Exhibit 10.30
STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT is entered into as of April 9, 2001, by and
between TSET, Inc., a Nevada corporation ("TSET"), and Erik W. Black
("Black").
WITNESSETH:
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WHEREAS, TSET desires to grant to Black an option to acquire up to 50,000
restricted shares of TSET's common stock, par value $0.001 per share (the
"Option Shares"), in consideration of valuable contributions made by Black to
TSET and its wholly-owned subsidiaries; and
WHEREAS, Black desires to accept such option.
NOW, THEREFORE, for and in consideration of the premises and mutual
promises, covenants, and agreements set forth herein and for other good and
valuable consideration, the delivery, receipt, and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. GRANT OF OPTION. TSET hereby grants to Black an option (the "Option")
to acquire the Option Shares at an exercise price of $0.885 per share
(the "Exercise Price"). The Option shall immediately and fully vest
in Black's favor for all purposes upon execution and delivery of this
Agreement by the parties. The Option is personal to Black and may be
exercised only by Black during his lifetime. The Option shall
continue in full force and effect for a period of 5 years from the
date hereof (the "Term"), at which time the Option shall expire and
terminate unless previously exercised by Black. The Option shall not
be subject to forfeiture or termination, except for Black's failure
to exercise the Option during the Term.
2. EXERCISE OF OPTION. The Option may be exercised by Black, in whole or
in part, at any time during the Term upon receipt by TSET of written
notice from Black (the "Exercise Notice"). The Exercise Notice shall
specify the number of Option Shares Black desires to acquire pursuant
thereto and provide any necessary or appropriate instructions to TSET
and its transfer agent regarding the denomination of certificates
representing the Option Shares and the name in which the Option
Shares should be registered. The exercise of the Option shall be on a
"cashless" basis and Black shall not be required to remit to TSET any
payment therefor.
3. RESERVATION OF THE OPTION SHARES. The ensure fulfillment of its
obligations hereunder should Black elect to exercise the Option, TSET
shall reserve from its authorized but unissued capital that number of
shares of its common stock equal to the Option Shares.
4. RESTRICTIONS ON TRANSFER. Black acknowledges that the Option Shares
are subject to certain restrictions upon transfer, and cannot be
sold, assigned, transferred, or conveyed (in any case, a "transfer")
except in compliance with such restrictions and applicable provisions
of federal and state securities laws. Certificates representing the
Option Shares shall bear appropriate restrictive legends and notices.
In the event Black desires to transfer any Option Shares prior to the
expiration of such restrictions, TSET shall be entitled to receive
from Black written undertakings, certifications, or opinions of legal
counsel evidencing compliance with such restrictions.
5. TAX MATTERS. Black acknowledges that treatment of the Option, the
Option Shares, and events or transactions with respect thereto, for
federal and state income and other tax purposes, is dependent upon
various factors and events which are not determined by this
Agreement. TSET makes no representations to Black with respect to,
and hereby disclaims any and all responsibility as to such tax
treatment. Black shall be solely and fully responsible for the
payment of, and shall pay, any and all federal, state, and other
taxes (including any and all withholding taxes) levied with respect
to the grant of the Option, the purchase of the Option Shares, and
any subsequent transfer thereof. In the event the exercise of the
Option or the disposition of the Option Shares following exercise of
the Option results in Black's realization of income which for
federal, state, local, or other income tax purposes is, in TSET's
opinion, subject to withholding of tax, then at the election of TSET
and prior to the delivery to Black of certificates representing the
Option Shares acquired by him pursuant to an Exercise Notice, (a)
Black shall pay to TSET an amount equal to such withholding tax or
(b) TSET may withhold such amount from any compensation or other
payments owed by TSET to Black.
6. NONQUALIFIED STATUS. The Option is not intended to be an "incentive
stock option" as defined in the Internal Revenue Code of 1986, as
amended, and shall not be treated as such whether or not, by the
terms hereof, it meets the requirements of any applicable provisions
thereof.
7. NOTICES. All notices or other communications given or made hereunder
shall be in writing and may be delivered personally, by express,
registered, or certified mail (return receipt requested), by special
courier, or by facsimile transmission (to be followed by delivery of
a written original notice in the most expeditious manner possible, as
aforesaid), all postage, fees, and charges prepaid, to TSET and
Black, as the case may be, to the following address (which may be
changed by the parties from time to time upon written notice given as
aforesaid):
To TSET: 333 South State Street, PMB 111
Lake Oswego, OR 97034
Attn: Richard A. Papworth
Chief Financial Officer
Tel: 503.968.1547
Fax: 503.968.0867
To Black: 4150 Mt. Herbert Avenue
San Diego, CA 92117
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Tel: 858.354.8456
Fax: 858.467.0384
Notices hereunder shall be deemed given when delivered in person,
upon confirmation of successful transmission when sent by facsimile,
or 5 days after being mailed by express, registered, or certified
mail (return receipt requested), postage and fees prepaid.
8. INTEGRATION, AMENDMENT, AND WAIVER. When executed and delivered, this
Agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof and shall supersede any and
all prior agreements and understandings with respect thereto. No
other agreement, whether oral or written, shall be used to modify or
contradict the provisions hereof unless the same is in writing,
signed by the parties, and states that it is intended to amend the
provisions of this Agreement. No waiver by either party of any breach
of this Agreement in any particular instance shall constitute a
waiver of any other breach hereof in any other circumstance or any
relinquishment for the future of their respective rights to strictly
enforce all of the other provisions hereof or seek all remedies which
may be available at law or in equity.
9. COUNTERPARTS; BINDING EFFECT. This Agreement may be executed in
multiple counterparts (and by facsimile signature, to be followed by
manual signature), each of which shall be deemed an original, and all
of which shall be deemed to constitute a single agreement. This
Agreement shall be binding upon and inure to the benefit of the
parties' respective permitted heirs, successors, and assigns.
10. ASSIGNMENT. This Agreement is personal to the parties hereto.
Accordingly, Black shall not assign or transfer this Agreement
without the prior written consent of TSET, which consent shall not be
unreasonably withheld, conditioned, or delayed; provided, however,
that Black shall be permitted to assign or transfer this Agreement to
a legal entity owned by Black without such consent. Any attempted
assignment of this Agreement by Black without receipt of such consent
from TSET shall be null and void.
11. SEVERABILITY. If any provision (or portion thereof) of this Agreement
is adjudged unenforceable by a court of competent jurisdiction, the
remaining provisions shall nevertheless continue in full force and
effect and the provision deemed unenforceable shall be remade or
interpreted by the parties in a manner that such provisions shall be
enforceable to preserve, to the maximum extent possible, the original
intention and meaning thereof. If necessary to effect such intent,
TSET and Black shall negotiate in good faith to amend this Agreement
to replace such provision with language believed in good faith by the
parties to be enforceable, which as closely as possible reflects such
intent.
12. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole benefit
of the parties and their permitted successors, heirs, and assigns.
Nothing herein, expressed or implied, shall give or be construed to
give any other person, other than the parties and their permitted
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assigns, any legal or equitable rights hereunder. No finder's or
other fees shall be payable by either party with respect to the
exercise of the Option or the issuance of the Option Shares pursuant
to this Agreement.
13. STATE SECURITIES QUALIFICATIONS. The sale of the Option Shares
pursuant to any exercise of the Option has not been qualified with
the securities regulatory authorities in any state or other
jurisdiction and the issuance of the Option Shares prior to such
qualification may be unlawful unless such transactions are exempt
from such qualification requirements. The rights of the parties
hereto are expressly conditioned upon such qualification being
obtained, unless any such transaction is so exempt.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon, exclusive of its
conflicts of laws principles.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
effective as of the date first written above.
TSET, Inc.
By:/s/ JEFFREY D. WILSON
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Jeffrey D. Wilson
Chairman and Chief Executive Officer
/s/ ERIK W. BLACK
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Erik W. Black