Exhibit 4.11
Syntroleum - Stock Option Agreement
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CONFIDENTIAL
This Stock Option Agreement (the "Agreement") made this 20th day of June,
1997, by and between Syntroleum Corporation, an Oklahoma Corporation
("Syntroleum") and Xxxx Xxxxxx ("Grantee"), evidences the grant by Syntroleum of
an option (the "Option") to Grantee to purchase shares of Syntroleum common
stock, par value $0.001 per share ("Common Stock"), pursuant to action of the
Board of Directors on June 20, 1997 (the "Date of Grant") and Grantee's
acceptance of the Option in accordance with the provisions of this Agreement.
Syntroleum and Grantee agree as follows.
1. Grant of Option and Exercise Price. Grantee shall have an option to
purchase 20,000 shares of Common Stock at an exercise price of $12.00 per share,
the fair market value of Syntroleum Common Stock as determined by Syntroleum's
Board of Directors on the Date of Grant, subject to the terms and conditions of
this Agreement.
2. Vesting. Except as otherwise provided in Section 3 below, this Option
shall vest as follows: (a) the right to exercise the Option and purchase 6,667
shares shall vest on the first annual anniversary of the Date of Grant, (b) the
right to exercise the Option and purchase 6,667 shares shall vest on the second
annual anniversary of the Date of Grant, and (c) the right to exercise the
Option and purchase the remaining 6,666 shares shall vest on the third annual
anniversary of the Date of Grant.
3. Exercise Period. The Option may be exercised from time to time with
respect to all or any number of the then vested, unexercised shares on any
regular business day of Syntroleum at its then executive offices, until the
earliest to occur of the following dates:
(a) the tenth anniversary of the Date of Grant;
(b) one year after the date of Grantee's termination of employment with
Syntroleum by reason of death or disability;
(c) the third annual anniversary of Grantee's retirement;
(d) the date 30 days following the date upon which Grantee's employment with
Syntroleum terminates for any reason other than those described in subsections
(b) or (c) of this Section 3.
Syntroleum - Stock Option Agreement
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CONFIDENTIAL
4. Exercise.
(a) During the period that the Option is exercisable, it may be
exercised in full or in part by Grantee or, in the event or Grantee's death, by
the person or persons to whom the Option was transferred by will or the laws of
decent and distribution, by delivering or mailing written notice of the exercise
to the Secretary of Syntroleum. The written notice shall be signed by each
person entitled to exercise the Option and shall specify the address and Social
Security number of each such person. If any person other than Grantee purports
to be entitled to exercise all or any portion of the Option, the written notice
shall be accompanied by proof, satisfactory to Syntroleum, of that entitlement.
(b) Subject to the provisions of subsections (d) and (e) of this Section
4, the written notice shall be accompanied by full payment of the exercise price
for the shares as to which the Option is exercised either (i) in cash or cash
equivalents, (ii) in shares of Syntroleum Common Stock evidenced by certificates
either endorsed or with stock powers attached transferring ownership to
Syntroleum, with the aggregate fair market value equal to said exercise price on
the date the written notice is received by the Secretary, or (iii) in any
combination of cash or cash equivalents and such shares.
(c) Notwithstanding the provisions of subsection (b) of this Section 4,
shares acquired through the exercise of an ISO granted under the Plan may be
used as payment at exercise under this Agreement only if such shares have been
held for at least 12 months following such acquisition.
(d) In lieu of payment of the exercise price by way of delivery of
certificate(s) evidencing shares of Syntroleum Common Stock, Grantee may furnish
a notarized statement reciting the number of shares being purchased under the
Option and the number of Syntroleum shares owned by Grantee which may be freely
delivered as payment of all or a portion of the exercise price, all pursuant to
rules adopted by and subject to the consent of the Syntroleum Board of
Directors, in which event Grantee will be issued a certificate for new shares of
Common Stock representing the number of shares as to which the Option is
exercised, less the number of shares described in the notarized statement as
constituting payment under the Option.
