EXHIBIT 4.2
STOCK OPTION
AGREEMENT
Parties
: Micro Component Technology, Inc.
(the “Company”); LMWH Management Partners LLC
(“Optionee”).
Date
: May 8, 2008
(the “Date of Grant”).
Agreement
1.
Grant of Option . The Company irrevocably grants to
Optionee the right and option to purchase all or any part of the
aggregate of 3,000,000 shares of the Company’s Common Stock
at a price of $0.11 per share upon the terms and conditions set
forth herein. This Option is non-qualified for tax
purposes.
2.
Option Period . The Option shall continue for a period of
five years from the Date of Grant or, if earlier, one year from the
date of termination of the Consulting Agreement between the Company
and Optionee (the “Consulting Agreement”).
3.
Exercise of Option . The Option shall vest and become
exercisable in increments, upon satisfaction of the following
milestones, as follows:
|
Milestone
|
|
Shares Vested
|
|
|
|
|
|
Execution by the Company of financial
restructuring agreement with Laurus
|
|
1,500,000 Shares
|
|
|
|
|
|
Execution by the Company of first strategic
agreement (e.g, joint venture, license, joint marketing or joint
development) generating possibility of near term revenues in excess
of $3M
|
|
500,000 Shares
|
|
|
|
|
|
Execution by the Company of second strategic
agreement (e.g, joint venture, license, joint marketing or joint
development) generating possibility of near term revenues in excess
of $3M
|
|
500,000 Shares
|
|
|
|
|
|
Execution by the Company of third strategic
agreement (e.g, joint venture, license, joint marketing or joint
development) generating possibility of near term revenues in excess
of $3M
|
|
500,000 Shares
|
Prior to the execution of the
strategic agreement milestones, the Chairman of the Board and the
Optionee will provide the Board a detailed description of the
potential strategic agreements the Optionee plans to undertake to
ensure the satisfaction of the Board that such strategic agreements
will satisfy the requirements of the milestones.
The Option
