EXHIBIT 6.1.2.
CASPIAN ENERGY INTERNATIONAL, INC.
2001 EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
Optionee: Xxxxxx X. Xxxxxxxx
Number of Shares: 750,000
Option Price: $0.05
Date of Xxxxx: May 15, 2001
1. Grant of Option. Caspian Energy International, Inc. ("Company") hereby
---------------
grants to the above-named optionee ("Optionee"), under its 2001 Employee Stock
Option Plan ("Plan"), an Incentive Stock Option ("Option") to purchase at the
Option Price per share and on the terms and conditions set forth in this
agreement ("Option Agreement") shares ("Shares") of its Common Stock ("Common
Stock") as stated above. The Plan is incorporated herein by reference and made a
part of this Option Agreement. Capitalized terms not defined herein shall have
the respective meanings set forth in the Plan.
2. Period of Option and Limitations on Right to Exercise. The Option shall
-----------------------------------------------------
expire at 5:00 p.m., Dallas Time, on May 15, 2006 ("Expiration Date"), unless
sooner terminated after the date of the Optionee's termination of employment
with the Company by reason of Disability or death as set forth herein.
3. Exercise and Vesting.
--------------------
3.1 Such options shall be fully vested and exercisable in full upon the
grant hereof.
3.2 The exercise price for the options granted hereby shall be $0.05 per
share, which is the fair market value of the shares of the Company as of
the date hereof.
3.3 Options are non-transferable by Optionee, but may be exercised by
the estate of the Optionee at any time within 12 months following his death
or Disability, but only to the extent the options are exercisable on the
date of death.
3.4 The amounts of options and shares subject to issuance upon exercise
of options shall be adjusted for any stock split, stock dividend or
recapitalization of the Company's common stock.
3.5 Upon the termination of employment of the Optionee other than as a
result of his death or Disability, the Optionee may exercise the Option,
subject to its terms as set forth in this Option Agreement only within a
period of three (3) months after the date of termination of employment.
3.6 The Option shall be exercised by written notice directed to the
Secretary of the Company. Such written notice shall be accompanied by full
payment in cash, Common Stock (to the extent permitted by the Compensation
Committee in its sole discretion) which was previously acquired by the
Optionee, or any combination thereof acceptable to the Compensation
Committee (in its sole discretion) for the number of Shares specified in
such written notice. The value of the surrendered Common Stock used in
payment of the exercise price under the Option shall be equal to the Fair
Market Value thereof on the date of exercise, and the Optionee shall
deliver to the
Company a certificate or certificates representing such shares duly
endorsed to the Company or accompanied by a duly-executed separate
instrument of transfer satisfactory to the Committee.
3.7 The Optionee recognizes that the Committee may make such
provisions and take such steps as it may deem necessary or appropriate for
the withholding of any taxes that the Company or any Subsidiary is required
by any law or regulation or any governmental authority, whether Federal,
state or local, domestic or foreign, to make in connection with the
Optionee's exercise of the Option. If the Optionee is required to pay to
the Company an amount required to be withheld under applicable income tax
laws in connection with the exercise of the Option, the Optionee may
satisfy such obligation in whole or in part by making an election to have
the Company (i) withhold from the distribution of shares of Common Stock
issuable upon exercise of the Option shares having a Fair Market Value
equal to the amount so required to be withheld, or (ii) accept shares of
Common Stock previously acquired by Optionee having a Fair Market Value
equal to the amount so required to be withheld.
3.8 Subject to the terms of this Option Agreement, the Option may be
exercised at any time and without regard to any other option to purchase
stock of the Company held by the Optionee.
4. Nontransferability. The Option is not transferable except by will or
------------------
by the laws of descent and distribution and is subject to the provisions of
Section 8 hereof. The Option may be exercised during the lifetime of the
Optionee only by the Optionee.
5. Limitation of Rights. The Optionee shall have no rights as a
--------------------
stockholder with respect to the Shares covered by the Option until the Optionee
shall become the holder of record of such Shares. Neither the Plan, the granting
of the Option nor this Option Agreement shall impose any obligation on the
Company or any Subsidiary to continue the employment of the Optionee.
