<PAGE>
As filed with the Securities and Exchange Commission on March 17, 1999
Registration No.
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARIEL CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3137699
- --------------------------------------- --------------------
(State or Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2540 Route 130
Cranbury, New Jersey 08512
(Address of principal executive offices)
ATLAS STOCK OPTION PLAN, AGNELLO STOCK OPTION PLAN,
PEROLD STOCK OPTION PLAN, SCHNEIDER STOCK OPTION PLAN,
MZILI STOCK OPTION PLAN, GUILLEMOT STOCK OPTION PLAN,
REIGNIER STOCK OPTION PLAN, ARAUJO STOCK OPTION PLAN,
BORD STOCK OPTION PLAN, ALLIE STOCK OPTION PLAN,
HERVAULT STOCK OPTION PLAN, DEFAY STOCK OPTION PLAN,
DENIS STOCK OPTION PLAN, BLONDEAUX STOCK OPTION PLAN,
AMBLARD STOCK OPTION PLAN, HENRY STOCK OPTION PLAN,
HOLMES STOCK OPTION PLAN, CARRE STOCK OPTION PLAN,
HINKS STOCK OPTION PLAN, ZUMBIEHL STOCK OPTION PLAN,
AND MARKERT STOCK OPTION PLAN.
(Full Title of Plans)
Jay Atlas
Ariel Corporation
2540 Route 130
Cranbury, New Jersey 08512
(609) 860-2900
- ------------------------------------------------------------------------------
(Name, Address and telephone number, including area code, of agent for service)
<PAGE>
with a copy to:
Harold W. Paul, Esq.
Berger & Paul
630 Third Avenue
New York, New York 10017
(212) 661-2727
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per share (1) aggregate offering price (2) registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 734,500(3) $4.00 $1,911,187.50 $531.31
value $.001 per share
===============================================================================================================================
</TABLE>
(1) Represents the maximum exercise price payable for 734,500 shares of Common
Stock registered under this Registration Statement. The exercise prices payable
for the shares of Common Stock registered under this Registration Statement and
the number of shares purchasable are as follows: 556,500 @ $2.375; 98,000 @
$2.75; and 80,000 @ $4.00. The proposed maximum offering price per share is
disclosed in accordance with Rule 457(h)(1) promulgated under the Securities Act
of 1933, as amended.
(2) The proposed maximum aggregate offering price is the sum of the aggregate
option prices of issued options subject to this registration on in accordance
with Rule 457(h)(1) under the Securities Act of 1933, as amended.
(3) The amount being registered represents the maximum number of shares of
Common Stock that may be issued by the Company upon the exercise of all plan
options set forth herein. Pursuant to Rule 416, there are also being registered
additional shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of all plans.
-----------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, the Registration Statement will become
effective upon filing with the Securities and Exchange Commission.
The Registration Statement, including all exhibits and attachments,
contains pages. The exhibit index may be found on page 4 of the consecutively
numbered pages of the Registration Statement.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
3
<PAGE>
THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
PROSPECTUS
ARIEL CORPORATION
734,500 Shares of Common Stock
This Prospectus relates to 734,500 shares of Common Stock, 361,500 of
which may be acquired upon exercise of stock options granted under the Jay Atlas
Plan ("Atlas Plan"), 100,000 of which may be acquired upon exercise of stock
options granted under the Anthony Agnello Plan ("Agnello Plan"), 80,000 of which
may be acquired upon exercise of stock options granted under the Etienne Perold
Plan ("Perold Plan"), 95,000 of which may be acquired upon exercise of stock
options granted under the Dennis Schneider Plan ("Schneider Plan"),10,000 of
which may be acquired upon exercise of stock options granted under the Aziz
Mzili Plan ("Mzili Plan"), 10,000 of which may be acquired upon exercise of
stock options granted under the Yann Guillemot Plan ("Guillemot Plan"), 10,000
of which may be acquired upon exercise of stock options granted under the
Florence Reignier Plan ("Reignier Plan"), 5,000 of which may be acquired upon
exercise of stock options granted under the Manuel Araujo Plan ("Araujo Plan"),
3,000 of which may be acquired upon exercise of stock options granted under the
Gilles Bord Plan ("Bord Plan"), 3,000 of which may be acquired upon exercise of
stock options granted under the Christophe Allie Plan ("Allie Plan"), 5,000 of
which may be acquired upon exercise of stock options granted under the Jean
Claude Hervault Plan ("Hervault Plan"), 3,000 of which may be acquired upon
exercise of stock options granted under the Thierry Defay Plan ("Defay Plan"),
3,000 of which may be acquired upon exercise of stock options granted under the
Jean Noel Denis Plan ("Denis Plan"), 1,500 of which may be acquired upon
exercise of stock options granted under the Olivier Blondeaux Plan ("Blondeaux
Plan"), 1,500 of which may be acquired upon exercise of stock options granted
under the Marie Pierre Amblard Plan ("Amblard Plan"), 3,000 of which may be
acquired upon exercise of stock options granted under the Solveig Henry Plan
("Henry Plan"), 1,500 of which may be acquired upon exercise of stock options
granted under the Tanya Holmes Plan ("Holmes Plan"), 500 of which may be
acquired upon exercise of stock options granted under the Gwenaelle Carre Plan
("Carre Plan"), 3,000 of which may be acquired upon exercise of stock options
granted under the Julie Hinks Plan ("Hinks Plan"), 10,000 of which may be
acquired upon exercise of stock options granted under the Nicolas Zumbiehl Plan
("Zumbiehl Plan"), 25,000 of which may be acquired upon exercise of stock
options granted under the Matthias Markert Plan ("Markert Plan"), (collectively
the "Plans").
The Common Stock is traded on Nasdaq under the symbol "ADSP". On March
16, 1999, the last reported sales price of the Common Stock as reported by
Nasdaq was $1.97.
1
<PAGE>
Persons who acquire shares of Common Stock under the Plans by the
exercise of the options granted thereunder will be free to resell such shares
without restriction unless they are "affiliates" of the Company, as defined in
Rule 405 promulgated under the Securities Act of 1933 (the "Securities Act").
Directors and other affiliates may resell such shares only under a registration
statement with an appropriate prospectus, an appropriate exemption, or pursuant
to Rule 144 of the Securities Act.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "THE COMPANY".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 17, 1999.
2
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and
exhibits thereto. For further information with respect to the Company and such
securities, reference is hereby made to the Registration Statement and exhibits.
The statements contained in this Prospectus as to the contents of any agreement
or other document filed as an Exhibit are not complete and the description of
such agreement or document is qualified in its entirety by reference to such
agreement or document. The Registration Statement, together with the exhibits,
may be inspected at the Commission's principal office in Washington, D.C. and
copies may be obtained upon payment of the fees prescribed by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Copies of such information, reports, proxy statements and other
information filed by the Company under the Exchange Act may be examined without
charge at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices: 7 World Trade Center, New York, New York 10048; and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies can also be
obtained at prescribed rates from the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a Worldwide Web site (address: http://www.sec. gov) that contains
reports, proxy and information statements, and the information regarding
registrants that file electronically with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission pursuant to Section 13(a) of the
Exchange Act;
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;
(c) The Company's Proxy Statement dated May 18, 1998; and
3
<PAGE>
(d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(b) of the Exchange
Act, including any subsequent amendment(s) or report(s) filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
The Company will furnish without charge, upon oral or written request,
to each person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than exhibits to such documents
not specifically incorporated by reference thereto. In addition, participants in
any of the Plans may obtain information about the plans or their administration
from the Company. Such request should be directed to Ariel Corporation, 2540
Route 130, Cranbury, New Jersey 08512, Attention: Corporate Secretary.
The delivery of this document at any time does not imply that
information herein is correct as of the time subsequent to the date hereof.
Statements in this document as to the provisions of the Plans are not
necessarily complete and in each instance reference is made to the copy of such
plan which appears as an Exhibit to the Company's Registration Statement on Form
S-8 filed with the Commission on March 17, 1999 and each such statement in this
document is qualified in all respects by such reference.
4
<PAGE>
THE COMPANY
Ariel Corporation ("Ariel" or the "Company") designs, develops and
markets high density modem pools and remote access solutions for open systems
platforms.
Ariel's high-density modem pools are available in ISA Bus, PCI Bus, and
Compact PCI (cPCI) form factors, support up to sixty ports of 56K modem and ISDN
remote access, and connect to T1, E1, ISDN, and POTS lines. Ariel is the only
company currently shipping high-density V.90-compatible 56K central-site modem
cards for open systems PC and Unix platforms. Ariel's customized and cost
effective Open RAS products are used in medium and large enterprises, ISPs, and
small/medium offices to support telecommuting and provide remote access to the
Internet, corporate Intranets and Extranets, on-line services, transaction
processing, and unified messaging.
The Company's Open RAS products are used by leading RAS OEMs, system
integrators, ISPs, transaction processing equipment suppliers, and end users
worldwide.