(e) In lieu of payment of the exercise price in cash, shares of
Syntroleum Common Stock, or by delivery of a statement of ownership pursuant to
subsection (d) of this Section 4, Grantee may, if the Board of Directors
consents and pursuant to its rules, pay the exercise price for shares as to
which the Option is exercised by surrendering his right to exercise a portion of
the Option equal in value to said exercise price. Grantee shall then receive a
certificate for the number of shares issuable pursuant to Grantee's exercise of
the Option, reduced by a number of shares with an aggregate fair market value
equal to the exercise price, which latter number of shares would be deemed
purchased pursuant to the exercise of the Option and thus no longer available
under the Option.
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Syntroleum - Stock Option Agreement
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CONFIDENTIAL
(f) In the event Grantee pays the Option exercise price by delivery of a
notarized statement of ownership or by surrendering his right to exercise a
portion of the Option as described in subsections (d) and (e) of this Section 4,
the number of shares remaining subject to the Option shall be reduced not only
by the number of new shares issued upon exercise of the Option but also by the
number of previously owned shares listed on the notarized statement of ownership
and deemed to be surrendered as payment of the exercise price or, as applicable,
by the number of shares in connection with which Grantee has surrendered his
right to exercise the Option.
(g) The written notice of exercise will be effective and the Option
shall be deemed exercised to the extent specified in the notice on the date that
the written notice (together with required accompaniments respecting payment of
the exercise price) is received by the Secretary of Syntroleum at its executive
offices during regular business hours.
5. Transfer of Shares; Tax Withholding. As soon as practicable after receipt
of an effective written notice of exercise and full payment of the exercise
price as provided in Section 4 above, the Secretary of Syntroleum shall cause
the appropriate number of shares of Syntroleum Common Stock to be issued to the
person or persons exercising the Option by having a certificate or certificates
for such number of shares registered in the name of such person or persons and
shall have each certificate delivered to the appropriate person. Each such
certificate shall bear a legend describing (a) Syntroleum's right of first
refusal in the event such person desires or attempts to transfer such shares, as
set forth in Section 6, and (b) the restrictions imposed by applicable state and
federal securities laws, as described in Section 7(c), to the extent applicable.
Notwithstanding the foregoing, if Syntroleum requires reimbursement of any tax
required by law to be withheld with respect to shares of Syntroleum Common Stock
issuable upon exercise of the Option, the Secretary shall not issue or deliver
such shares until the required payment is made.
6. Right of First Refusal. All shares acquired upon exercise of the Option
shall be subject to a right of first refusal requiring Grantee to offer such
shares for sale to Syntroleum at their then fair market value, prior to sale or
other transfer to any third party. When Grantee, or any other party to whom
shares of stock acquired pursuant to the exercise of the Option are issued,
desires to sell or otherwise transfer such shares, prior written notice of such
proposed sale or transfer must be mailed to the Secretary of Syntroleum. The
date such notice is received shall be the effective date of such notice and
Syntroleum will then have three business days within which to exercise its right
of first refusal by purchasing all or part of such shares at the fair market
value on the date such purchase occurs. Failure to purchase such shares by
Syntroleum within such time period shall serve to waive Syntroleum's right of
first refusal. The Secretary of Syntroleum may also waive such right by
delivering written evidence of such waiver to the party desiring to sell such
shares.
7. Miscellaneous.
(a) The rights under this Agreement may not be transferred except by
will or the laws of descent and distribution. The rights under this Agreement
may be exercised during the lifetime of Grantee only by Grantee (or by his
guardian or legal representative). The terms of this
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Syntroleum - Stock Option Agreement
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CONFIDENTIAL
Option shall be binding upon the executors, administrators, heirs, successors,
and assigns of Grantee.
(b) Authorized leaves of absence from Syntroleum shall not constitute a
termination of employment for purposes of this Agreement. For purposes of this
Agreement, an authorized leave of absence shall be an absence while Grantee is
on military leave, sick leave, or other bona fide leave of absence so long as
Grantee's right to employment with Syntroleum is guaranteed by statute,
contract, or company policy.
(c) This Option may not be exercised if the issuance of shares of
Syntroleum's Common Stock upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation.