6. Stock Reserve. The Company shall at all times during the term of this
-------------
Option Agreement reserve and keep available such number of shares of Common
Stock as shall be sufficient to satisfy the requirements of this Option
Agreement. The Company shall pay all original issue taxes (if any) on the
exercise of the Option, and all other fees and expenses necessarily incurred by
the Company in connection therewith.
7. Optionee's Covenant. The Optionee hereby agrees to use his or her best
-------------------
efforts to provide services to the Company in a workmanlike manner and to
promote the Company's interests.
8. Restriction on Transfer. Except as otherwise provided in this Option
-----------------------
Agreement, the Option and all rights and privileges granted hereunder shall not
be transferred, assigned, pledged or hypothecated in any way, whether by
operation of law or otherwise, and shall not be subject to execution, attachment
or similar process.
9. Restrictions on Issuance of Shares. If at any time the Board of
----------------------------------
Directors or the Committee shall determine, in its discretion, that listing,
registration or qualification of the Shares covered by the Option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to the exercise of the Option, the shares acquired upon exercise of
this Option may not be sold in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors or the
Committee.
10. Plan Controls. In the event of any actual or alleged conflict between
-------------
the provisions of the Plan and the provisions of this Option Agreement, the
provisions of the Plan shall be controlling, and determinative.
11. Successors. This Option Agreement shall be binding upon any successor
----------
of the Company, in accordance with the terms of this Option Agreement and the
Plan.
12. Interpretation. It is the intent of the parties hereto that the Option
--------------
qualify for incentive stock option treatment pursuant to, and to the extent
permitted by, Section 422 of the Code. All provisions hereof are
intended to have, and shall be construed to have, such meanings as are set forth
in applicable provisions of the Code and Treasury Regulations to allow the
Option to so qualify.
13. Defined Terms. The following capitalized terms shall have the
-------------
following definitions.
(i) Disability means a permanent disability as determined by the
Committee consistent with the definition under Section 422(c)(7) of the
Code.
(ii) Fair market Value means the closing price of the shares on the
stock exchange or market on which the Common Stock is primarily traded on
the day on which such value is to be determined or, if no shares were
traded on such day, on the next preceding day on which shares were traded,
as reported by the National Quotation Bureau, Inc. or other national
quotation service.
14. Copy of Plan. Optionee acknowledges receipt of a description of the
------------
Plan, and in consideration of the foregoing grant, accepts the provisions of the
Plan and agrees to the above terms and conditions. Copies of the Plan will be
made available, and in the event of any conflict between the terms of the Plan
and this Agreement or the description, the Plan shall control.
15. Investment Intent. The Optionee hereby represents and warrants as
-----------------
follows:
a. The Shares will be acquired for the Optionee's own account
without the participation of any other person, with the intent of holding
the Shares for investment and without the intent of participating, directly
or indirectly, in a distribution of the Shares and not with a view to, or
for resale in connection with, any distribution of the Shares or any
portion thereof.
b. The Optionee, through the Optionee's position with the Company,
has access to all material information with regard to the Company.
c. The Optionee will not acquire the Shares based upon any
representation, oral or written, by any person with respect to the future
value of or income from the Shares but rather upon an independent
examination and judgment as to the prospects of the Company.
d. The Shares were not offered to the Optionee by means of publicly
disseminated advertisements or sales literature, nor is the Optionee aware
of any offers made to other persons by such means.
e. The Optionee acknowledges that the Optionee must continue to bear
the economic risk of the investment in the Shares for an indefinite period
and recognizes that the Shares will be: (i) transferred without
registration under any state or federal law relating to the registration of
securities for sale; and (ii) issued and transferred in reliance on the
exemption from registration provided by Section 4(2) of the United States
Securities Act of 1933, as amended (the "1933 Act").
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company, acting by and through its duly authorized
officers, has caused this Option Agreement to be executed, and the Optionee has
executed this Option Agreement, all as of the day and year first above written.
CASPIAN ENERGY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, President
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx
