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Exhibit
10.45
SUNFUELS,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS OPTION AGREEMENT is made
as of the 1st day of October, 2006, between SunFuels, Inc., a
Colorado corporation (the “Company”), and Hugh Hanna,
an advisor of the Company (the “Optionee”).
The Company desires, by
affording the Optionee an opportunity to purchase shares of its
Common Stock, no par value (the “Stock”), as
hereinafter provided, to carry out the purposes of the SunFuels,
Inc., 2005 Stock Option Plan (the “Plan”).
THEREFORE, the parties hereby
agree as follows:
1. Grant of Option .
The Company hereby grants to the Optionee the right and option
(hereinafter called the “Option”) to purchase from the
Company all or any part of an aggregate amount of 2,000 shares of
the Stock of the Company (the “Shares”) on the terms
and conditions herein set forth.
2. Purchase Price .
The purchase price of the Shares shall be $7.25 per
share.
3. Term of Option .
The term of the Option shall expire on October 1, 2016,
subject to earlier termination as hereinafter provided.
4. Exercise of Option
. As of the date of this agreement, the Option may be exercised as
to 100% or 2,000 Shares.
5. Acceleration . Upon
the approval, by the Board or shareholders of the Company, as the
case may be, of a Change of Control (as defined in the Plan), 100%
of the Optionee’s outstanding but unvested options shall
automatically become immediately exercisable in full, without
action required on the part of the Board. Subject to any required
action by the shareholders of the Company, in any merger,
consolidation, reorganization, exchange of shares, liquidation or
dissolution, the option (upon exercise) shall pertain to the
securities and other property, if any, that a holder of the number
of shares of stock covered by the option would have been entitled
to receive in connection with such event.
6. Non-Transferability
. The Option shall not be transferable otherwise than by will or
the laws of descent and distribution, or according to
Section 5(f)(ii) of the Plan. The Option may be exercised,
during the lifetime of the Optionee, only by the
Optionee.
7. Death, Disability or
Retirement of Optionee of Optionee . If the Optionee’s
position with the Company shall terminate by reason of death,
Disability or retirement the Option may be exercised, to the extent
that the Optionee shall have been entitled to do so at the date of
his or her death, Disability or retirement, by the Optionee, his or
her legal representative, or by the person to whom the Option is
transferred by will or the applicable laws of descent
and
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| SunFuels,
Inc. Stock Option Agreement |
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11/1/06 |
distribution, but may not be exercised
after one (1) year from the date of the Optionee’s
death, or the expiration of the term of the Option, whichever is
shorter.
8. Termination of
Service . In the event the Optionee’s position with the
Company shall termination for any reason other than death, this
Option shall be exercisable, to the extent that the Optionee shall
have been entitled to exercise the Option but may not be exercised
after three (3) months from the date of the Optionee’s
termination of his or her service. In no event shall any Option be
exercisable after the expiration of the term specified in
Section 3 hereof. N
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