As filed with the Securities and Exchange Commission on May 14, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 11-2863244
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1335 Greg Street. Unit #104
Sparks, Nevada 89431
(Address of principal executive offices) (Zip Code)
</TABLE>
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 STOCK OPTION PLAN
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 INCENTIVE STOCK OPTION PLAN
EMPLOYMENT CONTRACT FOR AMYN S. DAHYA
(Full title of the plans)
Amyn S. Dahya, Chairman & CEO Copy to:
Vector Environmental Technologies, Inc. John M. Stephenson, Esq.
1335 Greg Street, Unit #104 Jenkens & Gilchrist,
Sparks, Nevada 89431 A Professional Corporation
(702) 331-5524 1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
(Name, address and telephone number including area code of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Class of Securities to Amount to be Maximum Aggregate Offering Amount of Registration Fee (3)
be Registered Registered(1) Offering Price per Price (2)(3)
Share (2)(3)
<S> <C> <C> <C> <C>
Common Stock, $0.005 par 2,575,000 $2.50 $3,056,540 $1,054
value per share
<FN>
(1) The securities to be registered consist of 875,000 shares reserved for
issuance under the Vector Environmental Technologies, Inc. 1995 Stock Option
Plan, 700,000 shares reserved for issuance under the Vector Environmental
Technologies, Inc. 1995 Incentive Stock Option Plan, and 1,000,000 shares under
employment contract.
<PAGE>
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per
share of the common stock offered hereunder pursuant to the Plans is based on
(i) 89,000 shares of common stock reserved for issuance under the Plans but not
subject to outstanding stock options, at a price per share of $2.50, which is
the average of the bid and asked price per share of common stock on the 10th day
of May, 1996 on NASD Bulletin Board, and (ii) 2,486,000 shares of common stock
reserved for issuance under the Plans and subject to outstanding stock options,
at the average exercise price of approximately $1.14 per share.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this registration statement
the following documents previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):
(1) the Registrant's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended September 30, 1995;
(2) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1995 filed with the Commission;
(3) the description of the common stock, par value $0.005 per share, of the
Registrant (the "Common Stock") set forth in the Registration Statement on Form
10 filed with the Commission on February 10, 1994, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this registration statement
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of the filing of such documents until such time as there shall
have been filed a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all securities remaining
unsold at the time of such amendment.
Item 5. Interests of Named Experts and Counsel.
Certain matters with respect to the validity of the Common Stock to be offered
hereby will be passed on for the Registrant by Jenkens & Gilchrist, a
Professional Corporation.
Item 6. Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, director or officer of the Registrant is insured
or indemnified in any manner against any liability which he may incur in his
capacity as such, is as follows:
(1) Article XIII of the Articles of Incorporation of Registrant, filed as
Exhibit 3(i) to the Registration Statement.
(2) Section 145 of the Delaware
General Corporation Law.
The general effect of the foregoing is to indemnify a control person, officer or
director from liability, thereby making the Registrant responsible for any
expenses or damages incurred by such control person, officer or director in any
action brought against them based on their conduct in such capacity, provided
they did not engage in fraud or criminal activity.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as part of this registration
statement.
Exhibit Description of Exhibit
4.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3(i) to the Registrant's Registration Statement on Form S-4 (Reg. No.
33-86716)).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) to
the Registrant's Registration Statement on Form S-4 (Reg. No. 33-86716)).
4.3* Vector Environmental Technologies, Inc. 1995 Incentive Stock Option
Plan.
4.4* Form of Stock Option Agreement under the Vector Environmental
Technologies, Inc. 1995 Incentive Stock Option Plan.
4.5* Vector Environmental Technologies, Inc. 1995 Stock Option Plan.
4.6* Form of Stock Option Agreement under the Vector Environmental
Technologies, Inc. 1995 Stock Option Plan.
4.7* Employment Contract with Amyn S. Dahya.
5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation.
23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included
in their opinion filed as Exhibit 5.1).
23.2* Consent of Deloitte & Touche LLP.
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 to
this registration statement 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;
(2) that, for the purpose of determining any
liability under the Securities Act, 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; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
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, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) 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.
-------------------
* Filed herewith.
<PAGE>
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other 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 of
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
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 the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reno, Nevada, on May 6, 1996.
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ Amyn S. Dahya
Amyn S. Dahya, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Amyn S. Dahya and Douglas C. Washburn his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same with all exhibits, thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C> <C>
/s/ Amyn S Dahya 5/6/96
______________________________ Chief Executive Officer ____________
Amyn S. Dahya (Principal Executive Officer)
/s/ Douglas C. Washburn 5/6/96
______________________________ Vice President Secretary Treasurer ____________
Douglas C. Washburn (Principal Financial Officer)
/s/ Dennis E. Welling 5/6/96
______________________________ Controller ____________
Dennis E. Welling (Principal Accounting Officer)
/s/ Vijay J. Fozdar 5/6/96
______________________________ President & Director ____________
Vijay J. Fozdar
/s/ Martin D. Fife 5/6/96
______________________________ Director ____________
Martin D. Fife
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Document Description
4.3 Vector Environmental Technologies, Inc.
1995 Incentive Stock Option Plan
4.4 Form of Incentive Stock Option Agreement
under the Vector Environmental
Technologies, Inc. 1995 Incentive Stock
Option Plan
4.5 Vector Environmental Technologies, Inc.
1995 Stock Option Plan
4.6 Form of Stock Option Agreement under the
Vector Environmental Technologies, Inc.
1995 Stock Option Plan
4.7 Employment Contract for Amyn S. Dahya
5.1 Opinion of Jenkens & Gilchrist, a
Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a
Professional Corporation
(included in their
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
EXHIBIT 4.3
<PAGE>
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
1995 INCENTIVE STOCK OPTION PLAN
ARTICLE 1
Purpose of Plan
This 1995 INCENTIVE STOCK OPTION PLAN (the "Plan") VECTOR ENVIRONMENTAL
TECHNOLOGIES, INC.(the "Company") for executive and other key employees of the
Company, is intended to advance the best interest of the Company by providing
those persons who have a substantial responsibility for its management and
growth with additional incentive and by increasing their proprietary interest in
the success of the Company, thereby encouraging them to remain in its employ.
Further, the availability and offering of incentive stock options under the Plan
supports and increases the Company's ability to attract and retain individuals
of exceptional managerial talent upon whom, in large measure, the sustained
progress, growth and profitability of the Company depends.
ARTICLE II
Definitions
For Plan purposes, except where the context might clearly indicate otherwise,
the following terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee, or such other committee
of the Board, which shall be designated by the Board, to administer the Plan.
The Committee shall be composed of two or more persons as from time to time are
appointed to serve by the Board. Each member of the Committee, while serving as
such, shall also be a member of the Board and shall be a disinterested person
with the meaning of Rule 16b-3 of the Securities Exchange Act of 1934.
"Common Shares" shall mean the Company's Common Shares, par value $.005 per
share, or, in the event that the outstanding Common Shares are hereafter changed
into or exchanged for different shares or securities of the Company, such other
shares or securities.
"Company" shall mean VECTOR ENVIRONMENTAL TECHNOLOGIES, INC., a Deleware
corporation, and any parent or subsidiary corporation of VECTOR ENVIRONMENTAL
TECHNOLOGIES, INC. as such terms are defined in Sections 424(e) and 424(f),
respectively, of the Code.
"Fair Market Value" shall mean, with respect to the date a given stock
option is granted or exercised, the average of the highest and lowest reported
sales prices of the Common Shares, as reported by such responsible reporting
service as the Committee may select, or if there were no transactions in the
Common Shares on such day,
<PAGE>
then the last preceding day on which transactions took place. The above
notwithstanding, the Committee may determine the Fair Market Value in such other
manner as it may deem more equitable for Plan purposes or as is required by
applicable laws or regulations.
