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Exhibit 10.173
WILSHIRE TECHNOLOGIES, INC
NON-QUALIFIED STOCK OPTION
(NON-EMPLOYEE DIRECTOR)
1995 STOCK OPTION PLAN
THIS IS TO CERTIFY that on May 1, 2000, WILSHIRE TECHNOLOGIES, INC., a
California corporation (the "Company") has granted to Ronald Cantwell (the
"Optionee") an option to purchase 25,000 fully-paid and nonassessable shares of
common stock of the Company, no par value, at a price of $0.19 per share, upon
the terms and conditions hereinafter stated, to all of which the Optionee, by
the acceptance hereof, assents.
1. Option Period and Conditions on Exercise.
The option shall not be exercisable with respect to any of the shares
subject to the option after the expiration of five years from the date
of grant, and the option shall not be exercisable with respect to
fractional shares. This option vests as to all 25,000 shares on May 1,
2000.
2. Effect of Termination of Directorate/Effect of Death.
a. If Optionee ceases to be a director of the Company for any reason
other than death, Optionee may exercise this option in accordance
with its terms only for a period of ninety days after such
cessation (but not beyond the Option Period). Any exercise of
this option after such
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cessation may be only to the extent of the full number of shares
the Optionee was entitled to purchase under this option on the
date of such cessation, plus a portion of the additional number
of shares, if any, he would have become entitled to purchase on
the next anniversary date of the date of grant of the option
following such cessation, such portion to be determined by
multiplying such additional number of shares by a fraction, the
numerator of which is the number of days from the anniversary
date of the date of grant preceding such cessation to the date of
such cessation and the denominator of which is 365. Such portion
shall be rounded, if necessary, to the nearest whole share.
b. If the Optionee dies, this option continues in effect and may be
exercised in accordance with its terms for twelve months from the
date of the Optionee's death (but not beyond the Option Period)
by the executor or administrator of the estate, or in the event
there is none, then by the person or persons to whom the
Optionee's rights under this option shall pass by will or the
laws of descent and distribution. Any exercise of this option
after such death may be only to the extent of the full number of
shares the Optionee was entitled to purchase under this option on
the date of
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death, plus a portion of the additional number of shares, if any,
he would have become entitled to purchase on the next anniversary
date of the date of grant of the option following such death,
such portion to be determined by multiplying such additional
number of shares by a fraction, the numerator of which shall be
the number of days from the anniversary date of the date of grant
preceding such death to the date of death and the denominator of
which shall be 365. Such portion shall be rounded, if necessary,
to the nearest whole share.
3. Manner of Exercise.
This option shall be exercised by giving written notice to the Company
addressed in the manner specified in paragraph 7, specifying the number
of shares to be purchased and accompanied by payment in full in cash, or
in whole or in part in Common Stock, as provided in paragraph 9, for the
shares purchased.
4. Nontransferability of Option.
This option shall not be transferable except to the executor or
administrator of the Optionee's estate or to the Optionee's heirs or
legatees, and shall be exercisable during the Optionee's lifetime only
by the Optionee. This option may, however, be surrendered to the Company
for cancellation for such consideration and upon such terms as may be
mutually
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agreed upon by the Company and the Optionee.
5. Adjustment of Shares and Price Per Share.
The number of shares subject to this option shall be adjusted as
follows:
(a) In the event the Company's outstanding common stock is changed by
any stock dividend, stock split, or combination of shares, the
number of shares subject to this option shall be proportionately
adjusted, without change in the aggregate purchase price;
(b) Except as provided in subsection (d) hereof, in the event of any
merger, consolidation, or reorganization of the Company with any
other corporation or corporations, there shall be substituted on
an equitable basis, for each share of common stock then subject
to this option, an option for the number and kind of shares of
stock or other securities to which the holders of common stock of
the Company will be entitled pursuant to the transaction;
(c) In the event of any other relevant change in the capitalization
of the Company, this option and the purchase price per share
shall be equitably adjusted.
(d) In the event of a merger described in Section 368(a)(2)(E) of the
Internal Revenue Code of 1986 in which the Company is the
surviving corporation, this
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option shall terminate and thereupon become null and void but
only if the controlling corporation shall agree to exchange its
options for this option; but the Optionee shall have the right,
immediately prior to such merger, to exercise this option,
without regard to any otherwise applicable restriction as to time
of exercise, other than expiration of the Option Period;
(e) Upon the dissolution of the Company, this option shall terminate
and thereafter become null and void; but the Optionee shall have
the right, immediately prior to such dissolution, to exercise
this option without regard to any otherwise applicable
restriction as to time of exercise, other than expiration of the
Option Period.
6. Compliance with Applicable Law.
The exercise of this option is subject to the obtaining of any consent
or approval of any governmental or other regulatory body which the Board
of Directors, in its discretion, deems necessary or desirable.
7. Other Provisions.
(a) The holder of this option shall not be entitled to any rights of
a shareholder of the Company with respect to any shares subject
to this option until such shares have been paid for in full and
issued to him.
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(b) Nothing in this Certificate shall be construed as limiting any
rights which the Company or any parent or subsidiary corporation
of the Company may have to terminate at any time the employment
of the Optionee.
(c) Notice to the Company hereunder shall be addressed to the
attention of its Secretary at its corporate office at 5861 Edison
Place, Carlsbad, California 92008.
8. Incorporation of Plan by Reference.
EXCEPT AS MODIFIED OR AMPLIFIED BY THE SPECIFIC TERMS OF THIS AGREEMENT,
ALL OF THE TERMS AND PROVISIONS OF THE WILSHIRE TECHNOLOGIES, INC. 1995
STOCK OPTION PLAN (THE "PLAN"), A COPY OF WHICH IS ATTACHED HERETO AS
EXHIBIT A, ARE INCORPORATED HEREIN AND MADE A PART HEREOF AS IF SET
FORTH AT LENGTH HEREIN.
9. Optional Form of Payment for Shares.
Payment for any number of shares of stock of the Company purchased
pursuant to the exercise of this option may, at the election of the
Optionee, be made by delivering to the Company a number of shares of the
Common Stock of the Company which the Optionee has owned for at least
six months, having a fair market value on the date this option is
exercised, equal to the option exercise price for such shares.
WILSHIRE TECHNOLOGIES, INC.
By /s/ Kevin Mulvihill
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Kevin Mulvihill
President & Chief Executive
Officer
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I hereby accept the foregoing stock option on the terms and
conditions hereinabove stated.
I understand that the shares issuable to me on exercise of this
option have not been registered under the Securities Act of 1933 and that the
Company has no intention of so registering such shares.
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, Optionee
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EXERCISE OF OPTION
I hereby irrevocably elect to exercise the right to purchase
____________ shares of Common Stock of Wilshire Technologies, Inc. (the
"Shares") , such right being represented by the Stock Option granted to me on
May 1, 2000, and herewith tender payment for the Shares to the order of Wilshire
Technologies, Inc., in the amount of $_____________ (equal to
____________________ [the number of shares] multiplied by $0.19 [the exercise
price stated in the Stock Option]).
I request that a certificate for the Shares be registered in my
name and delivered to me, at the following address:
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I understand that the shares issuable to me on exercise of this
option have not been registered under the Securities Act of 1933 and that the
Company has no intention of so registering such shares.
Name
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(Please print or type)
Date:
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Signature
Social Security Number - -
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