may exercise an Option by giving
written notice to the Company specifying the number of full shares to be
purchased and accompanied by payment of the full price thereof. No exercise of
an Option shall be complete and no Stock shall be delivered to SP prior to the
time that the full purchase price for such Stock has been paid. The purchase
price shall be paid in cash.
6. Transferability of Options. The Options may only be assigned,
transferred, pledged or hypothecated to Xxxxxxxx. Otherwise, the Options may
not be assigned, transferred, pledged or hypothecated in any manner and shall
not be subject to any form of execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Options contrary to the provisions of this Agreement, or the levy of any
execution, attachment or similar process upon the Options, shall be null and
void and of no effect. However, Xxxxxxxx may assign the Options upon his death.
7. Stockholder Rights. SP, (or Xxxxxxxx, if the Options are so
transferred) shall not have any of the rights of a stockholder merely because
of its/his ownership of the Options granted by this Agreement.
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8. Requirements of Law. If any law or regulation of the
Securities and Exchange Commission (the "SEC") or any other federal or state
commission or agency having jurisdiction requires the Company or SP to take any
action with respect to the Stock acquired by the exercise of the Options, then
the Company shall take such required actions within a reasonable period of time
and the date upon which the Company shall deliver the Stock shall be postponed
until full compliance has been made with all such legal or regulatory
requirements. Further, at or before the time of the delivery of the Stock, SP
shall, if requested by the Company, deliver to the Company its written
statement that it intends to hold the Stock so acquired by him on exercise of
any Option for investment and not with a view to resale or other distribution
thereof to the public. Further, in the event the Company shall determine that,
in compliance with the Securities Act of 1933, as amended (the "Act"), or any
other applicable federal or state statute or regulation, it is necessary to
register any of the shares of Stock with respect to which an exercise of any
Option has been made, or to qualify any such shares for exemption from any of
such requirements, the Company shall take such action at its own expense and
within a reasonable period of time, but not until such action has been
completed shall the Option shares be delivered to SP.
9. Restrictions on Sale or Other Transfer of Stock. SP (or
Xxxxxxxx) may not sell, assign or otherwise transfer any shares of Stock
purchased pursuant to the exercise of any Option granted hereunder in any
manner that violates the Act, or the Rules and Regulations of the SEC issued
thereunder, or any other federal or state laws, rules, and regulations
applicable to the sale or transfer of securities.
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10. Capital Adjustments Affecting Stock. In the event of a capital
adjustment resulting from a stock dividend, stock split, reorganization,
merger, consolidation, or a combination or exchange of shares, the number of
shares of Stock under Option shall be adjusted consistent with such capital
adjustment. The price of any share under Option shall be adjusted so that there
will be no change in the aggregate purchase price payable under exercise of any
such Option. The granting of an Option pursuant to this Agreement shall not
affect in any way the right or power of the Company to make adjustments,
reorganizations, reclassifications or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, or sell or transfer
all or any part of its business or assets.
11. Dissolution, Liquidation and Reorganization. In the event of
the dissolution or liquidation of the Company, any Option granted under this
Agreement shall terminate as of a date to be fixed by the Board, provided that
not less than thirty (30) days' written notice of the date so fixed shall be
given to SP, and SP shall have the right during such period to exercise all or
any part of his Options without regard to the limitations of Section 4.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by an authorized officer, and SP has hereunto set its hand, all as of
the day and year first above written.
SOUTH TEXAS DRILLING & EXPLORATION, INC.
By: /s/ Wm. Xxxxx Xxxxx
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Name: Wm. Xxxxx Xxxxx
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Title: President/CEO
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SAN XXXXXXXX CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: President
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