"Incentive Stock Option" or "ISO" shall mean a stock option which is
intended to meet and comply with the terms and conditions for an incentive stock
option as set forth in Section 422 of the Code.
"Optionee" shall mean an employee of the Company who has been granted one
or more Incentive Stock Options under the Plan.
"Stock Option Agreement" shall mean the agreement between the Company and
the Optionee under which the Optionee may purchase Common Shares hereunder.
"10% Shareholder" shall mean an employee who owns 10% or more of the Common
Shares as such amount is calculated under Section 422(b)(6) of the Code.
Attribution rules under Section 424(d) of the Code are applicable to determine
whether the 10% ownership rule is satisfied.
ARTICLE III
Administration of the Plan
1. The Committee shall administer the Plan and accordingly, it shall
have full power to grant Incentive Stock Options, construe and
interpret the plan, establish rules and regulations and perform all
other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper.
2. The determination of those eligible to receive Incentive Stock
Options, and the amount, type and timing of each stock option and the
terms and conditions of the respective stock option agreements shall
rest in the sole discretion of the Committee, subject to the provisions
of the Plan.
3. The Committee may cancel any Incentive Stock Options awarded under
the Plan if an Optionee conducts himself in a manner which the
Committee determines to be inimical to the best interest of the
Company, as set forth more fully in paragraph 8 of Article XI of the
Plan.
4. The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any granted
Incentive Stock Option, in the manner and to the extent it shall deem
necessary to carry it into effect.
5. Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
6. Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business,
and the vote of a majority of those members present at any meeting
shall decide any question brought before that meeting. In addition, the
Committee may take any action otherwise proper under the Plan by the
affirmative vote, taken without a meeting, of a majority of its
members.
<PAGE>
7. No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his
own part, including, but not limited to, the exercise of any power or
discretion given to him under the Plan, except those resulting from his
own gross negligence or willful misconduct.
8. The plan shall be administered in such a manner as to permit the
Incentive Stock Options granted hereunder to qualify as "Incentive
Stock Option" as described in Section 422 of the Code.
9. The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to eligible
employees, their duties and performance, and current information on
death, retirement, and disability or other termination of employment of
Optionees, and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such clerical and
other assistance as is necessary in the performance of its duties
hereunder.
ARTICLE IV
Shares Subject to the Plan
1. The total number of shares of the Company available for grants of
Incentive Stock Options under the Plan shall be 700,000 Common Shares,
subject to adjustment in accordance with Article VII of the Plan, which
shares may be either authorized but unissued or reacquired Common
Shares of the Company.
2. If an Incentive Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in full, the
unpurchased shares covered by such ISO shall be available for future
grants of Incentive Stock Options.
ARTICLE V
Eligible Employees
1. Consistent with the Plan's purpose, Incentive Stock Options may be
granted to employees of the Company who are performing or who have been
engaged to perform services of special importance to the management,
operation or development of the Company. Included as eligible employees
are officers of the Company, including those who are also members of
the Board. Nonemployee members of the Board shall not be eligible for
ISO grants.
2. No Incentive Stock Option, except an option which meets the terms as
set forth in Section 422(c)(5) of the Code, shall be granted to an
employee who at the time of grant is a 10% Shareholder.
ARTICLE VI
Stock Option Terms and Conditions
1. All Incentive Stock Options granted under the Plan shall be
evidenced by agreements which shall be subject to applicable provisions
of the Plan, and such other provisions as the Committee may adopt,
including the provisions set forth in paragraphs 2 through 11 of this
Article VI.
<PAGE>
2. The option price per share shall not be less than 100% of the Fair
Market Value of a Common share on the date of grant as determined by
the Committee, and the Committee, in its discretion, may specify a
higher price than the Fair Market Value.
3. All Incentive Stock Options granted hereunder must be granted and
exercised within ten years from the date this Plan is adopted or
approved by the shareholders whichever is earlier.
4. No Incentive Stock Option granted to any employee shall be
exercisable after the expiration of ten years from the date such ISO is
granted. The Committee, in its discretion, may provide that an option
shall be exercisable during such ten year period or during any lesser
period of time.
The Committee may establish installment exercise terms for an
Incentive Stock Option such that the ISO becomes fully exercisable in a
series of cumulating portions. If an Optionee shall not, in any given
installment period, purchase all the Common Shares which such Optionee
is entitled to purchase within such installment period, such Optionee's
right to purchase any Common Shares not purchased in such installment
period shall continue until the expiration or sooner termination of
such ISO. The Committee may also accelerate the exercise of any ISO.
5. An Incentive Stock Option, or portion thereof, shall be exercised by
delivery of (i) a written notice of exercise to the Company specifying
the number of Common Shares to be purchased, and (ii) payment of the
full price of such Common Shares, as fully set forth in paragraph 6 of
this Article VI.
No ISO or installment thereof shall be reusable except with
respect to whole shares, and fractional share interests shall be
disregarded. Not less than 100 Common Shares may be purchased at one
time unless the number purchased is the total number at the time
available for purchase under the ISO. Until the Common Shares
represented by an exercised ISO are issued to an Optionee, he shall
have none of the rights of a shareholder.
6. The price of an exercised Incentive Stock Option, or portion thereof,
may be paid:
A. In United States dollars, in cash or by
cashier's check, certified check, bank draft or money order,
payable to the order of the Company in an amount equal to the
option price;
B. The Committee shall determine acceptable methods
for tendering Common Shares as payment upon exercise of an
Incentive Stock Option and may impose such limitations and
prohibitions on the use of Common Shares to exercise an ISO as
it deems appropriate.
7. With the Optionee's consent, the Committee may cancel any Incentive
Stock Option issued under this Plan and issue a new ISO to such
Optionee.
8. Except by will or the laws of descent and distribution, no right or
interest in any Incentive Stock Option granted under the Plan shall be
assignable or transferable, or no right or interest of any Optionee
shall be liable for, or subject to, any lien, obligation or liability
of such Optionee. Incentive Stock Options shall be exercisable during
the Optionee's lifetime only by the Optionee or the duly appointed
legal representative of an incompetent Optionee.
<PAGE>
9. In the event an Optionee shall cease to be employed by the Company,
die, or become permanently or totally disabled (within the meaning of
Section 105(b)(4) of the Code) while he is holding one or more
Incentive Stock Options, each ISO held shall expire at the earlier of
the expiration of the Incentive Stock Option's term or the following:
A. If the Optionee's termination of employment occurs for any reason,
such Optionee shall have the right to exercise the ISO for three
months after such termination date to the extent that it was
exercisable on the date of such termination of employment; or
B. If the Optionee shall die while employed by the Company or within
three months after termination of such employment, the personal
representative or administrator of the Optionee's estate or the
person(s) to whom an ISO granted hereunder shall have been validly
transferred by such personal representative or administrator pursuant
to the Optionee's will or the laws of descent and distribution, shall
have the right to exercise the ISO for one year after the date of the
Optionee's death, to the extent (i) such ISO was exercisable on the
date of such termination of employment by death and (ii) such ISO was
not exercised.
No transfer of an Incentive Stock Option by the will of an
Optionee or by the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with
written notice thereof and an authenticated copy of the will and/or
such other evidence as the Committee may deem necessary to establish
the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of such Incentive Stock Option.
In the event of death following termination of employment
while any portion of an ISO remains exercisable, the Committee, in its
discretion, may provide for an extension of the exercise period of up
to one year after the Optionee's death but not beyond the expiration of
the term of the Incentive Stock Option.
10. For the purposes of this paragraph, it shall not be considered a
termination of employment when an Optionee is placed by the Company on
military or sick leave or such other type of leave of absence which is
considered as continuing intact the employment relationship of the
Optionee. In case of such leave of absence, the employment relationship
shall be continued until the later of the date when such leave equals
90 days or the date when the Optionee's right to re-employment with the
Company shall no longer be guaranteed either by statute or contract.