Grantee, as a condition to his exercise of this Option, shall represent to
Syntroleum that the shares of Syntroleum Common Stock to be acquired by exercise
of this Option are being acquired for investment and not with a present view to
distribution or resale, unless counsel for Syntroleum is then of the opinion
that such a representation is not required under the Securities Act of 1933 or
any other applicable law, regulation, or rule of any governmental agency.
(d) Grantee shall have no rights as a shareholder with respect to any
shares covered by the Option until the date of the actual issuance of the
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date the shares or any part thereof
are issued pursuant to exercise of all or any part of the Option.
(e) Grantee agrees not to disclose to any person, directly or
indirectly, the terms of this Agreement or any other matters relating to the
Option or the shares, including the number of shares subject to the Option or
purchased hereunder, without the prior consent of Syntroleum.
(f) Grantee acknowledges and understands that the Option and underlying
shares of Common Stock are not registered under the Securities Act of 1933, as
amended, (the "Act") or any applicable state securities laws by reason of
claimed exemptions from registration thereunder which depend in part on
Grantee's investment intention as outlined in this Agreement and that he is
aware that no federal or state agency has made any review, finding or
determination regarding the terms of the acquisition of the Option and
underlying shares of Common Stock nor any recommendation or endorsement of the
Option and underlying shares of Common Stock as an investment, and he must
forego the security, if any, that such a review would provide.
(g) The Option being granted and the underlying shares of Common Stock
will be held by Grantee for investment purposes only and not with a view to or
for resale, transfer, or other distribution and that Grantee has no agreement or
other arrangement, formal or informal, with any person to sell, transfer or
pledge any part of the Option or which would guarantee him any profit or protect
him against any loss with respect to the Option and underlying shares of Common
Stock. Further, Grantee has no plans to enter into any such agreement or
arrangement, and,
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Syntroleum - Stock Option Agreement
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CONFIDENTIAL
consequently, Grantee must bear the economic risk of an
investment in the Option and underlying shares of Common Stock for an indefinite
period of time.
(h) Grantee is the sole party in interest with respect to the grant of
the Option and issuance of the underlying shares of Common Stock and has
sufficient knowledge and experience in financial and business matters to enable
him to evaluate the merits and risks of this investment.
(i) Grantee recognizes the speculative nature and the high risk of loss
associated with the grant of the Option and issuance of the underlying shares of
Common Stock of Common Stock and affirms that the transaction is suitable and
consistent with Grantee's investment program and financial situation, which
enables Grantee to bear the high risk of this investment.
(j) Grantee understands and agrees that the Option and underlying shares
of Common Stock are subject to certain restrictions or transfer and further
acknowledges that the Option and underlying shares of Common Stock will be
"restricted" as defined in Rule 144 under the Act and therefore may not be sold
or transferred by Grantee except pursuant to an effective registration statement
under the Act and applicable state securities laws or unless exemptions from
such registration are, in the opinion of Syntroleum's counsel, available with
respect to such proposed sale or transfer. Such exemptions are not now available
and it is not anticipated that any such exemptions will become available in the
future.
(k) The existence of the Option granted in this Agreement shall not
affect in any way the right or the power of Syntroleum or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in Syntroleum's capital structure or its business, or any merger
or consolidation of Syntroleum, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of Syntroleum or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
preceding, whether of a similar character or otherwise.
(l) Every notice or other communication relating to this Agreement shall
be in writing and shall be mailed to or delivered to the party for whom it is
intended at such address as may from time to time be designated by such party.
(m) The validity and effect of this Agreement and the rights and
obligations of the parties, and all other persons affected by this Agreement
shall be construed and determined in accordance with the laws of the State of
Oklahoma.
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Syntroleum - Stock Option Agreement
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CONFIDENTIAL
IN WITNESS WHEREOF, Syntroleum, by its duly authorized officer, and Grantee
have signed this Agreement as of the date first above written.
SYNTROLEUM CORPORATION
/s/ Xxxx X. Xxxx
Xxxx X. Xxxx
President/COO
Grantee's Name: X.X. Xxxxxx
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Grantee's Title: European Representative
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