The Company's growth strategy is to: (i) capitalize on opportunities in
the ISP market by offering high-performance, value-added products; (ii) increase
its share of its existing markets by continuing to offer high density remote
access solutions with superior price/performance characteristics to OEMs and
other end users; and (iii) develop an international sales and marketing effort,
focusing on the European market.
Investment Considerations
The Company's business is subject to numerous risks including, among
other things, risks related to (i) recent losses; (ii) risks associated with
expansion and growth, (iii) technological change; (iv) strength of competitors;
(v) dependence on key personnel; and (vi) potential dilution of the Company's
securities from the exercise of outstanding options.
The Company was incorporated in Delaware in September 1982. Its
principal executive offices are located at 2540 Route 130, Cranbury, New Jersey
08512. Its telephone number is (609) 860-2900, its e-mail address is
[email protected] and its World Wide Web home page can be accessed at
www.ariel.com.
5
<PAGE>
PURPOSE OF THE PLANS
The purpose of all the stock option plans is to enable the Company to
attract and retain employees.
Summary of the Atlas Plan
The Atlas Plan is a single employee stock option plan entered into in
connection with an employment agreement between the Company and Mr. Atlas
providing for his services as Chief Executive Officer of the Company for three
years. The Plan was approved by the Board of Directors which is responsible for
its implementation, interpretation and modification.
Pursuant to the Atlas Plan, the Company has granted to Mr. Atlas the
right to acquire 361,500 shares of common stock as follows: 39,500 shares may be
purchased on or after December 21, 1999, 39,500 shares may be purchased on or
after December 21, 2000, 39,500 shares may be purchased on or after December 21,
2001, and 243,000 shares may be purchased on or after December 21, 2002. All
shares are purchasable at $2.375 per share. The last 243,000 shares may be
purchasable earlier than December 21, 2002 upon the Company reaching certain
milestones. The ability of Mr. Atlas to purchase the common stock under the plan
may be terminated pursuant to certain provisions of his employment agreement.
The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Atlas Plan. Common stock that may
be acquired under Atlas Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Atlas Plan.
Summary of the Agnello Plan
The Agnello Plan is a single employee stock option plan entered into in
connection with a severance agreement and a consulting agreement between the
Company and Mr. Agnello pursuant to which Mr. Agnello will continue to act as
the Company's Chairman of the Board of Directors and serve as a consultant for a
one year period. The Plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.
Pursuant to the Agnello Plan, the Company has granted Mr. Agnello the
right to purchase 100,000 shares of Common Stock at $2.375 per share on or after
December 21, 1998.
6
<PAGE>
The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Agnello Plan. Common stock that
may be acquired under Agnello Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Agnello Plan.
Summary of the Schneider Plan
The Schneider Plan is a single employee stock option plan entered into
in connection with an employment agreement between the Company and Mr. Schneider
providing for his services as Vice President of Marketing of the Company for
three years. The Plan was approved by the Board of Directors which is
responsible for its implementation, interpretation and modification.
Pursuant to the Schneider Plan, the Company has granted to Mr.
Schneider the right to acquire 95,000 shares of common stock as follows: 22,500
shares may be purchased on or after December 21, 2000, 17,500 shares may be
purchased on or after December 21, 2001, 17,500 shares may be purchased on or
after December 21, 2002, 17,500 shares may be purchased on or after December 21,
2003, and 20,000 shares may be purchased on or after December 21, 2004. All
shares are purchasable at $2.375 per share. The last 20,000 shares may be
purchasable earlier than December 21, 2004 upon the Company reaching certain
milestones. The ability of Mr. Schneider to purchase the common stock under the
Plan may be terminated pursuant to certain provisions of his employment
agreement.
The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Schneider Plan. Common stock that
may be acquired under Schneider Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Schneider Plan.
Summary of the Perold Plan
The Perold Plan is a single employee stock option plan entered into in
connection with a consulting agreement between the Company and Mr. Perold
pursuant to which Mr. Perold served as a consultant to the Company. The Plan was
approved by the Board of Directors which is responsible for its implementation,
interpretation and modification.
7
<PAGE>
Pursuant to the Perold Plan, the Company has granted Mr. Perold the
right to acquire 80,000 shares of common stock at $4.00 per share on or after
November 15, 1998.
The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Perold Plan. Common stock that may
be acquired under Perold Plan may be acquired by the surrender of other shares
of common stock owned by the employee or the surrender of an unexercised portion
of the right to acquire common stock under the Perold Plan.
In November, 1998 the Company acquired for cash all the issued and
outstanding shares of a French company, Scii Telecom, S.A., with a view toward
expanding its product line and presence in Europe. The following seventeen
employees of the newly acquired company were granted stock options as an
incentive.
Summary of Mzili Plan
The Mzili Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Mzili for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Mzili Plan the Company has granted Mr. Mzili the right
to acquire 10,000 shares of common stock at $2.75 per share as follows: 2,500
shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Mzili Plan. Common stock that may
be acquired under Mzili Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Mzili Plan.
8
<PAGE>
Summary of Guillemot Plan
The Guillemot Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Guillemot for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Guillemot Plan the Company has granted Mr. Guillemot
the right to acquire 10,000 shares of common stock at $2.75 per share as
follows: 2,500 shares may be purchased on or after February 5, 2000, 2,500
shares may be purchased on or after February 5, 2001, 2,500 shares may be
purchased on or after February 5, 2002, and 2,500 shares may be purchased on or
after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Guillemot Plan. Common stock that
may be acquired under Guillemot Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Guillemot Plan.
Summary of Reignier Plan
The Reignier Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Ms. Reignier for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Reignier Plan the Company has granted Ms. Reignier the
right to acquire 10,000 shares of common stock at $2.75 per share as follows:
2,500 shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation,
9
<PAGE>
reclassification, recapitalization or capital adjustment including a stock
dividend or other similar change in the common stock of the Company, equitable
adjustment shall be made by the Company in the number of kind and kind of shares
that may be acquired under Reignier Plan. Common stock that may be acquired
under Reignier Plan may be acquired by the surrender of other shares of common
stock owned by the employee or the surrender of an unexercised portion of the
right to acquire common stock under the Reignier Plan.
Summary of Araujo Plan
The Araujo Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Araujo for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Araujo Plan the Company has granted Mr. Araujo the
right to acquire 5,000 shares of common stock at $2.75 per share as follows:
1,250 shares may be purchased on or after February 5, 2000, 1,2500 shares may be
purchased on or after February 5, 2001, 1,250 shares may be purchased on or
after February 5, 2002, and 1,250 shares may be purchased on or after February
5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Araujo Plan. Common stock that may
be acquired under Araujo Plan may be acquired by the surrender of other shares
of common stock owned by the employee or the surrender of an unexercised portion
of the right to acquire common stock under the Araujo Plan.
Summary of Bord Plan
The Bord Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Bord for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
10
<PAGE>
Pursuant to the Bord Plan the Company has granted Mr. Bord the right to
acquire 3,000 shares of common stock at $2.75 per share as follows: 750 shares
may be purchased on or after February 5, 2000, 750 shares may be purchased on or
after February 5, 2001, 750 shares may be purchased on or after February 5,
2002, and 750 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Bord Plan. Common stock that may
be acquired under Bord Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Bord Plan.
Summary of Allie Plan
The Allie Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Allie for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Allie Plan the Company has granted Mr. Allie the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Allie Plan. Common stock that may
be acquired under Allie Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Allie Plan.
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Summary of Hervault Plan
The Hervault Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Hervault for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Hervault Plan the Company has granted Mr. Hervault the
right to acquire 5,000 shares of common stock at $2.75 per share as follows:
1,250 shares may be purchased on or after February 5, 2000, 1,2500 shares may be
purchased on or after February 5, 2001, 1,250 shares may be purchased on or
after February 5, 2002, and 1,250 shares may be purchased on or after February
5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Hervault Plan. Common stock that
may be acquired under Hervault Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Hervault Plan.
Summary of Defay Plan
The Defay Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Defay for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Defay Plan the Company has granted Mr. Defay the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable
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<PAGE>
except in the circumstances of death. In the event that a reorganization,
merger, consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Defay Plan. Common stock that may
be acquired under Defay Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Defay Plan.
Summary of Denis Plan
The Denis Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Denis for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Denis Plan the Company has granted Mr. Denis the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Denis Plan. Common stock that may
be acquired under Denis Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Denis Plan.
Summary of Blondeaux Plan
The Blondeaux Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Ms. Blondeaux for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Blondeaux Plan the Company has granted Ms. Blondeaux
the right to acquire 1,500 shares of common stock at $2.75 per share as follows:
375 shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5,
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2001, 375 shares may be purchased on or after February 5, 2002, and 375 shares
may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Blondeaux Plan. Common stock that
may be acquired under Blondeaux Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Blondeaux Plan.
Summary of Amblard Plan
The Amblard Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Amblard for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Amblard Plan the Company has granted Ms. Amblard the
right to acquire 1,500 shares of common stock at $2.75 per share as follows: 375
shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5, 2001, 375 shares may be purchased on or after
February 5, 2002, and 375 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Amblard Plan. Common stock that
may be acquired under Amblard Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Amblard Plan.