11. Notwithstanding any other provision of the Plan, in the case
of any ISO granted under the Plan, the following provisions will apply:
A. The aggregate Fair Market Value of the Common
Shares, determined as of the time the ISO is granted, with
respect to which Incentive Stock Options are exercisable for
the first time by any individual during any calendar year
shall not exceed $100,000 (or such larger individual employee
maximum as may be in effect from time to time under the Code
at the time the ISO is granted), computed in accordance with
Section 422 of the Code;
B. Any Optionee who disposes of Common Shares
acquired on the exercise of an ISO by sale or exchange either
(i) within two years after the date of the grant of the ISO
under which the stock was acquired, or (ii) within one year
after the acquisition of such Shares, shall notify the Company
of
<PAGE>
such disposition and of the amount realized upon such
disposition. The transfer of Common Shares may also be
restricted by applicable provisions of the Securities Act of
1933, as amended.
ARTICLE VII
Adjustments or Changes in Capitalization
1. In the event that the outstanding Common Shares of the Company are
hereafter changed into or exchanged for a different number or kind of
Shares or other securities of the Company by reason of merger,
consolidation, other reorganization, recapitalization,
reclassification, combination of Shares, stock split-up, or stock
dividend:
A. Prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number and
kind of Shares subject to Incentive Stock Options which may be
granted under the Plan, such that the Optionee shall have the
right to purchase such Common Shares as may be issued in
exchange for the Common Shares purchasable on exercise of the
ISO had such merger, consolidation, other reorganization,
recapitalization, reclassification, combination of Shares,
stock split-up or stock dividend not taken place;
B. Rights under unexercised Incentive Stock Options
or portions thereof granted prior to any such change, both as
to the number or kind of Shares and the exercise price per
Share, shall be adjusted appropriately, provided that such
adjustments shall be made without change in the total exercise
price applicable to the unexercised portion of such ISO's but
by an adjustment in the price for each Share covered by such
ISO's; or
C. Upon any dissolution or liquidation of the Company
each outstanding Incentive Stock Option granted hereunder
shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution or liquidation to
exercise his ISO in whole or in part, to the extent that it
shall not have been exercised, without regard to any
installment exercise provisions in such ISO.
2. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent
thereof, shall be final, binding and conclusive. No fractional Shares
shall be issued under the Plan on account of any such adjustments.
ARTICLE VIII
Merger, Consolidation or Tender Offer
1. If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all
the assets of the Company, each outstanding Incentive Stock Option
shall pertain and apply to the securities and/or property which a
shareholder of the number of Common Shares of the
<PAGE>
Company subject to the ISO would be entitled to receive pursuant to
such merger, consolidation or reorganization or sale of assets.
2. In the event that:
A. Any person other than the Company shall acquire more
than 20% of the Common Shares of the Company through a tender
offer, exchange offer or otherwise;
B. A change in the "control" of the Company occurs, as
such term is defined in Rule 405 under the securities Act of
1933;
C. There shall be a sale of all or substantially all of
the assets of the Company;
any then outstanding Incentive Stock Option held by an
Optionee, who is deemed
by the Committee to be a statutory officer
("insider") for purposes of Section 16 of the
Securities Exchange Act of 1934 shall be entitled to
receive, subject to any action by the Committee
revoking such an entitlement as provided for below,
in lieu of exercise of such Incentive Stock Option,
to the extent that it is then exercisable, a cash
payment in an amount equal to the difference between
the aggregate exercise price of such ISO, or portion
thereof, and, (i) in the event of an offer or similar
event, the final offer price per Share paid for
Common Shares, or such lower price as the Committee
may determine to conform an option to preserve its
Incentive Stock Option status, times the number of
Common Shares covered by the ISO or portion thereof,
or (ii) in the case of an event covered by B or C
above, the aggregate Fair Market Value of the Common
Shares covered by the Incentive Stock Option, as
determined by the Committee at such time.
3. Any payment which the Company is required to make pursuant to
paragraph 2 of this Article VIII, shall be made within 15 business
days, following the event which results in the Optionee's right to such
payment. In the event of a tender offer in which fewer than all the
Shares which are validly tendered in compliance with such offer are
purchased or exchanged, then only that portion of the Shares covered by
an ISO as results from multiplying such Shares by a fraction, the
numerator of which is the number of Common Shares acquired pursuant to
the offer and the denominator of which is the number of Common Shares
tendered in compliance with such offer, shall be used to determine the
payment thereupon. To the extent that all or any portion of an
Incentive Stock Option shall be affected by this provision, all or such
portion of the ISO shall be terminated.
4. Notwithstanding paragraphs 1 and 3 of this Article VIII, the
Committee may, by unanimous vote and resolution, unilaterally revoke
the benefits of the above provisions; provided, however, that such vote
is taken no later than ten business days following public announcement
of the intent of an offer or the change of control, whichever occurs
earlier.
ARTICLE IX
Amendment and Termination of Plan
<PAGE>
1. The Board, without further approval of the shareholders, may at any
time, and from time to time, suspend or terminate the Plan in whole or
in part or amend it from time to time in such respects as the Board may
deem appropriate and in the best interest of the Company; provided,
however, that without the approval of the shareholders, the Board may
not:
A. Materially modify the eligibility requirement for receiving
Incentive Stock Options;
B. Increase the total number of Common Shares which may be issued
pursuant to Incentive Stock Options, except as is provided for
in accordance with Article VII under the Plan;
C. Reduce the minimum option price per Share;
D. Extend the period of granting Incentive Stock Options; or
E. Materially increase in any other way the benefits accruing to
Optionees.
2. No amendment, suspension or termination of this Plan shall, without
the Optionee's consent, alter or impair any of the rights or
obligations under any Incentive Stock Option theretofore granted to him
under the Plan.
3. The Board may amend the Plan, subject to the limitations cited above
in such manner as it deems necessary to permit the granting of
Incentive Stock Options meeting the requirements of future amendments
or issued regulations, if any, to the Code.
4. No ISO may be granted during any suspension of the Plan or after
termination of the Plan.
ARTICLE X
Government and Other Regulations
1. The obligation of the Company to issue, transfer and deliver Common
Shares for Incentive Stock Options exercised under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approval
which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government
entities as set forth below or as the Committee in its sole discretion
shall deem necessary or advisable. Specifically, in connection with the
Securities Act of 1933, upon exercise of any Incentive Stock Option,
the Company shall not be required to issue Common Shares unless the
Committee has received evidence satisfactory to it to the effect that
the Optionee will not transfer such Shares except pursuant to a
registration statement in effect under such Act or unless an opinion of
counsel satisfactory to the Company has been received by the Company to
the effect that such registration is not required. Any determination in
this connection by the Committee shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act
of 1933. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Incentive Stock
Option or the issuance of Common Shares pursuant thereto to comply with
any law or regulation of any government authority.
ARTICLE XI
Miscellaneous Provisions
<PAGE>
1. No person shall have any claim or right to be granted an Incentive
Stock Option under the Plan, and the grant of an ISO under the Plan
shall not be construed as giving an Optionee the right to be retained
in the employ of the Company. Furthermore, the Company expressly
reserves the right at any time to dismiss an Optionee with or without
cause, free from any liability, or any claim under the Plan, except as
provided herein or in an option agreement.
2. Any expenses of administering this Plan shall be borne by the Company.
3. The payment received from Optionees from the exercise of Incentive
Stock Options under the Plan shall be used for the general corporate
purposes of the Company.
4. The place of administration of the Plan shall be in the State of
Nevada, and the validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and rights
relating to the Plan, shall be determined solely in accordance with the
laws of the State of Nevada.
5. Without amending the Plan, grants may be made to employees of the
Company who are foreign nationals or employed outside the United
States, or both, on such terms and conditions, consistent with the
Plan's purpose, different from those specified in the Plan as may, in
the judgment of the Committee, be necessary or desirable to create
equitable opportunities given differences in tax laws in other
countries.
