EXHIBIT 99.5
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of January 30, 1995, between
Colorado MEDtech, Inc., a Colorado corporation (the "Company"), and Spectrum
Consultants, a California corporation ("Consultant").
WHEREAS, the Company, as an incentive to Consultant and to increase
Consultant's proprietary interest in the Company, desires to make available to
Consultant a nonstatutory option to purchase shares of the Common Stock of the
Company;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
parties agree as follows:
x. XXXXX OF OPTION. This option is granted effective January 30, 1995.
The Company hereby grants to Consultant the right and option (hereinafter
referred to as "the option") to purchase 10,000 shares of the Company's Common
Stock ("Shares"). The option shall be exercisable for three (3) years after the
date of this Agreement. The purchase price to be paid for such Common Shares
upon exercise of the option shall be $1.04 per share, which represents the
average of the closing bid and ask prices of the Common Stock as reported by
NASDAQ for the five trading days prior to date of grant, payable in cash.
2. METHOD OF EXERCISING OPTION. The option may be exercised, in whole at
any time or in part from time to time, by giving to the Company notice in
writing to that effect. Within thirty (30) days after the receipt by the
Company of notice of exercise of the option and upon due satisfaction of all
conditions pertaining to the option as set forth in this Agreement, the Company
shall cause certificates for the number of Shares with respect to which the
option is exercised to be issued in the name of Consultant, or Consultant's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees, and to be delivered to Consultant or Consultant's
executors, administrators, or other legal representatives, heirs, legatees, next
of kin, or distributees. Payment of the purchase price for the shares with
respect to which the option is exercised shall be made to the Company upon the
delivery of such stock, together with revenue stamps or checks in an amount
sufficient to pay any stock transfer taxes required on such delivery. The
Company shall give the person or persons entitled to the same at least five (5)
days' notice of the time and place for delivery and for the payment of such
purchase price.
3. CONDITIONS OF OPTION. The option herein granted to Consultant shall
not be transferable by Consultant other than by will or the laws of descent and
distribution, without the Company's written consent.
4. REPRESENTATION AS TO INVESTMENT. The exercise of such option and the
delivery of the Shares subject to the option will be contingent upon the Company
being furnished by Consultant, Consultant's legal representatives, or other
persons entitled to exercise such option with a statement in writing, in
substantially the form attached as Exhibit A hereto, that at the
time of such exercise it is Consultant's or their intention to acquire the
Shares being purchased solely for investment purposes and not with a view to
distribution.
5. NOTICES. Any notice to be given by Consultant as required by this
Agreement shall be sent to the Company at its principal executive offices and
any notice from the Company to Consultant shall be sent to Consultant at
Consultant's address as it appears on the Company's books and records. Either
party may change the address to which notices are to be sent by informing the
other party in writing of the new address.
6. RESTRICTION AGAINST ASSIGNMENT. Except as otherwise expressly
provided above, Consultant agrees on behalf of Consultant and of Consultant's
executors and administrators, heirs, legatees, distributees, and any other
person or persons claiming any benefits under Consultant by virtue of this
Agreement, that this Agreement and the rights, interests, and benefits under it
shall not be assigned, transferred, pledged, or hypothecated in any way by
Consultant or any executor, administrator, heir, legatee, distributee, or other
person claiming under Consultant by virtue of this Agreement. Such rights,
interest, or benefits shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge or hypothecation, or other
disposition of this Agreement or of such rights, interests, and benefits
contrary to the preceding provisions, or the levy of any attachment or similar
process thereupon, shall be null and void and without effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its corporate name by its duly authorized corporate officers, and Consultant has
hereunto set Consultant's hand, as of the day and year first above written.
ATTEST: COLORADO MEDTECH, INC.
By: By:
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Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxx, President
Secretary
CONSULTANT
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Xxxxxx Xxxxxxx Xxxxxxxxxxxx
President, Spectrum Consultants
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