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Summary of Henry Plan
The Henry Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Henry for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Henry Plan the Company has granted Mr. Henry the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Henry Plan. Common stock that may
be acquired under Henry Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Henry Plan.
Summary of Holmes Plan
The Holmes Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Holmes for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Holmes Plan the Company has granted Ms. Holmes the
right to acquire 1,500 shares of common stock at $2.75 per share as follows: 375
shares may be purchased on or after February 5, 2000, 375 shares may be
purchased on or after February 5, 2001, 375 shares may be purchased on or after
February 5, 2002, and 375 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation,
15
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reclassification, recapitalization or capital adjustment including a stock
dividend or other similar change in the common stock of the Company, equitable
adjustment shall be made by the Company in the number of kind and kind of shares
that may be acquired under Holmes Plan. Common stock that may be acquired under
Holmes Plan may be acquired by the surrender of other shares of common stock
owned by the employee or the surrender of an unexercised portion of the right to
acquire common stock under the Holmes Plan.
Summary of Carre Plan
The Carre Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Carre for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Carre Plan the Company has granted Ms. Carre the right
to acquire 500 shares of common stock at $2.75 per share as follows: 125 shares
may be purchased on or after February 5, 2000, 125 shares may be purchased on or
after February 5, 2001, 125 shares may be purchased on or after February 5,
2002, and 125 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Carre Plan. Common stock that may
be acquired under Carre Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Carre Plan.
Summary of Hinks Plan
The Hinks Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Ms. Hinks for her
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
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Pursuant to the Hinks Plan the Company has granted Ms. Hinks the right
to acquire 3,000 shares of common stock at $2.75 per share as follows: 750
shares may be purchased on or after February 5, 2000, 750 shares may be
purchased on or after February 5, 2001, 750 shares may be purchased on or after
February 5, 2002, and 750 shares may be purchased on or after February 5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Hinks Plan. Common stock that may
be acquired under Hinks Plan may be acquired by the surrender of other shares of
common stock owned by the employee or the surrender of an unexercised portion of
the right to acquire common stock under the Hinks Plan.
Summary of Zumbiehl Plan
The Zumbiehl Plan is a single employee stock option plan entered into
in connection with an agreement between the Company and Mr. Zumbiehl for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Zumbiehl Plan the Company has granted Mr. Zumbiehl the
right to acquire 10,000 shares of common stock at $2.75 per share as follows:
2,500 shares may be purchased on or after February 5, 2000, 2,500 shares may be
purchased on or after February 5, 2001, 2,500 shares may be purchased on or
after February 5, 2002, and 2,500 shares may be purchased on or after February
5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Zumbiehl Plan. Common stock that
may be acquired under Zumbiehl Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Zumbiehl Plan.
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<PAGE>
Summary of Markert Plan
The Markert Plan is a single employee stock option plan entered into in
connection with an agreement between the Company and Mr. Markert for his
employment. The Plan was approved by the Board of Directors which is responsible
for its implementation, interpretation and modification.
Pursuant to the Markert Plan the Company has granted Mr. Markert the
right to acquire 25,000 shares of common stock at $2.75 per share as follows:
6,250 shares may be purchased on or after February 5, 2000, 6,250 shares may be
purchased on or after February 5, 2001, 6,250 shares may be purchased on or
after February 5, 2002, and 6,250 shares may be purchased on or after February
5, 2003.
The ability of an employee to purchase the common stock under the Plan
is terminated if his or her employment with the Company is terminated provided
that in certain circumstances the employee or his estate will have the right to
purchase the common stock after termination of employment for a limited period
of time. The right to acquire common stock is not transferable except in the
circumstances of death. In the event that a reorganization, merger,
consolidation, reclassification, recapitalization or capital adjustment
including a stock dividend or other similar change in the common stock of the
Company, equitable adjustment shall be made by the Company in the number of kind
and kind of shares that may be acquired under Markert Plan. Common stock that
may be acquired under Markert Plan may be acquired by the surrender of other
shares of common stock owned by the employee or the surrender of an unexercised
portion of the right to acquire common stock under the Markert Plan.
RESTRICTIONS ON RESALE
Options
Persons who purchase shares of Common Stock upon the exercise of
Options under the Plans after the date hereof, will be free to resell those
shares without restriction under the exemption from registration provided by
Section 4(1) of the Securities Act of 1933, as amended, (the "Securities Act"),
except for those persons who are "affiliates" of the Company. Such affiliates
may resell such shares pursuant to an appropriate prospectus under an effective
registration statement under the Securities Act or pursuant to an available
exemption from registration. "Affiliate" is defined under the Securities Act as
a person who, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company. In
general, persons with the power to manage and direct the policies of the
Company, and relatives of such persons, among others, may be deemed to be
affiliates of the Company.
If an affiliate wishes to resell or re-offer shares of Common Stock
purchased under the Plans, and if a registration statement is not in effect and
an appropriate prospectus is not available with respect to such shares, the
affiliate will be obliged as a precondition to any resale or re-offer
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<PAGE>
to comply with either (i) Rule 144 under the Securities Act; or (ii) some other
applicable exemption under the Securities Act.
Each person who may be an affiliate should, prior to reselling or
re-offering any option shares, consult with counsel to determine whether he may
be subject to the foregoing restrictions.
16(b) Restrictions
Certain participants in the Plans are subject to limitations imposed by
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, as such, may not purchase and sell securities of the Company in any
six-month period without subjecting themselves to liability thereunder. Persons
subject to the limitations of Section 16(b) should consult with counsel before
purchasing, selling or otherwise transferring securities of the Company.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of
participation in the Plans is only a summary, does not purport to be complete
and does not cover, among other things, state, local and foreign tax treatment
of participation in the Plans. Furthermore, differences in individual financial
situations may cause federal, state, local and foreign income tax consequences
of participation in the Plans to vary. Therefore, each participant is urged to
consult his own accountant, legal counsel or other tax advisor regarding the tax
consequences or participation in the Plan to him. The information contained in
this Section, FEDERAL INCOME TAX CONSEQUENCES, is based on existing law, which
is subject to change.
The right to acquire Common Stock under the Plans are non-qualified
options. With respect to the options, (i) upon grant of the option, the
participant will recognize no income; (ii) upon exercise of the option (if the
shares of Common Stock are not subject to a substantial risk of forfeiture), the
participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; (iii) the Company will be required to comply with applicable Federal
income tax withholding requirements with respect to the amount of ordinary
compensation income recognized by the participant. On a disposition of the
shares, the participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the participant
held the shares.
If the shares acquired upon exercise of the option are subject to a
substantial risk of forfeiture, the participant will recognize income at the
time when the substantial risk of forfeiture is removed and the Company will
qualify for a corresponding deduction at such time.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;
(c) The Registrant's Proxy Statement dated May 18, 1998; and
(d) The description of the Company's common stock, par value $.001 per
share (the "Common Stock"), contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section 12(g) of the Exchange
Act, including any subsequent amendment(s) or report(s) filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of common stock
being registered are being passed upon by Berger & Paul, LLP, 630 Third Avenue,
New York, New York 10017, counsel to the Registrant. Harold W. Paul, a member of
the firm, owns 3,500 common shares, 27,500 shares issuable upon currently
exercisable options and 35,000 options which are not currently exercisable.
20
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had not
reasonable cause to believe his conduct was unlawful.
A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to be best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court deter-mines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
In addition, the indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
The Amended and Restated Certificate of Incorporation of the Company
and the Bylaws of the Company provide for indemnification of directors and
officers of the Company to the fullest extent permitted by law, as now in effect
or later amended. The Bylaws provide that expenses incurred by an officer or
director in defending a civil or criminal action, suit, or proceeding may be
paid by the Company in advance of final disposition upon receipt of an
undertaking by or on behalf of such person to repay such amount if it ultimately
is determined that such person is not entitled to be indemnified by the Company.
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The Company may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Company. The
Company currently maintains such liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Atlas Stock Option Plan
4.2 Agnello Stock Option Plan
4.3 Perold Stock Option Plan
4.4 Schneider Stock Option Plan
4.5 Mzili Stock Option Plan
4.6 Guillemot Stock Option Plan
4.7 Reignier Stock Option Plan
4.8 Araujo Stock Option Plan
4.9 Bord Stock Option Plan
4.10 Allie Stock Option Plan
4.11 Hervault Stock Option Plan
4.12 Defay Stock Option Plan
4.13 Denis Stock Option Plan
4.14 Blondeaux Stock Option Plan
4.15 Amblard Stock Option Plan
4.16 Henry Stock Option Plan
4.17 Holmes Stock Option Plan
4.18 Carre Stock Option Plan
4.19 Hinks Stock Option Plan
4.20 Zumbiehl Stock Option Plan
4.21 Markert Stock Option Plan
5.1 Opinion of Berger & Paul, LLP
23.1 Consent of PriceWaterhouse Coopers, LLP
independent accountants for Registrant
23.2 Consent of Berger & Paul, LLP (included in Exhibit 5.1)
22
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment or appendix to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and were applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing procedures, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other
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<PAGE>
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by a final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cranbury, New Jersey on March 15, 1999.