6. In addition to such other rights of indemnification as they may have
as members of the Board or the Committee, the members of the Committee
shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or
any Incentive Stock Option granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid
by them in satisfaction of a judgment in any such action, suit or
proceeding, except judgment based upon a finding of bad faith; provided
that upon the institution of any such action, suit or proceeding a
Committee member shall, in writing, give the Company notice thereof and
an opportunity, at its own expense, to handle and defend the same
before such Committee member undertakes to handle and defend it on his
own behalf.
7. Incentive Stock Options may be granted under this Plan, from time to
time, in substitution for incentive stock options held by employees of
other corporations who are about to become employees of the Company as
the result of a merger or consolidation of the employing corporation
with the Company or the acquisition by the Company of the assets of the
employing corporation or the acquisition of the Company of stock of the
employing corporation as a result of which it becomes a subsidiary of
the Company. The terms and conditions of such substitute incentive
stock options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board of Directors of the
Company at the time of grant may deem appropriate to conform, in whole
or in part, to the provisions of the incentive stock options in
substitution for which they are granted, but no such variation shall be
such as to affect the status of any such substitute incentive stock
options as an incentive stock option under Section 422 of the Code.
8. Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the
facts presented on behalf of both the Company and the Optionee, that
the Optionee has
<PAGE>
been engaged in fraud, embezzlement, theft, commission of a felony or
proven dishonesty in the course of his employment by the Company or any
subsidiary corporation which damaged the Company or any subsidiary
corporation, or for disclosing trade secrets of the Company or any
subsidiary corporation, the Optionee shall forfeit all unexercised
Incentive Stock Options and all exercised ISO's under which the Company
has not yet delivered the certificates and which have been earlier
granted the Optionee by the Committee. The decision of the Committee as
to the cause of an Optionee's discharge and the damage done to the
Company shall be final. No decision of the Committee, however, shall
affect the finality of the discharge of such Optionee by the Company or
any subsidiary corporation in any manner.
ARTICLE XII
Board Approval and Effective Dates
Upon approval by the Board of Directors of the company, this Plan shall
become conditionally effective as of June 20, 1995. No stock option may be
granted after June 19, 2001; provided, however, that the Plan and all
outstanding Incentive Stock Options shall remain in effect until such ISO's have
expired or until such options are canceled. If the shareholders shall not
approve the Plan, the Plan shall not be effective, and any and all actions taken
prior thereto shall be null and void or shall, if necessary, be deemed to have
been fully rescinded.
ARTICLE XIII
Written Agreement
Each Incentive Stock Option granted hereunder shall be embodied in a
written Incentive Stock Option Agreement which shall be subject to the
terms and conditions prescribed above and shall be signed by the Optionee
and by the President or any Vice President of the Company, for and in the
name and on behalf of the Company. Such an Incentive Stock Option Agreement
shall contain such other provisions as the Committee, in its discretion shall
deem advisable.
EXHIBIT 4.4
<PAGE>
INCENTIVE STOCK OPTION AGREEMENT
AGREEMENT made this 20 day of June 1995, between
________________________________ (the "Optionee"), and VECTOR ENVIRONMENTAL
TECHNOLOGIES, INC., a Colorado Corporation (the "Company").
1. Grant of Option. The Company, pursuant to the provisions of the
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 Incentive Stock Option
Plan (the "1995 Plan"), set forth as Attachment A hereto, hereby grants
to the Optionee, subject to the terms and conditions set forth or
incorporated herein, an Option to Purchase from the Company all or any
part of an aggregate of __________ Common Shares, as such Common Shares
are now constituted, at the purchase price of $1.00 per share. The
provisions of the 1995 Plan governing the terms and conditions of the
Option granted hereby are incorporated in full herein by reference.
2. Exercise. The Option evidenced hereby shall be exercisable in whole
or in part (but only in multiples of 100 Shares unless such exercise is
as to the remaining balance of this Option) on or after June 20, 1995
and on or before five years from the Vesting Date, provided that the
cumulative number of Common Shares as to which this Option may be
exercised (except in the event of death, retirement, or permanent and
total disability, as provided in paragraph 9 of Article VI of the 1995
Plan) shall not exceed the following amounts:
Cumulative Prior to Date
percentage Vesting Date
of Shares
================================= ==========================
33% June 20, 1995
67% December 31, 1995
December 31, 1996
The Option evidenced hereby shall be exercisable by the
delivery to and receipt by the Company of (i) a written notice of
election to exercise, in the form set forth in Attachment B hereto,
specifying the number of Shares to be purchased; (ii) accompanied by
payment of the full purchase price thereof in cash or certified check
payable to the order of the Company, or by fully-paid and nonassessable
Common Shares of the Company properly endorsed over to the Company, or
by a combination thereof, and (iii) by return of this Incentive Stock
Option Agreement for endorsement of exercise by the Company on Schedule
I hereof. In the event fully-paid and nonassessable Common Shares are
submitted as whole or partial payment for Shares to be purchased
hereunder, such Common Shares will be valued at their Fair Market Value
(as defined in the 1995 Plan) on the date such Shares received by the
Company are applied to payment of the exercise price.
3. Transferability. The Option evidenced hereby is not assignable or
transferable by the Optionee other than by the Optionee's will or by the laws of
descent and distribution, as provided in paragraph 9 of Article VI of the 1995
Plan. The Option shall be exercisable only by the Optionee during his lifetime.
<PAGE>
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
By: ________________________________
Amyn S. Dahya, Chairman and CEO
ATTEST:
----------------------------
Vijay Fozdar, President
Optionee hereby acknowledges receipt of a copy of the 1995 Plan, attached hereto
and accepts this Option subject to each and every term and provision of such
Plan. Optionee hereby agrees to accept as binding, conclusive and final, all
decisions or interpretations of the Compensation Committee of the Board of
Directors administering the 1995 Plan on any questions arising under such Plan.
Optionee recognizes that if Optionee's employment with the Company or any
subsidiary thereof shall be terminated with or without cause, or by the
Optionee, prior to a date one year from the Date of Grant hereof, (except as
otherwise provided in paragraph 9 of Article VI of the 1995 Plan) all of
Optionee's rights hereunder shall thereupon terminate; and that pursuant to
paragraph 11B of Article VI of the 1995 Plan, this Option may not be exercised
while there is outstanding to Optionee any unexercised Incentive Stock Option,
granted to Optionee before the Date of Grant of this Option, to purchase Common
Shares of the Company or any parent or subsidiary thereof.
Dated: ________________________ ______________________________________
Optionee
--------------------------------------
Print Name
--------------------------------------
--------------------------------------
--------------------------------------
Social Security No.:
<PAGE>
ATTACHMENT B
(Suggested form of letter to be used for notification of election to exercise.
Please do not use this page, but follow this form in a separately typed letter.)
Date: __________________________
Treasurer
Vector Environmental Technologies, Inc.
1335 Greg Street #104
Sparks, NV 89431
Dear Sir:
In accordance with paragraph 2 of the Stock Option Agreement evidencing the
Option granted to me on ____________________________ under the Vector
Environmental Technologies, Inc. 1995 Incentive Stock Option Plan, I hereby
elect to exercise this Option to the extent of ____________________ Common
Shares.
Enclosed is (i) a certified check payable to the order of "Vector Environmental
Technologies, Inc." in the amount of $_______________________ as the purchase
price of for the Shares which I have elected to purchase and (ii) the original
Incentive Stock Option Agreement for endorsement by the Company as to exercise
on Schedule I thereof. I agree to notify the Company promptly of the amount of
taxable compensation realized by me by reason of such sale for Federal Income
tax purposes.
When the certificate for Common Shares which I have elected to purchase has been
issued, please deliver it to me, along with my endorsed Incentive Stock Option
Agreement in the event there remains an unexercised balance of Shares under the
Option, at the following address:
------------------------------------
------------------------------------
Address
Very truly yours,
-----------------------------------
Signature of Optionee
-----------------------------------
Print Name
EXHIBIT 4.5
<PAGE>
Vector Environmental Technologies, Inc.
