Exhibit 99.4
MICROFIELD GROUP, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
2004 STOCK INCENTIVE PLAN
THIS AGREEMENT is dated effective April 7, 2005, between Microfield
Group, Inc., an Oregon corporation (the "Company"), and Xxxxxx Xxxxxxx (the
"Optionee").
Pursuant to the Company's 2004 Stock Incentive Plan (the "Plan"), and
in connection with the Optionee's service to the Company as a director of the
Company, the Board of Directors has voted in favor of granting to the Optionee
an option to purchase Common Stock of the Company ("Common Stock") in the amount
and on the terms set out below. In consideration of the promises and mutual
covenants herein contained, the Company and the Optionee agree as follows:
1. The Company hereby grants to the Optionee upon the terms and
conditions hereinafter stated the right and option (the "Option") to purchase
all or any part of an aggregate of 50,000 shares of the Company's authorized but
unissued or reacquired Common Stock at a purchase price of $0.27 per share. The
Option will not be treated as an Incentive Stock Option, as defined in Section
422 of the Internal Revenue Code, as amended ("IRC"). The Option is granted
under, and is subject to, all the terms and conditions in the Plan.
2. The Option is granted upon the following terms:
2.1 DURATION OF OPTION. Subject to reductions in the
Option period as hereinafter provided, in the event of termination of service to
the Company or death of the Optionee, the Option shall continue in effect for a
period of five years from the date hereof.
2.2 TIME OF EXERCISE. Except as provided in paragraphs
2.5 and 2.7, the Option is fully vested and exercisable during its term.
2.3 LIMITATIONS ON RIGHTS TO EXERCISE. Except as provided
in paragraph 2.5, the Option may not be exercised unless at the time of such
exercise the Optionee is in the service of the Company or any parent or
subsidiary of the Company and shall have provided such service continuously
since the date such option was granted. Absence on leave or on account of
illness or disability under rules established by the Board of Directors shall
not, however, be deemed an interruption of services for this purpose.
2.4 NONASSIGNABILITY. The Option is nonassignable and
nontransferable by the Optionee except by will or by the laws of descent and the
distribution of the state and country of the Optionee's domicile at the time of
death, and is exercisable during the Optionee's lifetime only by the Optionee.
2.5 TERMINATION OF SERVICE
(a) In the event the service of the Optionee as
a director of the Company is terminated by retirement without cause, other than
in the circumstances specified in
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subsection (b) below, the Option held by the Optionee may be exercised at any
time prior to its expiration date or the expiration of 30 days after the date of
such termination of service, whichever is the shorter period, but only if and to
the extent the Optionee was entitled to exercise the Option on the date of such
termination.
(b) In the event the Optionee's service to the
Company as a director of the Company is terminated because of death or physical
disability (within the meaning of Section 6(a)(iv)(B) of the Plan) the Option
may be exercised at any time prior to its expiration date or the expiration of
one year after the date of such termination, whichever is the shorter period,
but only if and to the extent the Optionee was entitled to exercise the Option
on the date of such termination. If the Optionee's service is terminated by
death, the Option shall be exercisable only by the person or persons to whom the
Optionee's rights under the Option shall pass by the Optionee's will or by the
laws of descent and distribution of the state or country of the Optionee's
domicile at the time of death.
(c) In the event of the death or termination of
service of the Optionee, to the extent the Option shall not have been exercised
within the limited periods provided above, all further rights to purchase shares
pursuant to the Option shall cease and terminate at the expiration of such
periods.
2.6 PURCHASE OF SHARES. Shares may be purchased pursuant
to the Option only upon receipt by the Company of notice in writing from the
Optionee of the Optionee's intention to exercise, specifying the number of
shares as to which the Optionee desires to exercise the Option and the date on
which the Optionee desires to complete the transaction, which shall not be more
than 30 days after receipt of the notice, and, unless in the opinion of counsel
for the Company such a representation is not required in order to comply with
the Securities Act of 1933, as amended, containing a representation that it is
the Optionee's present intention to acquire the shares for investment and not
with a view to distribution. On or before the date specified for completion of
the purchase of shares pursuant to the Option, the Optionee must have paid the
Company the full purchase price of such shares in cash (including cash that may
at the election of the Company be the proceeds of a loan from the Company), in
shares of Common Stock of the Company previously acquired and held for not less
than one year by the Optionee, valued at fair market value as determined by the
Board of Directors, or in any combination of cash and shares of Common Stock of
the Company. No certificates for shares shall be issued until full payment
therefor has been made. The Optionee shall have none of the rights of a
shareholder until a certificate for shares is issued to the Optionee. The
Optionee shall, upon notification of the amount due, if any, and prior to or
concurrently with delivery of the certificates representing the shares with
respect to which the Option was exercised, pay to the Company amounts necessary
to satisfy any applicable federal, state, and local withholding tax
requirements. If additional withholding becomes required beyond any amount
deposited before delivery of the certificates, the Optionee shall pay such
amount to the Company on demand. In the absence of such payment, the Company may
withhold such amount from any funds owed by the Company to the Optionee.
2.7 CHANGES IN CAPITAL STRUCTURE. The number, class, and
price of securities for which the Option may be exercised are subject to
adjustment from time to time upon the happening of a stock split, stock
dividend, merger, consolidation, plan of exchange,
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reorganization, or other "Transaction" (as defined in the Plan) or dissolution,
in accordance with the provisions of Section 13 of the Plan.
3. Nothing in the Plan or this Agreement shall confer upon the
Optionee any right to be continued in the service of the Company, or shall
interfere in any way with the right of the Company to terminate the Optionee's
service as a director at any time, for any reason, with or without cause.
4. This Agreement shall be binding upon and shall inure to the
benefit of any successor or successors of the Company, but except as hereinabove
provided the Option herein granted shall not be assigned or otherwise disposed
of by the Optionee.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the day and year first hereinabove written.
MICROFIELD GROUP, INC.
By: /s/ A. Xxxx Xxxxxx
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A. Xxxx Xxxxxx, President
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Optionee's Home Address
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Optionee's Social Security Number:
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