ARIEL CORPORATION
By: /s/ Jay Atlas
----------------------------------
Jay Atlas, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Title Date
----- ----
<S> <C> <C>
/s/ Jay Atlas Chief Executive Officer
- ------------------------ President and Director March 15, 1999
Jay Atlas
/s/ Harold W. Paul
- ------------------------ Secretary and Director March 15, 1999
Harold W. Paul
/s/ Jack Loprete Senior Vice President and
- ------------------------ Principal Accounting Officer March 15, 1999
Jack Loprete
/s/ Anthony M. Agnello
- ------------------------ Chairman March 15, 1999
Anthony M. Agnello
/s/ Theodore J. Coburn
- ------------------------ Director March 15, 1999
Theodore J. Coburn
/s/ Robert J. Ranalli
- ------------------------ Director March 15, 1999
Robert J. Ranalli
/s/ Edward D. Horowitz
- ------------------------ Director March 15, 1999
Edward D. Horowitz
/s/ Etienne A. Perold
- ------------------------ Director March 15, 1999
Etienne A. Perold
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Atlas Stock Option Plan
4.2 Agnello Stock Option Plan
4.3 Perold Stock Option Plan
4.4 Schneider Stock Option Plan
4.5 Mzili Stock Option Plan
4.6 Guillemot Stock Option Plan
4.7 Reignier Stock Option Plan
4.8 Araujo Stock Option Plan
4.9 Bord Stock Option Plan
4.10 Allie Stock Option Plan
4.11 Hervault Stock Option Plan
4.12 Defay Stock Option Plan
4.13 Denis Stock Option Plan
4.14 Blondeaux Stock Option Plan
4.15 Amblard Stock Option Plan
4.16 Henry Stock Option Plan
4.17 Holmes Stock Option Plan
4.18 Carre Stock Option Plan
4.19 Hinks Stock Option Plan
4.20 Zumbiehl Stock Option Plan
4.21 Markert Stock Option Plan
5.1 Opinion of Berger & Paul, LLP
23.1 Consent of PriceWaterhouse Coopers, LLP
independent accountants for Registrant
23.2 Consent of Berger & Paul, LLP (included in Exhibit 5.1)
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 21st day of December, 1998 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Jay Atlas, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with an
opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the Grantee, as a
matter of separate inducement and agreement, and not in lieu of salary or any
other compensation for services, options to purchase an aggregate of 361,500
shares of the Corporation's Common Stock on the terms and conditions hereinafter
set forth, at the purchase price of $2.375 per share.
2. Exercise of Option. The stock option granted pursuant to this
Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
39,500 December 21, 1999
39,500 December 21, 2000
39,500 December 21, 2001
243,000 December 21, 2002
The Grantee has the right to exercise the options with respect to the
remaining 243,000 shares (the "2002 Shares") on December 21, 2002 or earlier, in
part, if the following average common stock prices are achieved as measured by
closing prices during any sixty (60) consecutive trading days on Nasdaq: 60, 750
shares @ $6 per share; 60,750 shares @ $9 per share; 60,750 shares @ $12 per
share; and 60,750 shares at $15 per share.
Such portion of the "2002 Shares" which meet the sixty (60) day minimum
price requirement referred to above shall vest immediately; otherwise, the "2002
Shares" shall all vest on December 21, 2002.
<PAGE>
Such installments shall be cumulative, but each exercise must encompass
at least one installment or one thousand shares, whichever is less. In the event
the Grantee's exercise includes a fractional share, the Corporation will not be
required to issue a fractional share but will pay the Grantee in cash the value
of such fraction. All unexercised rights shall lapse and forever terminate after
the expiration of ten years from the date of this Agreement.
3. Termination of Employment. If the Grantee's employment with the
Corporation or with a subsidiary of the Corporation is terminated, the term of
any then outstanding option held by the Grantee shall extend for a period ending
on the earlier of the date on which such option would otherwise expire or three
months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part. Notwithstanding the foregoing, the
specific provisions of Grantee's Employment Agreement of even date shall control
all termination events as to vesting.
4. Manner of Exercise. Full payment for the shares purchased shall be
made at the time of any exercise of this Agreement. The purchase price shall be
payable to the Corporation either (i) in United States dollars in cash or by
check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall be
exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall give
such Grantee neither any right to similar grants in future years nor any right
to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to exercise
any rights under this Agreement shall be entitled to any of the rights or
privileges of a stockholder of the Corporation with respect to any shares which
may be issuable upon any exercise pursuant to this Agreement, unless and until a
certificate or certificates representing such shares will have been actually
issued and delivered to the Grantee or such person.
<PAGE>
6. Non-Transferability of Option. Except as otherwise provided herein,
an option and the rights and privileges conferred hereby may not be transferred,
assigned, pledged or hypothecated in any way, other than by will or the laws of
descent and distribution, and an option shall be exercisable during the
Grantee's lifetime only by the Grantee or his conservator.
Neither the Grantee nor any other person legally entitled to exercise
any rights under this Agreement shall be entitled to any of the rights or
privileges of a stockholder of the Corporation with respect to any shares which
may be issuable upon any exercise pursuant to this Agreement, unless and until a
certificate or certificates representing such shares will have been actually
issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his legal
representative shall be subject to any applicable tax, community property, or
other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this Agreement
shall be in writing and delivered in person or by registered mail to the
Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to issue or
deliver any certificate or certificates for shares of Stock under this option,
and the transferability of shares acquired by the exercise of this option, shall
be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Corporation shall, in its absolute discretion upon the advice of
counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the Corporation
shall, in its absolute discretion upon the advice of counsel, determine
to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock Option
shall bear the following legend:
<PAGE>
"The transferability of this certificate and the shares of stock
represented hereby are subject to restrictions, terms and conditions
contained in an Agreement between the registered owner of such stock
and Ariel Corporation. A copy of the Agreement is on file in the office
of the Secretary of Ariel Corporation."
10. Miscellaneous. This Agreement comprises the whole Agreement between
the parties hereto. It may not be modified or terminated orally, and it shall be
deemed to be a Delaware contract, subject to construction and enforcement in
accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding upon each
successor of the Corporation and to the extent specifically provided herein
shall inure to the benefit of and be binding upon the Grantee's heirs, legal
representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee and by
the Corporation through its duly authorized officer or officers as of the day
and year first above written.
GRANTOR:
ARIEL CORPORATION
By:_______________________________
CEO
By:________________________________
Secretary
GRANTEE:
___________________________________
Full Name
___________________________________
Mailing Address
___________________________________
___________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:______________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on December 21, 1998:
Number of Non-Qualified Stock Option shares:_________________________
The purchase price for these shares is $2.375 per share. My check
payable to Ariel Corporation in the amount $___________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_______________________________
Name**
_______________________________
Address
_______________________________
_______________________________
Social Security Number
Sincerely yours,
_________________________________
Signature
_________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
NO SALE, OFFER TO SELL OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS OPTION OR
THE SHARES ISSUABLE UPON EXERCISE THEREOF
SHALL BE MADE UNLESS A REGISTRATION
STATEMENT UNDER THE FEDERAL SECURITIES
ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENT OF SUCH
ACT IS THEN IN FACT APPLICABLE TO SUCH TRANSFER
NOT EXERCISABLE PRIOR TO DECEMBER 21, 1998
VOID AFTER 5 P.M., NEW YORK CITY TIME, DECEMBER 21, 2008
. . . . . . . . . . . . . . . . . .
Option to purchase 100,000 shares of Common Stock of
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
This certifies that, for value received, Anthony M. Agnello
(hereinafter called the "holder") as registered owner of this Option, is
entitled at any time or from time to time at or after December 21, 1998 and at
or before 5:00 P.M., New York time, on December 21, 2008, but not thereafter, to
subscribe for, purchase and receive 100,000 fully paid and non-assessable shares
of Common Stock of Ariel Corporation (hereinafter called the "Corporation" or
"Company") at a price of $2.375 per share upon presentation and surrender of
this instrument and upon payment of the purchase price of said shares of said
Common Stock, to the Corporation, at the principal office of the Corporation,
provided that upon the occurrence of any of the events specified in the
Statement of Rights to Options annexed hereto and hereby made a part hereof as
fully as if set forth at length herein, the rights granted hereby shall be
adjusted as therein specified. Upon the exercise of this Option, the form of
election annexed hereto must be duly executed and the accompanying instructions
for registration of stock must be filled in. If the subscription rights
represented hereby shall not be exercised at or before 5 P.M., New York City
Time December 21, 2008, this Option shall become and be void and all rights
represented hereby shall cease.
Subject to the provisions of the Securities Act of 1933, as amended,
and the Rules and Regulations thereunder, this Option may not be assigned in
whole or in part by the execution by the holder.
<PAGE>
This Option may be exercised in whole or in part. In case of the
exercise hereof in part only, the Corporation will cause to be delivered to the
holder a new Option of like tenor in the name of the holder evidencing the right
of the holder to purchase the number of shares purchasable hereunder as to which
the Option has not been exercised.