1995 STOCK OPTION PLAN
1. PURPOSE
The purposes of this 1995 Stock Option Plan ("1995 PLAN") are to retain, reward,
and motivate officers and key employees, and to promote relationships with
certain suppliers and independent contractors (collectively referred to herein
as ("OPTIONEES") of VECTOR Environmental Technologies, Inc. ("VECTOR").
Additionally, to encourage stock ownership by OPTIONEES by providing a means to
acquire shares of the Common Stock or to increase their stock holdings and to
provide a greater community of interest between OPTIONEES and VECTOR'S
stockholders by permitting VECTOR to grant Stock Options ("OPTIONS") to eligible
OPTIONEES, as provided in Section 3 hereof.
Its intended that the OPTIONS granted under the plan shall not comply with the
regulations for "incentive stock options" provided for in Section 422 of the
Internal Revenue Code, and regulations thereunder, as the same may be
hereinafter amended from time to time (such laws and regulations are hereinafter
referred to as the "CODE").
2. ADMINISTRATION
Subject to Section 5(a) hereof, the 1995 PLAN shall be administered by the Board
of Directors ("BOARD") of VECTOR which is authorized, subject to the provisions
of the 1995 PLAN, to establish rules and regulations governing the 1995 PLAN, to
appoint such agents as it deems appropriate for the proper administration of the
1995 PLAN, and to delegate such authority to administer the 1995 PLAN to a
committee of the Board ("COMMITTEE"). Any questions of interpretation of the
1995 PLAN as determined by the COMMITTEE shall be final and binding upon all
persons.
3. PARTICIPANTS
The OPTIONEES eligible to receive OPTIONS under the 1995 PLAN shall be
determined from time to time at the sole discretion of the COMMITTEE.
4. SHARES RESERVED UNDER THE 1995 PLAN
Subject to the Provisions of Section 6 of the 1995 PLAN, the maximum number of
shares for which OPTIONS may be granted under this 1995 PLAN is 875,000 shares
of Common Stock, $.005 par value per share, of VECTOR. Shares issued pursuant to
the 1995 PLAN will be authorized and unissued shares.
<PAGE>
5. OPTIONS
Options may be granted from time to time from June 30, 1995 until June 29, 2000,
subject to the following provisions:
(a) Notwithstanding anything to the contrary, to the extent necessary to comply
with the requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (or any successor thereto),
the 1995 PLAN shall be administered by the Board, if each member is a
disinterested Director or, at the option of the Board, a committee of one or
more Disinterested Directors appointed by the Board (the group responsible for
administering the 1995 PLAN is referred hereafter as the "COMMITTEE"). Options
may be granted only by the unanimous agreement of the members of the COMMITTEE.
Stock Option Agreements ("Option Agreements"), in the form as approved by the
members of the COMMITTEE, and containing such terms and conditions not
inconsistent with the provisions of this 1995 PLAN as shall have been determined
by the COMMITTEE, may be executed on behalf of VECTOR by the President,
Treasurer, or Chief Executive Officer of Vector. The COMMITTEE shall have
complete authority to construe, interpret and administer the provisions of the
1995 PLAN and the provisions of the Option Agreements relating to the options
granted hereunder to prescribe, amend and rescind rules and regulations
pertaining to the 1995 PLAN and to make all other determinations necessary or
deemed advisable in the administration of the 1995 PLAN.
The determinations, interpretations and constructions made by the COMMITTEE
shall be final and conclusive. Members of the COMMITTEE shall be specified by
the Board, and shall consist solely of Disinterested Directors and as such not
be eligible to receive options to purchase Common Stock pursuant to the 1995
PLAN. For purposes of this Section 5(a), the term "Disinterested Director" shall
mean a director who is not, during the one year prior to service as an
administrator of the 1995 PLAN, granted or awarded an option pursuant to the
1995 PLAN or any other plan of VECTOR or any of its affiliates, except as may be
permitted by the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder.
(b) No OPTION may be exercised after June 30, 2005. All unexercised OPTIONS
expire after said date.
(c) The option price per share of a OPTION granted under the 1995 PLAN shall be
determined by the COMMITTEE at the time of grant.
(d) No OPTION under this 1995 PLAN may be transferable by the Optionee other
than by the Optionee's will or by the laws of descent and distribution, and no
Option can be exercised during the lifetime of the Optionee except by the
Optionee, his guardian or attorney-in-fact.
(e) OPTIONS, shall expire as specifically provided for under the terms of the
Option Agreement.
(f) The board, or its delegate, may at any time, at its discretion and in such
manner as it deems appropriate, agree to waive or modify any of the terms of any
outstanding OPTIONS, provided that any such modification shall be subject to the
consent of the Optionee and that any such waiver or modification shall be in
accordance with the terms of the 1995 PLAN.
<PAGE>
(g) All shares purchased under OPTIONS shall be paid in full, including any
related taxes or tax withholdings, at the time of purchase. Shares acquired by
exercise of OPTIONS shall be paid in cash or the equivalent thereof. The
exercise of options may be subject to Federal and State income tax and income
tax withholding by VECTOR. The OPTIONS granted under the Plan, may be subject to
vesting provisions as described in the Option Agreement. Vested OPTIONS may be
exercised in whole or in part. If exercised in part, OPTIONS must be exercised
in minimum increments of 1,000 shares.
6. ADJUSTMENT PROVISIONS
(a) If VECTOR shall at any time change the number of issued shares of Common
Stock without new consideration to VECTOR (such as stock dividends, stock
splits, or stock exchange but excluding stock grants), the total number of
shares reserved for issuance under this 1995 PLAN and the number of shares
covered by each outstanding OPTION shall be adjusted so that the aggregate
consideration payable to VECTOR and the value of each OPTION shall not be
changed.
(b) If a dissolution or liquidation of VECTOR shall occur, the Board, or its
delegate at its discretion, may accelerate the vesting and/or expiration of all
or any portion of the OPTIONS granted under this plan. VECTOR shall give notice
of the proposed dissolution of VECTOR and shall notify the Optionee of their
right to exercise such options (including any OPTIONS which have been
accelerated by the Board) within a period not to exceed sixty days of the
mailing of the notice, provided that such sixty day exercise period shall not
extend the exercise date of any OPTION beyond June 29, 2001. Any OPTIONS which
are not exercised within the notice period shall terminate upon the dissolution
or liquidation of VECTOR.
(c) If the outstanding shares of VECTOR shall be exchanged for other shares of
VECTOR, or of another corporation by reason of merger, consolidation or other
recapitalization, or in the event of any other material change in the capital
stock of VECTOR by reason of any reclassification, reorganization,
recapitalization or otherwise, there shall be a proportionate and equitable
adjustment of the terms of the OPTION with respect to the amount and class of
shares remaining subject to the OPTION and the purchase price to be paid
thereof, as follows: if the outstanding shares of VECTOR shall be exchanged for
other stock of VECTOR or of another corporation, the Optionee shall be entitled
to purchase, pursuant to his OPTION, such number of shares of the VECTOR or of
such other corporation as were exchangeable for the number of shares of VECTOR
which the Optionee would have been entitled to purchase, except for such action,
and the cash consideration payable per share shall be proportionately and
equitably adjusted at the discretion of the Board.
(d) If, as a result of any of the events specified herein, the Board, or its
delegate, shall be of the opinion that the other provisions of this Section 6
will not effect an equitable and proportionate adjustment of the terms of the
OPTION with respect to the amount and class of shares remaining subject thereto
and the purchase price to be paid, there shall be made such other or further
adjustments in the terms of the OPTION as shall be necessary in the opinion of
the Board to effect an equitable and proportionate adjustment of the terms of
the OPTION or OPTIONS.
7. PURCHASE FOR INVESTMENT / REGISTRATION RIGHTS
<PAGE>
Each OPTIONEE receiving shares upon exercise of an OPTION may be required by
VECTOR to furnish a representation that the shares are being acquired for
investment and not with a view to disposition if VECTOR, in its sole discretion,
determines that such representation is required to insure that the resale or
other disposition of the shares would not involve a violation of the Securities
Act of 1933, as amended, or of any other applicable laws. VECTOR reserves the
right to place a legend on the certificates for shares delivered pursuant to the
plan and to issue stop transfers or similar instructions to the transfer agent
which VECTOR, in its sole discretion, deems necessary and proper to assure
compliance with (a) any such representations, or (b) any federal or state law.
8. COMPLIANCE WITH SECURITIES LAWS
No certificate for shares shall be delivered upon the exercising of an OPTION
until VECTOR has taken action which is required to comply with the provisions of
the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of
1934 as amended, any other applicable laws and with the requirements of any
exchange on which the Common Stock may, at the time be listed.
9. MODIFICATIONS, AND TERMINATION OF THE 1995 PLAN
The Board reserves the right to terminate, amend or modify the 1995 PLAN at any
time. The approval of the stockholders will not be required for the actions of
the Board, which in its sole discretion, are necessary for the fair and
equitable administration of the Plan.
10. EFFECTIVE DATE OF THE 1995 PLAN
The 1995 PLAN shall become effective on June 30, 1995. Subject to stockholder
approval, which is required for the implementation of the 1995 PLAN.
11. GOVERNING LAW
All questions arising with respect to the provisions of the 1995 PLAN shall be
determined by application of the laws of the state of Nevada, except to the
extent that Nevada law is preempted by federal statute.
EXHIBIT 4.6
<PAGE>
1995 STOCK OPTION AGREEMENT
AGREEMENT made this _______ day of _____________________________, 1995, between
______________________________________________ (the " OPTIONEE "), and VECTOR
ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware Corporation, ("COMPANY").
1. Grant of Option. The COMPANY, pursuant to the provisions of the 1995
Stock Option Plan ("1995 PLAN"), set forth as Attachment A hereto,
hereby grants to the Optionee, subject to the terms and conditions set
forth or incorporated herein, an Option to Purchase from the COMPANY
all or any part of an aggregate of __________ Common Shares, as such
Common Shares are now constituted, at the purchase price of $_____
(____________) per share. The provisions of the 1995 PLAN governing the
terms and conditions of the Option granted hereby are incorporated in
full herein by reference.
2. Exercise. The Option evidenced hereby shall be exercisable in whole
or in part (but only in multiples of 1,000 Shares unless such exercise
is as to the remaining balance of this Option) on or after June 30,
1995 and on or before June 29, 2001 (Expiration Date), provided that
the cumulative number of Common Shares as to which this Option may be
exercised shall not exceed the following amounts:
Cumulative Number Prior to Date
of Shares (Not Inclusive Of)
================================= ==========================
The Option evidenced hereby shall be exercisable by the
delivery to and receipt by the COMPANY of (i) a written notice of
election to exercise, in the form set forth in Attachment B hereto,
specifying the number of Shares to be purchased; (ii) accompanied by
payment of the full purchase price thereof in cash or certified check
payable to the order of Vector Environmental Technologies, Inc. and
(iii) by return of this Stock Option Agreement for endorsement of
exercise by the COMPANY on Schedule I hereof.
3. Transferability. The Option evidenced hereby is not
assignable or transferable by the Optionee other than by the Optionee's
will or by the laws of descent and distribution, as provided in
Paragraph 5d of the 1995
PLAN.
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
<PAGE>
By: ________________________________
President
ATTEST:
----------------------------
Secretary
Optionee hereby acknowledges receipt of a copy of the 1995 PLAN, attached hereto
and accepts this Option subject to each and every term and provision of such
Plan. Optionee hereby agrees to accept as binding, conclusive and final, all
decisions or interpretations of the Compensation Committee of the Board of
Directors administering the 1995 PLAN on any questions arising under such 1995
PLAN. Optionee recognizes that if Optionee's employment with the COMPANY or any
subsidiary thereof shall be terminated with or without cause, or by the
Optionee, all of Optionee's rights hereunder shall thereupon terminate with
respect to all unvested Options.
Dated: ________________________ ______________________________________
Optionee
--------------------------------------
Print Name
--------------------------------------
--------------------------------------
--------------------------------------
Social Security No.:
<PAGE>
ATTACHMENT B
(Suggested form of letter to be used for notification of election to exercise.
Please do not use this page, but follow this form in a separately typed letter.)
Date: __________________________
Treasurer
Vector Environmental Technologies, Inc.
1335 Greg Street #104
Sparks, NV 89431
Dear Sir:
In accordance with paragraph 2 of the Stock Option Agreement evidencing the
Option granted to me on ____________________________ under the Vector
Environmental Technologies, Inc. 1995 Stock Option Plan, I hereby elect to
exercise this Option to the extent of ____________________ Common Shares.
Enclosed is a certified check payable to the order of "Vector Environmental
Technologies, Inc." in the amount of $_______________________ as the purchase
price of $________________ for the Shares which I have elected to purchase and
(ii) the original 1995 Stock Option Agreement for endorsement by the COMPANY as
to exercise on Schedule I thereof.
When the certificate for Common Shares which I have elected to purchase has been
issued, please deliver it to me, along with my endorsed 1995 Stock Option
Agreement in the event there remains an unexercised balance of Shares under the
Option, at the following address:
------------------------------------
------------------------------------
Address
Very truly yours,
-----------------------------------
Signature of Optionee
-----------------------------------
Print Name
EXHIBIT 4.7
<PAGE>
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), entered into and effective on
October 1, 1993, by and between VECTOR ENVIRONMENTAL TECHNOLOGIES, INC., a
Delaware corporation, with principal business offices at 1335 Greg Street, Suite
104, Sparks, Nevada 89431, ('VECTOR'), and AMYN DAHYA, residing at 4380 Juniper
Trail, Reno, Nevada 89509 ("EMPLOYEE").
In consideration of the mutual covenants, conditions, and provisions herein
contained, the parties hereby agree as follows:
Definition of Terms
Confidential Information and/or Trade Secrets. "Confidential
Information and/or Trade Secrets" means all information, data,
processes, methods, practices, techniques, plans, computer
programs and related documentation, customer lists, price
lists, supplier lists, marketing plans and all other
compilations of information which relate, directly or
indirectly, to the marketing and sales programs of VECTOR.
1. Terms of Employment
1.1 Employment and Capacity. VECTOR agrees to employ EMPLOYEE and
EMPLOYEE agrees to accept employment with VECTOR in the capacity of
President and Chief Executive Officer, upon the terms and conditions
hereinafter set forth.
1.2 Duties. Employee shall, during the term of employment hereunder,
devote his best professional skills and efforts to the business and
affairs of VECTOR, promote the affairs of VECTOR and develop its
business. EMPLOYEE agrees to perform faithfully, industriously and to
the best of his ability, experience and skills all of the services
and/or duties as may, from time to time, be assigned to EMPLOYEE by
VECTOR, its Board of Directors, or other duly authorized superiors.
VECTOR may, as its discretion, provide EMPLOYEE with a detailed job
description. The services and/or duties shall be performed at VECTOR's
offices in Sparks, Nevada and/or at such other place(s) as the needs,
business or opportunities of VECTOR may require from time to time.
1.3 Compensation. As compensation for the services and/or duties
performed by EMPLOYEE under this Agreement, VECTOR shall pay EMPLOYEE
an annual salary of $150,000.00, payable in monthly installments on the
last day of each month. Upon termination of this Agreement, payments
hereunder shall cease on the date of termination; however, EMPLOYEE
shall be entitled to payment for services and/or duties performed prior
to the date of termination. Said salary shall be reviewed and increased
annually at the discretion of the Board of Directors; however, in no
event shall annual increases be less than 10% of the prior year's
salary.