WITNESS the signature of the duly authorized officers of the
Corporation.
ARIEL CORPORATION
By:________________________
Jay Atlas, CEO
By:________________________
Harold Paul, Secretary
<PAGE>
Statement of Rights to Options
and
Form of Exercise
(a) In case, prior to the expiration of this Option by
exercise or by its terms, the Corporation shall issue any shares of its Common
Stock as a stock dividend or subdivide the number of outstanding shares of its
Common Stock into a greater number of shares, then in either of such cases, the
then applicable purchase price per share of the shares of Common Stock
purchasable pursuant to this Option in effect at the time of such action shall
be proportionately reduced and the number of shares at that time purchasable
pursuant to this Option shall be proportionately increased; and conversely, in
the event the Corporation shall contract the number of outstanding shares of
Common Stock by combining such shares into a smaller number of shares, then, in
such case, the then applicable purchase price per share of the shares of Common
Stock purchasable pursuant to this Option in effect at the time of such action
shall be proportionately increased and the number of shares of Common Stock at
that time purchasable pursuant to this Option shall be proportionately
decreased. If the Corporation shall, at any time during the life of this Option,
declare a dividend payable in cash on its Common Stock and shall at
substantially the same time offer to its stockholders a right to purchase new
Common Stock from the proceeds of such dividend or for an amount substantially
equal to the dividend, all Common Stock so issued shall, for the purpose of this
Option, be deemed to have been issued as a stock dividend. Any dividend paid or
distributed upon the Common Stock in stock of any other class of securities
convertible into shares of Common Stock shall be treated as a dividend paid in
Common Stock to the extent that shares of Common Stock are issuable upon
conversion thereof.
(b) In case, prior to the expiration of this Option by
exercise or by its terms, the Corporation shall be recapitalized by
reclassifying its outstanding Common Stock, (other than a change in par value to
no par value), or the corporation or a successor corporation shall consolidate
or merge with or convey all or substantially all of its or of any successor
corporation's property and assets to any other corporation or corporations (any
such other corporations being included within the meaning of the term "successor
corporation" hereinbefore used in the event of any consolidation or merger of
any such other corporation with, or the sale of all or substantially all of the
property of any such other corporation to, another corporation or corporations),
then, as a condition of such recapitalization, consolidation, merger or
conveyance, lawful and adequate provision shall be made whereby the holder of
this Option shall thereafter have the right to purchase, upon the basis and on
the terms and conditions specified in this Option, in lieu of the shares of
Common Stock of the Corporation theretofore purchasable upon the exercise of
this Option, such shares of stock, securities or assets as may be issued or
payable with respect to, or in exchange for the number of shares of Common Stock
of the Corporation theretofore purchasable upon the exercise of this Option, had
such recapitalization, consolidation, merger, or conveyance not taken place; and
in any such event, the rights of the Option holder to any adjustment in the
number of shares of Common Stock purchasable upon the exercise of this Option,
as hereinbefore provided, shall continue and be preserved in respect of any
stock which the Option holder becomes entitled to purchase.
<PAGE>
(c) In case the Corporation at any time while this Option
shall remain unexpired and unexercised shall sell all or substantially all of
its property or dissolve, liquidate, or wind up its affairs, lawful provision
shall be made as part of the terms of any such sale, dissolution, liquidation or
winding up, so that the holder of this Option may thereafter receive upon
exercise hereof in lieu of each share of Common Stock of the Corporation which
he would have been entitled to receive, the same kind and amount of any
securities or assets as may be issuable, distributable or payable upon any such
sale, dissolution, liquidation or winding up with respect to each share of
Common Stock of the Corporation, provided, however, that in any case of any such
sale or of dissolution, liquidation or winding up, the right to exercise this
Option shall terminate on a date fixed by the Corporation; such date so fixed to
be not earlier than 5 P.M., New York City Time, on the forty-fifth day next
succeeding the date on which notice of such termination of the right to exercise
this Option has been given by mail to the registered holder of this Option at
this address as it appears on the books of the Corporation.
(d) Upon any exercise of this Option by the Option holder, the
Corporation shall not be required to deliver fractions of one share, but
adjustment in the purchase price payable by the Option holder shall be made in
respect of any such fraction of one share on the basis of the purchase price per
share then applicable upon exercise of this Option.
(e) In case, prior to the expiration of this Option by
exercise or by its terms, the Corporation shall determine to take a record of
its stockholders for the purpose of determining stockholders entitled to receive
any stock dividend, distribution or other right which will cause any change or
adjustment in the number, amount, price or nature of the securities or assets
deliverable upon the exercise of this Option pursuant to the foregoing
provisions, the Corporation shall give at least ten days prior written notice to
the effect that it intends to take such record to the registered holder of this
Option at his address as it appears on the books of the Corporation, said notice
to specify the date as of which such record is to be taken, the purpose for
which such record is to be taken, and the number, amount, price and nature of
the securities and/or assets which will be deliverable upon exercise of this
Option after the action for which such record will be taken has been
consummated.
(f) The Corporation may deem and treat the registered holder
of the Option at any time as the absolute owner hereof for all purposes, and
shall not be affected by any notice to the contrary.
(g) This Option shall not entitle any holder thereof to any of
the rights of stockholders, and shall not entitle any holder thereof to any
dividend declared upon the Common Stock unless the holder shall have exercised
the within Option and purchased the shares of Common Stock prior to the record
date fixed by the Board of Directors for the determination of holders of Common
Stock entitled to said dividend.
<PAGE>
EXERCISE OF OPTION
------------------
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing _____________ of the shares of Common Stock of said
Corporation called for thereby and hereby makes payment of $_____________ in
payment of the purchase price thereof. Please issue the shares of stock so
purchased in accordance with the instructions given below.
____________________________________________
Signature
INSTRUCTIONS FOR REGISTRATION OF STOCK ON THE BOOKS OF THE COMPANY
Name__________________________________________________
Address ______________________________________________
______________________________________________
______________________________________________
<PAGE>
NO SALE, OFFER TO SELL OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS OPTION OR
THE SHARES ISSUABLE UPON EXERCISE THEREOF
SHALL BE MADE UNLESS A REGISTRATION
STATEMENT UNDER THE FEDERAL SECURITIES
ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENT OF SUCH
ACT IS THEN IN FACT APPLICABLE TO SUCH TRANSFER
NOT EXERCISABLE PRIOR TO NOVEMBER 15, 1998
VOID AFTER 5 P.M., NEW YORK CITY TIME, NOVEMBER 15, 2008
. . . . . . . . . . . . . . . . .
Option to purchase 80,000 shares of Common Stock of
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
This certifies that, for value received, Etienne Perold (hereinafter
called the "holder") as registered owner of this Option, is entitled at any time
or from time to time at or after November 15, 1998 and at or before 5:00 P.M.,
New York time, on November 15, 2008, but not thereafter, to subscribe for,
purchase and receive 80,000 fully paid and non-assessable shares of Common Stock
of Ariel Corporation (hereinafter called the "Corporation" or "Company") at a
price of $4.00 per share upon presentation and surrender of this instrument and
upon payment of the purchase price of said shares of said Common Stock, to the
Corporation, at the principal office of the Corporation, provided that upon the
occurrence of any of the events specified in the Statement of Rights to Options
annexed hereto and hereby made a part hereof as fully as if set forth at length
herein, the rights granted hereby shall be adjusted as therein specified. Upon
the exercise of this Option, the form of election annexed hereto must be duly
executed and the accompanying instructions for registration of stock must be
filled in. If the subscription rights represented hereby shall not be exercised
at or before 5 P.M., New York City Time November 15, 2008, this Option shall
become and be void and all rights represented hereby shall cease.
Subject to the provisions of the Securities Act of 1933, as amended,
and the Rules and Regulations thereunder, this Option may not be assigned in
whole or in part by the execution by the holder.
<PAGE>
This Option may be exercised in whole or in part. In case of the
exercise hereof in part only, the Corporation will cause to be delivered to the
holder a new Option of like tenor in the name of the holder evidencing the right
of the holder to purchase the number of shares purchasable hereunder as to which
the Option has not been exercised.
WITNESS the signature of the duly authorized officers of the
Corporation.
ARIEL CORPORATION
By:________________________
Jay Atlas, CEO
By:________________________
Harold Paul, Secretary
<PAGE>
Statement of Rights to Options
and
Form of Exercise
(a) In case, prior to the expiration of this Option by
exercise or by its terms, the Corporation shall issue any shares of its Common
Stock as a stock dividend or subdivide the number of outstanding shares of its
Common Stock into a greater number of shares, then in either of such cases, the
then applicable purchase price per share of the shares of Common Stock
purchasable pursuant to this Option in effect at the time of such action shall
be proportionately reduced and the number of shares at that time purchasable
pursuant to this Option shall be proportionately increased; and conversely, in
the event the Corporation shall contract the number of outstanding shares of
Common Stock by combining such shares into a smaller number of shares, then, in
such case, the then applicable purchase price per share of the shares of Common
Stock purchasable pursuant to this Option in effect at the time of such action
shall be proportionately increased and the number of shares of Common Stock at
that time purchasable pursuant to this Option shall be proportionately
decreased. If the Corporation shall, at any time during the life of this Option,
declare a dividend payable in cash on its Common Stock and shall at
substantially the same time offer to its stockholders a right to purchase new
Common Stock from the proceeds of such dividend or for an amount substantially
equal to the dividend, all Common Stock so issued shall, for the purpose of this
Option, be deemed to have been issued as a stock dividend. Any dividend paid or
distributed upon the Common Stock in stock of any other class of securities
convertible into shares of Common Stock shall be treated as a dividend paid in
Common Stock to the extent that shares of Common Stock are issuable upon
conversion thereof.