1.4 Term. This Agreement shall commence on the date hereof and shall
terminate as of the earlier of: (a) ten (10) years from the date
hereof; (b) death of employee; (c) one hundred and eighty (180) days
after written notice of termination is given by VECTOR to EMPLOYEE,
subject to the provisions of Paragraph 1.7 hereof; or (d) thirty (30)
days after written notice of termination is given by EMPLOYEE to
VECTOR.
1.5 Additional Compensation. In addition to the compensation set forth in
Paragraph 1.3 above, EMPLOYEE shall be eligible to participate in cash bonuses,
stock options or other forms of compensation as may, from time to time, be
granted at the discretion of the Board of Directors. The Board of Directors
shall not be required to pay any additional compensation to EMPLOYEE, and
EMPLOYEE has no right to such compensation unless granted by the Board of
Directors. Among
<PAGE>
the many factors which may be considered by the Board of Directors in
granting such compensation are exceptional personal contributions by
the EMPLOYEE and overall performance of VECTOR.
VECTOR may also grant EMPLOYEE stock options to purchase shares of
VECTOR's stock on terms and conditions which may be established from
time to time by the Board of Directors. There is no requirement for the
Board of Directors to grant stock options to EMPLOYEE. The granting of
such options shall be in the sole discretion of the Board of Directors
and EMPLOYEE has no right to be granted such options.
As additional compensation hereunder, EMPLOYEE is hereby granted
options to purchase shares of VECTOR's Common Stock, pursuant to the
following schedule:
No. of Shares Time of Vesting
250,000 Immediately upon execution of this Agreement
250,000 When gross sales of VECTOR reach $2,500,000
250,000 When gross sales of VECTOR reach $5,000,000
250,000 When gross sales of VECTOR reach $7,500,000
The gross sales used as benchmarks for vesting of options may be
attained by VECTOR at any time during the term of this Agreement and
there shall be no time limit within which such gross sales must be
attained.
EMPLOYEE shall have five (5) years from the date of vesting of any
option within which to exercise such option. The exercise price for all
options shall be $1.00 per share. EMPLOYEE may exercise an option only
by giving VECTOR written notice of intent to exercise, accompanied by
payment for all options exercised. Options must be exercised, if at
all, within 5 years from the date of vesting and VECTOR must receive
written notification of exercise, together with payment, within said
5-year period.
EMPLOYEE shall have the right to demand registration of any shares
acquired through the exercise of the foregoing options one time each
year until all shares exercised have been registered with the
Securities Exchange Commission, pursuant to all applicable laws, rules
and regulations. Said registration shall be at the sole expense of
VECTOR and VECTOR shall commence registration within thirty (30) days
after receipt of written demand from EMPLOYEE.
1.6 Benefits. EMPLOYEE shall be eligible to participate fully in all
benefits which may, at the discretion of the Board of Directors, be
offered generally to the employees of VECTOR, including, but not
limited to, sick leave, personal leave, medical insurance, life
insurance, savings programs and retirement programs. VECTOR has no
obligation to establish or offer such benefits, and EMPLOYEE has no
right to any such benefits unless offered by VECTOR.
EMPLOYEE shall be entitled to an annual vacation of six (6) weeks, with
full salary. The timing of such vacation shall be coordinated with and
must be approved in advance in writing by VECTOR. Vacation time shall
not interfere with the business operations of VECTOR. Additional time
may, at the discretion of VECTOR, be granted, with full salary and
expenses, for attendance at meetings, conferences, seminars, etc.,
relating to EMPLOYEE's performance of VECTOR business and maintenance
of professional credentials, as approved in writing by VECTOR.
EMPLOYEE shall be entitled to reimbursement of all expenses incurred by
him in the performance of his services and/or duties, subject to
presentation of appropriate vouchers or receipts in accordance with
policies established by VECTOR.
<PAGE>
1.7 Termination. EMPLOYEE and VECTOR expressly acknowledge that
EMPLOYEE is not an "at will" employee under the laws of the State of
Nevada, and VECTOR shall have no right to terminate this Agreement at
any time unless EMPLOYEE has engaged in criminal conduct, has been
prosecuted for such conduct and any and all appeals and other legal
proceedings have been fully concluded with respect to such conduct.
Upon termination of EMPLOYEE, EMPLOYEE shall maintain his rights to
receive maximum compensation and all other benefits to which he was
entitled at any time during the term of this Agreement for a term of
two (2) years from date of termination (as determined pursuant to
Paragraph 1.4 (c) hereof), or until termination of this Agreement by
expiration of its term (as provided in Paragraph 1.4(a) hereof),
whichever first occurs.
2. Trade Secrets and Confidential Information.
2.1 Acknowledgment by EMPLOYEE. EMPLOYEE acknowledges that during the
term of employment with VECTOR, EMPLOYEE may be given access to or
become acquainted with the Confidential Information and/or Trade
Secrets of VECTOR. EMPLOYEE expressly recognizes and acknowledges that
VECTOR's Confidential Information and/or Trade Secrets, as they may
exist from time to time, are valuable, special and unique proprietary
assets of VECTOR's business and operations, access to and knowledge of
which are essential to the performance of EMPLOYEE's services and/or
duties hereunder.
2.2 No Use or Disclosure. EMPLOYEE agrees not to use or disclose,
directly or indirectly, and Confidential Information and/or Trade
Secrets of VECTOR at any time or in any manner, to any person or
business entity of whatsoever nature, except as required and expressly
authorized in the course of employment with VECTOR. The obligations of
this Paragraph are continuing and shall survive the termination of
EMPLOYEE's employment with VECTOR for two (2) years, but only in the
event that EMPLOYEE terminate this Agreement, as provided in Paragraph
1.4(d) hereof. The obligations of this Paragraph shall not survive the
termination of this Agreement by VECTOR.
2.3 Restriction on Documents and Equipment. All documents and equipment
relating to Confidential Information and/or Trade Secrets of VECTOR,
whether prepared or produced by EMPLOYEE or otherwise, coming into
EMPLOYEE's possession, are the exclusive property of VECTOR, and must
not be removed from the premises of VECTOR, except as required and
authorized in the course of employment with VECTOR. All such documents
and equipment must be kept safe from unauthorized access and returned
to VECTOR immediately upon termination of employment with VECTOR.
2.4 No Disclosure or Use from Others. EMPLOYEE agrees not to disclose
to VECTOR any confidential information or trade secrets obtained from
other entities, and not to bring confidential information and/or trade
secrets of other entities onto VECTOR'S premises.
2.5 Consideration for Covenants. EMPLOYEE expressly acknowledges and
agrees that his employment hereunder, on the terms and conditions
hereof, serve as full consideration for EMPLOYEE's covenants in this
Paragraph 2.
2.6 Enforceability of Covenants. It is the desire and intent of the
parties hereto that the provisions of this Paragraph 2 shall be
enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular portion of this Paragraph 2 shall be
finally and fully adjudicated to be invalid or unenforceable, this
Paragraph 2 shall be deemed amended to delete therefrom the portion
thus adjudicated to be invalid or unenforceable, such deletion to
<PAGE>
apply only with respect to the operation of this Paragraph 2 in the
particular jurisdiction in which such adjudication is made.
3. Restrictions on EMPLOYEE
3.1 Non-competition. While employed by VECTOR and for two (2) years
afterward, EMPLOYEE
---------------
agrees not to interfere with, disrupt or attempt to disrupt the
relationship, contractual or otherwise, between VECTOR and any
customer, client, supplier, consultant or employee of VECTOR. However,
the provision of this Paragraph shall apply only in the event that
EMPLOYEE terminates this agreement, as provided in Paragraph 1.4(d)
hereof. The obligations of this Paragraph shall not survive the
termination of this Agreement by VECTOR.