(b) In case, prior to the expiration of this Option by
exercise or by its terms, the Corporation shall be recapitalized by
reclassifying its outstanding Common Stock, (other than a change in par value to
no par value), or the corporation or a successor corporation shall consolidate
or merge with or convey all or substantially all of its or of any successor
corporation's property and assets to any other corporation or corporations (any
such other corporations being included within the meaning of the term "successor
corporation" hereinbefore used in the event of any consolidation or merger of
any such other corporation with, or the sale of all or substantially all of the
property of any such other corporation to, another corporation or corporations),
then, as a condition of such recapitalization, consolidation, merger or
conveyance, lawful and adequate provision shall be made whereby the holder of
this Option shall thereafter have the right to purchase, upon the basis and on
the terms and conditions specified in this Option, in lieu of the shares of
Common Stock of the Corporation theretofore purchasable upon the exercise of
this Option, such shares of stock, securities or assets as may be issued or
payable with respect to, or in exchange for the number of shares of Common Stock
of the Corporation theretofore purchasable upon the exercise of this Option, had
such recapitalization, consolidation, merger, or conveyance not taken place; and
in any such event, the rights of the Option holder to any adjustment in the
number of shares of Common Stock purchasable upon the exercise of this Option,
as hereinbefore provided, shall continue and be preserved in respect of any
stock which the Option holder becomes entitled to purchase.
<PAGE>
(c) In case the Corporation at any time while this Option
shall remain unexpired and unexercised shall sell all or substantially all of
its property or dissolve, liquidate, or wind up its affairs, lawful provision
shall be made as part of the terms of any such sale, dissolution, liquidation or
winding up, so that the holder of this Option may thereafter receive upon
exercise hereof in lieu of each share of Common Stock of the Corporation which
he would have been entitled to receive, the same kind and amount of any
securities or assets as may be issuable, distributable or payable upon any such
sale, dissolution, liquidation or winding up with respect to each share of
Common Stock of the Corporation, provided, however, that in any case of any such
sale or of dissolution, liquidation or winding up, the right to exercise this
Option shall terminate on a date fixed by the Corporation; such date so fixed to
be not earlier than 5 P.M., New York City Time, on the forty-fifth day next
succeeding the date on which notice of such termination of the right to exercise
this Option has been given by mail to the registered holder of this Option at
this address as it appears on the books of the Corporation.
(d) Upon any exercise of this Option by the Option holder, the
Corporation shall not be required to deliver fractions of one share, but
adjustment in the purchase price payable by the Option holder shall be made in
respect of any such fraction of one share on the basis of the purchase price per
share then applicable upon exercise of this Option.
(e) In case, prior to the expiration of this Option by
exercise or by its terms, the Corporation shall determine to take a record of
its stockholders for the purpose of determining stockholders entitled to receive
any stock dividend, distribution or other right which will cause any change or
adjustment in the number, amount, price or nature of the securities or assets
deliverable upon the exercise of this Option pursuant to the foregoing
provisions, the Corporation shall give at least ten days prior written notice to
the effect that it intends to take such record to the registered holder of this
Option at his address as it appears on the books of the Corporation, said notice
to specify the date as of which such record is to be taken, the purpose for
which such record is to be taken, and the number, amount, price and nature of
the securities and/or assets which will be deliverable upon exercise of this
Option after the action for which such record will be taken has been
consummated.
(f) The Corporation may deem and treat the registered holder
of the Option at any time as the absolute owner hereof for all purposes, and
shall not be affected by any notice to the contrary.
(g) This Option shall not entitle any holder thereof to any of
the rights of stockholders, and shall not entitle any holder thereof to any
dividend declared upon the Common Stock unless the holder shall have exercised
the within Option and purchased the shares of Common Stock prior to the record
date fixed by the Board of Directors for the determination of holders of Common
Stock entitled to said dividend.
<PAGE>
EXERCISE OF OPTION
__________________
The undersigned hereby irrevocably elects to exercise the within Option
to the extent of purchasing _______________ of the shares of Common Stock of
said Corporation called for thereby and hereby makes payment of $____________ in
payment of the purchase price thereof. Please issue the shares of stock so
purchased in accordance with the instructions given below.
____________________________________________
Signature
INSTRUCTIONS FOR REGISTRATION OF STOCK ON THE BOOKS OF THE COMPANY
Name _________________________________________
Address ______________________________________
______________________________________
______________________________________
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 21st day of December, 1998 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Dennis Schneider, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 95,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.375 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
22,500 December 21, 2000
17,500 December 21, 2001
17,500 December 21, 2002
17,500 December 21, 2003
The Grantee has the right to exercise the options with respect
to the remaining 20,000 shares (the "Last 20,000 Options") on December 21, 2004
or earlier, in part, if the following average common stock prices are achieved
as measured by closing prices during any sixty (60) consecutive trading days on
Nasdaq: 5,000 shares @ $6 per share; 5,000 shares @ $9 per share; 5,000 shares @
$12 per share; and 5,000 shares at $15 per share.
Such portion of the Last 20,000 Options which meet the sixty (60) day
minimum price requirement referred to above shall vest immediately; otherwise,
the Last 20,000 Options shall all vest on December 21, 2004.
<PAGE>
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part. Notwithstanding the foregoing, the
specific provisions of Grantee's Employment Agreement of even date shall control
all termination events as to vesting.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
<PAGE>
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
<PAGE>
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________
CEO
By:________________________
Secretary
GRANTEE:
__________________________
Full Name
__________________________
Mailing Address
__________________________
__________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:______________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on December 21, 1998:
Number of Non-Qualified Stock Option shares:_____________________
The purchase price for these shares is $2.375 per share. My check
payable to Ariel Corporation in the amount $ in payment of the purchase
price is enclosed.* Please issue the stock certificate(s) for these shares in my
name as follows:
____________________________________
Name**
____________________________________
Address
____________________________________
____________________________________
Social Security Number
Sincerely yours,
_______________________________
Signature
_______________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Aziz Mzili, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with an
opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the Grantee, as a
matter of separate inducement and agreement, and not in lieu of salary or any
other compensation for services, options to purchase an aggregate of 10,000
shares of the Corporation's Common Stock on the terms and conditions hereinafter
set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to this
Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must encompass
at least one installment or one thousand shares, whichever is less. In the event
the Grantee's exercise includes a fractional share, the Corporation will not be
required to issue a fractional share but will pay the Grantee in cash the value
of such fraction. All unexercised rights shall lapse and forever terminate after
the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with the
Corporation or with a subsidiary of the Corporation is terminated, the term of
any then outstanding option held by the Grantee shall extend for a period ending
on the earlier of the date on which such option would otherwise expire or three
months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased shall be
made at the time of any exercise of this Agreement. The purchase price shall be
payable to the Corporation either (i) in United States dollars in cash or by
check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall be
exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall give
such Grantee neither any right to similar grants in future years nor any right
to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to exercise
any rights under this Agreement shall be entitled to any of the rights or
privileges of a stockholder of the Corporation with respect to any shares which
may be issuable upon any exercise pursuant to this Agreement, unless and until a
certificate or certificates representing such shares will have been actually
issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided herein,
an option and the rights and privileges conferred hereby may not be transferred,
assigned, pledged or hypothecated in any way, other than by will or the laws of
descent and distribution, and an option shall be exercisable during the
Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to exercise
any rights under this Agreement shall be entitled to any of the rights or
privileges of a stockholder of the Corporation with respect to any shares which
may be issuable upon any exercise pursuant to this Agreement, unless and until a
certificate or certificates representing such shares will have been actually
issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his legal
representative shall be subject to any applicable tax, community property, or
other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this Agreement
shall be in writing and delivered in person or by registered mail to the
Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to issue or
deliver any certificate or certificates for shares of Stock under this option,
and the transferability of shares acquired by the exercise of this option, shall
be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Corporation shall, in its absolute discretion upon the advice of
counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the Corporation
shall, in its absolute discretion upon the advice of counsel, determine
to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock Option
shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to restrictions, terms and conditions
contained in an Agreement between the registered owner of such stock
and Ariel Corporation. A copy of the Agreement is on file in the office
of the Secretary of Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole Agreement between
the parties hereto. It may not be modified or terminated orally, and it shall be
deemed to be a Delaware contract, subject to construction and enforcement in
accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding upon each
successor of the Corporation and to the extent specifically provided herein
shall inure to the benefit of and be binding upon the Grantee's heirs, legal
representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee and by
the Corporation through its duly authorized officer or officers as of the day
and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________________
CEO
By:________________________________
Secretary
GRANTEE:
____________________________________
Full Name
____________________________________
Mailing Address
____________________________________
____________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated: _______________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:___________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $____________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
______________________________________
Name**
______________________________________
Address
______________________________________
______________________________________
Social Security Number
Sincerely yours,
______________________________________
Signature
______________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Yann Guillemot, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 10,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Corporation shall, in its absolute discretion upon the
advice of counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice of
counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms and
conditions contained in an Agreement between the registered
owner of such stock and Ariel Corporation. A copy of the
Agreement is on file in the office of the Secretary of Ariel
Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________
CEO
By:________________________
Secretary
GRANTEE:
___________________________
Full Name
___________________________
Mailing Address
___________________________
___________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:______________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:___________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $ s in payment of the purchase
price is enclosed.* Please issue the stock certificate(s) for these shares in my
name as follows:
___________________________________________________________________
Name**
___________________________________________________________________
Address
___________________________________________________________________
___________________________________________________________________
Social Security Number
Sincerely yours,
___________________________
Signature
___________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Florence Reignier, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 10,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:_______________________________________
CEO
By:_______________________________________
Secretary
GRANTEE:
__________________________________________
Full Name
__________________________________________
Mailing Address
__________________________________________
__________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:_______________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_________________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $______________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
__________________________________________
Name**
__________________________________________
Address