3.2 Consideration for Covenants. EMPLOYEE expressly acknowledges and
agrees that his employment hereunder, on the terms and conditions
hereof, serve as full consideration for EMPLOYEE's covenants in this
Paragraph 3.
3.3 Enforceability of Covenants. It is the desire and
intent of the parties hereto that the provisions of this Paragraph 3
shall be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular portion of this Paragraph 3
shall be finally and fully adjudicated to be invalid or unenforceable,
this Paragraph 3 shall be deemed amended to delete therefrom. The
portion thus adjudicated to be invalid or unenforceable, such deletion
to apply only with respect to the operation of this Paragraph 3 in the
particular jurisdiction in which such adjudication is made
3.4 Acknowledgment of Competitive Employment. VECTOR and EMPLOYEE
acknowledge that the Diamond Rain technology employed by VECTOR in its business
was developed by EMPLOYEE specifically for use by VECTOR. EMPLOYEE transferred
the rights to the Diamond Rain technology to VECTOR in consideration for shares
and royalty payments to be paid by VECTOR to EMPLOYEE. However, VECTOR and
EMPLOYEE expressly agree and acknowledge that, notwithstanding any restrictions
herein to the contrary, EMPLOYEE shall have the right to continue to develop
water-related technology while employed by VECTOR and VECTOR shall have no
right, title or interest of whatsoever nature in any other technologies
developed by EMPLOYEE. Moreover, EMPLOYEE shall have the right to develop such
technology at any time during the term of this Agreement and such activity shall
not be deemed a usurpation of corporate opportunity or a breach of fiduciary
duty to VECTOR.
EMPLOYEE and VECTOR expressly acknowledge that
EMPLOYEE is currently engaged in the research and development of other
water-related technologies which may compliment, enhance and/or compete
with the Diamond Rain technology employed by VECTOR in its business and
VECTOR shall have no right, title or interest in or to any such
technologies.
4. Insurance.
EMPLOYEE agrees that VECTOR may, from time to time, apply for and take
out, in VECTOR's own name and at VECTOR's own expense, life, health,
accident or other insurance upon the EMPLOYEE in any sum or sums
<PAGE>
that VECTOR may deem to be necessary or appropriate to protect its
interests. EMPLOYEE also agrees to aid VECTOR in procuring any and all
such insurance by submitting to the usual and customary medical
examinations and by filling out, executing and delivering such
applications and other instruments, in writing, as may be reasonably
required by any insurance company or companies to which any application
or applications for insurance may be made by or for VECTOR. EMPLOYEE
further agrees that neither EMPLOYEE nor his heirs or legal successors
shall have any right, title or interest in or to any such insurance
policies or related benefits.
5. Effective Date.
Regardless of when executed, the parties expressly acknowledge and agree
this Agreement is deemed to be effective on the date set forth in the
first Paragraph of this Agreement.
6. Acknowledgment of Understanding.
EMPLOYEE acknowledges that EMPLOYEE has read and
understands this Agreement; has had an opportunity to discuss it with
an attorney; and has received a fully executed copy of it.
7. Acceleration of Rights and Benefits.
In the event the management or control of VECTOR
changes at any time during the term of this Agreement without the prior
written consent of EMPLOYEE, all rights and benefits due and payable to
EMPLOYEE under the terms of this Agreement shall immediately, upon
written demand by EMPLOYEE become vested and due and payable within
five (3) days after written demand is given by EMPLOYEE.
8. General Provisions.
8.1 Successors and Assigns. This Agreement is intended
to benefit and is binding on (i) the successors and assigns of
VECTOR and (ii) the heirs and legal successors of EMPLOYEE.
8.2 Governing Law and Forum. This Agreement shall be construed
in accordance with and governed by the laws of the State of
Nevada. EMPLOYEE agrees that suit may be brought for breach of
this Agreement only in the state court of the State of Nevada,
and VECTOR shall be entitled to injunctive relief to prevent
irreparable harm to VECTOR which may result from breach of this
Agreement. Venue shall be exclusively in Washoe County, Nevada.
8.3 Separate Enforcement of Provisions. If for any reason
a part of this Agreement is unenforceable, the remainder of the
Agreement shall be enforced to the extent possible
<PAGE>
8.4 Entire Document. This Agreement constitutes the sole and entire
agreement among the parties with respect to the subject matter hereof
and replaces and supersede any and all prior understandings and
Agreements between the parties, either oral or written, express or
implied. This Agreement may be modified only by a writing signed by the
parties.
8.5 Notices. Any and all notices required or permitted hereunder shall be
sent by U.S. Mail, postage prepaid, certified, return receipt requested, to the
parties at the addresses set forth in the first Paragraph of this Agreement.
Notices shall be deemed given on the date postmarked by the U.S. Postal Service.
8.6 Assignment. VECTOR may assign this Agreement in connection with a
merger or consolidation involving VECTOR or a sale of substantially all of its
assets to the surviving corporation or purchaser, as the case may be, so long as
such assignee assumes VECTOR's obligations hereunder. EMPLOYEE may not assign
this Agreement under any circumstances.
8.7 Waiver of Breach. A waiver by VECTOR or EMPLOYEE of a breach of
any provision of this Agreement by the other party shall not operate or
be construed as a waiver of any subsequent breach by the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth below.
By: _______________________________ _____________
AMYN S. DAHYA, Employee Date
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation
DENNIS E. WELLING, Controller Date
EXHIBIT 5.1
<PAGE>
May 13, 1996
Vector Environmental Technologies, Inc.
1335 Greg Street
Unit #104
Sparks, Nevada 89431
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Vector Environmental Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about May 13, 1996, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 2,575,000
shares (the "Shares") of the $.005 par value common stock (the "Common Stock")
of the Company that have been or may be issued by the Company under the
following employee benefit plans included in the Registration Statement (the
"Plans"): (1) Vector Environmental Technologies, Inc. 1995 Stock Option Plan and
(2) Vector Environmental Technologies, Inc. 1995 Incentive Stock Option Plan and
(3) Employment Contract for Amyn S. Dahya.
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
articles of incorporation and the bylaws of the Company, as amended; (2) minutes
and records of the corporate proceedings of the Company with respect to the
establishment of the Plans, the issuance of shares of Common Stock pursuant to
the Plans and related matters; (3) the Registration Statement and exhibits
thereto, including the Plans; and (4) such other documents and instruments as we
have deemed necessary for the expression of opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the articles of incorporation, the bylaws,
minutes, records, resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon
<PAGE>
Vector Environmental Technologies, Inc.
Page 2
May 13, 1996
documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy.
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Company presently has available at least 2,575,000 shares of authorized but
unissued shares of Common Stock and/or treasury shares of Common Stock from
which the 2,575,000 shares of Common Stock proposed to be offered under the
Plans or to be sold pursuant to the exercise of options (the "Options") granted
or to be granted under the Plans may be issued. Assuming that (i) the
outstanding Options were duly granted, and the Options to be granted in the
future are duly granted in accordance with the terms of the Plans and the shares
of Common Stock to be issued in the future are duly issued in accordance with
the terms of the Plans, (ii) the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common Stock available
for issuance to those persons who exercise Options granted under the Plans, and
(iii) the consideration for shares of Common Stock issued pursuant to the Plans
and pursuant to such Options, as the case may be, is actually received by the
Company as provided in the Plans and exceeds the par value of such shares, then
the shares of Common Stock issued in accordance with the terms of the Plans and
issued pursuant to the exercise of the Options granted under and in accordance
with the terms of the Plans will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
John M. Stephenson, Esq.
JMS/KLD/jsc
<PAGE>
Vector Environmental Technologies, Inc.
Page 2
May 13, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vector Environmental Technologies, Inc. on Form S-8 of our report dated
December 22, 1995, appearing in the Annual Report on Form 10-KSB of Vector
Environmental Technologies, Inc. for the year ended September 30, 1995.
DELOITTE & TOUCHE LLP
Reno, Nevada
May 6, 1996