__________________________________________
__________________________________________
Social Security Number
Sincerely yours,
___________________________________
Signature
___________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Manuel Araujo, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 5,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:___________________________________________
CEO
By:___________________________________________
Secretary
GRANTEE:
______________________________________________
Full Name
______________________________________________
Mailing Address
______________________________________________
______________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:_____________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $_______________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
____________________________________
Name**
____________________________________
Address
____________________________________
____________________________________
Social Security Number
Sincerely yours,
____________________________________
Signature
____________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Gilles Bord, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 3,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Corporation shall, in its absolute discretion upon the
advice of counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice of
counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to restrictions, terms and
conditions contained in an Agreement between the registered
owner of such stock and Ariel Corporation. A copy of the
Agreement is on file in the office of the Secretary of Ariel
Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________
CEO
By:________________________
Secretary
GRANTEE:
___________________________
Full Name
___________________________
Mailing Address
___________________________
___________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:_____________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_____________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $____________________ in payment of
the purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
___________________________________________
Name**
___________________________________________
Address
___________________________________________
___________________________________________
Social Security Number
Sincerely yours,
___________________________
Signature
___________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Christophe Allie, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 3,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:___________________________________________
CEO
By:___________________________________________
Secretary
GRANTEE:
______________________________________________
Full Name
______________________________________________
Mailing Address
______________________________________________
______________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $____________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
____________________________________
Name**
____________________________________
Address
____________________________________
____________________________________
Social Security Number
Sincerely yours,
____________________________________
Signature
____________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Jean Claude Hervault, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 5,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:_______________________________________
CEO
By:_______________________________________
Secretary
GRANTEE:
__________________________________________
Full Name
__________________________________________
Mailing Address
__________________________________________
__________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:___________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:____________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $ in payment of the purchase
price is enclosed.* Please issue the stock certificate(s) for these shares in my
name as follows:
__________________________________________
Name**
__________________________________________
Address
__________________________________________
__________________________________________
Social Security Number
Sincerely yours,
___________________________________
Signature
___________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Thierry Defay, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 3,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Corporation shall, in its absolute discretion upon the
advice of counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice of
counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to restrictions, terms and
conditions contained in an Agreement between the registered
owner of such stock and Ariel Corporation. A copy of the
Agreement is on file in the office of the Secretary of Ariel
Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________
CEO
By:________________________
Secretary
GRANTEE:
___________________________
Full Name
___________________________
Mailing Address
___________________________
___________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:__________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:__________________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $___________________ in payment of
the purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_________________________________________
Name**
_________________________________________
Address
_________________________________________
Social Security Number
Sincerely yours,
___________________________
Signature
___________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Jean Noel Denis, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 3,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:_____________________________________
CEO
By:_____________________________________
Secretary
GRANTEE:
________________________________________
Full Name
________________________________________
Mailing Address
________________________________________
________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $ in payment of the purchase price
is enclosed.* Please issue the stock certificate(s) for these shares in my name
as follows:
________________________________________
Name**
________________________________________
Address
________________________________________
________________________________________
Social Security Number
Sincerely yours,
________________________________________
Signature
________________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Olivier Blondeaux, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 1,500 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit from any
state or federal governmental agency which the Corporation shall, in its
absolute discretion upon the advice of counsel, determine to be necessary or
advisable; and
(c) Each stock certificate issued pursuant to a Stock Option shall bear
the following legend:
"The transferability of this certificate and the shares of stock represented
hereby are subject to restrictions, terms and conditions contained in an
Agreement between the registered owner of such stock and Ariel Corporation. A
copy of the Agreement is on file in the office of the Secretary of Ariel
Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:__________________________________
CEO
By:__________________________________
Secretary
GRANTEE:
_____________________________________
Full Name
_____________________________________
Mailing Address
_____________________________________
_____________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:_________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_____________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $________________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_______________________________
Name**
______________________________
Address
_______________________________
_______________________________
Social Security Number
Sincerely yours,
_______________________________
Signature
_______________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Marie Pierre Amblard, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 1,500 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit from any
state or federal governmental agency which the Corporation shall, in its
absolute discretion upon the advice of counsel, determine to be necessary or
advisable; and
(c) Each stock certificate issued pursuant to a Stock Option shall bear
the following legend:
"The transferability of this certificate and the shares of stock represented
hereby are subject to restrictions, terms and conditions contained in an
Agreement between the registered owner of such stock and Ariel Corporation. A
copy of the Agreement is on file in the office of the Secretary of Ariel
Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:__________________________________
CEO
By:__________________________________
Secretary
GRANTEE:
_____________________________________
Full Name
_____________________________________
Mailing Address
_____________________________________
_____________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:_________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:____________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $________________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_______________________________
Name**
_______________________________
Address
_______________________________
_______________________________
Social Security Number
Sincerely yours,
_________________________
Signature
_________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Solveig Henry, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 3,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:__________________________________________
CEO
By:__________________________________________
Secretary
GRANTEE:
_____________________________________________
Full Name
_____________________________________________
Mailing Address
_____________________________________________
_____________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:____________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $______________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_____________________________________________
Name**
_____________________________________________
Address
_____________________________________________
_____________________________________________
Social Security Number
Sincerely yours,
______________________________________
Signature
______________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Tanya Holmes, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 1,500 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:__________________________________________
CEO
By:__________________________________________
Secretary
GRANTEE:
_____________________________________________
Full Name
_____________________________________________
Mailing Address
_____________________________________________
_____________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:____________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:____________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $________________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_____________________________________
Name**
_____________________________________
Address
_____________________________________
_____________________________________
Social Security Number
Sincerely yours,
__________________________
Signature
__________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office
at (609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Gwenaelle Carre, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 500 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:__________________________________________
CEO
By:__________________________________________
Secretary
GRANTEE:
_____________________________________________
Full Name
_____________________________________________
Mailing Address
_____________________________________________
_____________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:__________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:___________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $___________________ in payment of
the purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_____________________________________
Name**
_____________________________________
Address
_____________________________________
_____________________________________
Social Security Number
Sincerely yours,
__________________________
Signature
__________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Julie Hinks, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 3,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:__________________________________________
CEO
By:__________________________________________
Secretary
GRANTEE:
_____________________________________________
Full Name
_____________________________________________
Mailing Address
_____________________________________________
_____________________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:______________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_________________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $_____________________ in payment of
the purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_____________________________________
Name**
_____________________________________
Address
_____________________________________
_____________________________________
Social Security Number
Sincerely yours,
__________________________
Signature
__________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Nicolas Zumbiehl, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 10,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Corporation shall, in its absolute discretion upon the
advice of counsel, deem necessary or advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice of
counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to restrictions, terms and
conditions contained in an Agreement between the registered
owner of such stock and Ariel Corporation. A copy of the
Agreement is on file in the office of the Secretary of Ariel
Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________
CEO
By:________________________
Secretary
GRANTEE:
___________________________
Full Name
___________________________
Mailing Address
___________________________
___________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:__________________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares:_________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $______________ in payment of the
purchase price is enclosed.* Please issue the stock certificate(s) for these
shares in my name as follows:
_________________________________________
Name**
_________________________________________
Address
_________________________________________
_________________________________________
Social Security Number
Sincerely yours,
___________________________
Signature
___________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
ARIEL CORPORATION
STOCK OPTION AGREEMENT
Agreement made this 5th day of February, 1999 between ARIEL
CORPORATION, a Delaware corporation, (hereinafter called the "Corporation") and
Matthias Markert, (hereinafter called the "Grantee").
WHEREAS, the Corporation desires to provide the Grantee with
an opportunity to acquire or increase his or her proprietary interest in the
business of the Corporation and, through stock ownership, to possess an
increased personal interest in its continued success and progress;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants hereinafter set forth, and other good and valuable consideration, the
Corporation and the Grantee agree as follows:
1. Award of Option. The Corporation hereby awards to the
Grantee, as a matter of separate inducement and agreement, and not in lieu of
salary or any other compensation for services, options to purchase an aggregate
of 25,000 shares of the Corporation's Common Stock on the terms and conditions
hereinafter set forth, at the purchase price of $2.75 per share.
2. Exercise of Option. The stock option granted pursuant to
this Agreement is exercisable in installments in accordance with the following
schedule, in which time periods are calculated from the date of this Agreement:
Installments Exercisable After
------------ -----------------
25% February 5, 2000
25% February 5, 2001
25% February 5, 2002
25% February 5, 2003
Such installments shall be cumulative, but each exercise must
encompass at least one installment or one thousand shares, whichever is less. In
the event the Grantee's exercise includes a fractional share, the Corporation
will not be required to issue a fractional share but will pay the Grantee in
cash the value of such fraction. All unexercised rights shall lapse and forever
terminate after the expiration of ten years from the date of this Agreement.
<PAGE>
3. Termination of Employment. If the Grantee's employment with
the Corporation or with a subsidiary of the Corporation is terminated, the term
of any then outstanding option held by the Grantee shall extend for a period
ending on the earlier of the date on which such option would otherwise expire or
three months after such termination of employment, and such option shall be
exercisable to the extent it was exercisable as of such last date of employment,
except in the event the Corporation is acquired and the grantee's job is
terminated as a result of corporate restructuring, the option shall remain in
full force and effect. The representative of a deceased Grantee's estate or
beneficiaries thereof to whom the option has been transferred shall have the
right during the three-month period following his or her death to exercise any
then outstanding option in whole or in part.
4. Manner of Exercise. Full payment for the shares purchased
shall be made at the time of any exercise of this Agreement. The purchase price
shall be payable to the Corporation either (i) in United States dollars in cash
or by check, bank draft, or postal or express money order, or (ii) through the
delivery of shares of Stock of the Corporation owned by the Grantee for at least
six months prior to the date of exercise having a Fair Market Value on the date
of exercise equal to the full purchase price, or (iii) by a combination of (i)
and (ii) above; provided, however, that no fractional share shall be accepted by
the Corporation in partial payment of the purchase price of any Stock but the
value of any such fractional interest shall be paid to the Corporation in the
manner specified in (i) above.
Subject to the terms and conditions hereof, the options shall
be exercisable by notice to the Corporation on the form provided by the
Corporation, a copy of which is attached hereto. In the event that the options
are being exercised by any person or persons, other than the Grantee, the notice
shall be accompanied by proof, satisfactory to the Corporation, of the right of
such person or persons to exercise any right under this Agreement.
5. Rights of Grantee. The grant of an option in any year shall
give such Grantee neither any right to similar grants in future years nor any
right to be retained as an employee of the Corporation or its subsidiaries, such
employment being terminable to the same extent as if this Agreement were not in
effect. The right and power of the Corporation or its subsidiaries to dismiss or
discharge any participant is specifically and unqualifiedly unimpaired by this
Agreement.
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
6. Non-Transferability of Option. Except as otherwise provided
herein, an option and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any way, other than by will or
the laws of descent and distribution, and an option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.
<PAGE>
Neither the Grantee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights
or privileges of a stockholder of the Corporation with respect to any shares
which may be issuable upon any exercise pursuant to this Agreement, unless and
until a certificate or certificates representing such shares will have been
actually issued and delivered to the Grantee or such person.
7. Taxes and Withholding. All payments to a Grantee or to his
legal representative shall be subject to any applicable tax, community property,
or other statutes or regulations of the United States or of any state having
jurisdiction thereof. The Grantee may be required to pay to the Corporation the
amount of any withholding taxes which the Corporation is required to withhold
with respect to a stock option or its exercise. In the event that such payment
is not made when due, the Corporation shall have the right to deduct, to the
extent permitted by law, from any payment of any kind otherwise due to such
person all or part of the amount required to be withheld.
8. Notices. Each notice to the Corporation relating to this
Agreement shall be in writing and delivered in person or by registered mail to
the Corporation at its office, 2540 Route 130, Cranbury, New Jersey 08512 to the
attention of the General Counsel. All notices to the Grantee or other person
then entitled to exercise any right pursuant to this Agreement shall be
delivered to the Grantee or such other person or persons at the Grantee's
address specified below or at such other address as the Grantee or such other
person or persons at the Grantee's address specified below or at such other
address as the Grantee or such other person may specify in writing to the
Corporation by a notice delivered in accordance with this paragraph.
9. Restriction on Shares. The Corporation's obligation to
issue or deliver any certificate or certificates for shares of Stock under this
option, and the transferability of shares acquired by the exercise of this
option, shall be subject to all of the following conditions:
(a) Any registration or other qualification of such shares
under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Corporation shall, in its absolute
discretion upon the advice of counsel, deem necessary or
advisable.
(b) The obtaining of any other consent, approval, or permit
from any state or federal governmental agency which the
Corporation shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable; and
(c) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to restrictions, terms
and conditions contained in an Agreement between the
registered owner of such stock and Ariel Corporation. A copy
of the Agreement is on file in the office of the Secretary of
Ariel Corporation."
<PAGE>
10. Miscellaneous. This Agreement comprises the whole
Agreement between the parties hereto. It may not be modified or terminated
orally, and it shall be deemed to be a Delaware contract, subject to
construction and enforcement in accordance with the laws of Delaware.
This Agreement shall inure to the benefit of and be binding
upon each successor of the Corporation and to the extent specifically provided
herein shall inure to the benefit of and be binding upon the Grantee's heirs,
legal representatives, and successors.
IN WITNESS WHEREOF, this Agreement is executed by the Grantee
and by the Corporation through its duly authorized officer or officers as of the
day and year first above written.
GRANTOR:
ARIEL CORPORATION
By:________________________________
CEO
By:________________________________
Secretary
GRANTEE:
___________________________________
Full Name
___________________________________
Mailing Address
___________________________________
___________________________________
Social Security No.
<PAGE>
LETTER OF STOCK OPTION EXERCISE
CONFIDENTIAL
Dated:______________
ARIEL CORPORATION
2540 Route 130
Cranbury, New Jersey 08512
Attention: General Counsel
Gentlemen:
I wish to purchase the following number of shares of Common Stock
pursuant to the option granted to me on February 5, 1999:
Number of Incentive stock option shares: __________________________
The purchase price for these shares is $2.75 per share. My check
payable to Ariel Corporation in the amount $ in payment of the purchase
price is enclosed.* Please issue the stock certificate(s) for these shares in my
name as follows:
______________________________
Name**
______________________________
Address
______________________________
______________________________
Social Security Number
Sincerely yours,
_____________________________________
Signature
_____________________________________
Office/Home Telephone
* If stock is used in payment, please contact the General Counsel's office at
(609) 860-2900.
** If you wish to have the shares issued in your name and that of another person
jointly, we suggest that the following form be used: "(Your name) and (name of
other person), as joint tenants with right of survivorship."
<PAGE>
March 10, 1999
Ariel Corporation
2540 Route 130
Cranbury, New Jersey 08512
Dear Sirs:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") filed by Ariel Corporation ("Company") under the
Securities Act of 1933, as amended ("Act"), with respect to an aggregate of
734,500 shares of common stock, par value $.001 per share ("Common Stock") to be
offered by the Company under Atlas Stock Option Plan, Agnello Stock Option Plan,
Perold Stock Option Plan, Schneider Stock Option Plan, Mzili Stock Option Plan,
Guillemot Stock Option Plan, Reignier Stock Option Plan, Araujo Stock Option
Plan, Bord Stock Option Plan, Allie Stock Option Plan, Hervault Stock Option
Plan, Defay Stock Option Plan, Denis Stock Option Plan, Blondeaux Stock Option
Plan, Amblard Stock Option Plan, Henry Stock Option Plan, Holmes Stock Option
Plan, Carre Stock Option Plan, Hinks Stock Option Plan, Zumbiehl Stock Option
Plan, And Markert Stock Option Plan (together referred to hereinafter as the
"Plans").
We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
<PAGE>
Ariel Corporation
March 10, 1999
Page Two
Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under each of the Plans, when sold in accordance with the
terms of the Plans and instruments governing their issuance, will be legally
issued, fully paid and non-assessable, although they may be subject to
contractual restrictions established by the applicable Plan or instrument.
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer and/or warrant agent and
registered by the Company's registrar, if necessary, and will conform, except as
to denominations, to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof.
Sincerely,
/sl BERGER & PAUL, LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Ariel Corporation on Form S-8 of our report, which includes an explanatory
paragraph about the Company's ability to continue as a going concern, dated
March 6, 1998, on our audits of the financial statements of Ariel Corporation at
December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996, and
1995, which report is included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Princeton, New Jersey
March 18, 1999
