American Metal & Technology, Inc. – ‘10-Q’ for 3/31/02 – EX-9

On:  Friday, 6/14/02, at 3:57pm ET   ·   For:  3/31/02   ·   Accession #:  1132072-2-165   ·   File #:  33-19048-NY

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      20     73K 
 2: EX-9        Exhibit 10(A)                                          5     27K 
 3: EX-10       Exhibit 10(B)                                          4     13K 
 4: EX-10       Exhibit 10(C)                                          4     13K 
 5: EX-10       Exhibit 10(D)                                          3      9K 

EX-9   —   Exhibit 10(A)

EX-9
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 Exhibit (10)(a)

STOCK OPTION AGREEMENT

        MURRAY UNITED DEVELOPMENT CORP. (the "Company"), desiring to afford an
opportunity to the Grantee named below to purchase certain shares of the        
Company's Common Stock, $.0001 par value per share, to provide the Grantee with 
an added incentive as an employee of the Company, hereby grants to Grantee, and 
the Grantee hereby accepts, an option to purchase the number of such shares     
optioned as specified below, during the term ending at midnight Eastern Time on 
the expiration date of this Option specified below, at the option exercise price
specified below, subject to and upon the following terms and conditions:        

     1.   Identifying  Provisions:  As used in this Option,  the following terms
shall have the following respective meanings:               

(a) Grantee:               Dwight Foster                      

(b) Date of grant:         April 11, 2002                     

(c) Number of shares optioned:     Six Million (6,000,000)    

(d) Option exercise price per share:  Two Cents ($.02)        

(e) Expiration date:       April 10, 2012                     

  This Option is not intended to be and shall not be treated as an
        incentive stock option under Section 422 of the Internal Revenue Code.

         2. Timing of Purchases: This Option is shall be exercisable as follows:

   Number of Shares                            Eligible for Exercise
   ----------------                            ---------------------
       1,000,000                                            October 11, 2002
     1,000,000                                            April 11, 2003
       1,000,000                                            October 11, 2003
     1,000,000                                            April 11, 2004
       1,000,000                                            October 11, 2004
     1.000,000                                            April 11, 2005

From April 11, 2005, this Option may be exercised as to all optioned shares for 
which it had not previously been exercised, until and including the expiration  
date of this Option whereupon the Option shall expire and may thereafter no     
longer be exercised.                                                            

3. Restrictions on Exercise: The following additional provisions shall apply to 
the exercise of this Option:                                              

(i) Termination of Employment. If the Grantee's employment by the Company is    
terminated for any reason other than death, only that portion of this Option    
exercisable at the time of such termination of employment may thereafter be     
exercised, and it may not be exercised more than three (3) months after such    
termination nor after the expiration date of this Option, whichever date is     
sooner, unless such termination is by reason of the Grantee's permanent and     
total disability, in which case such period of three (3) months shall be        
extended to one (1) year. In all other respects, this Option shall terminate    
upon such termination of employment.                                            

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(ii) Death of Grantee. If the Grantee shall die during the term of this Option, 
the Grantee's legal representative or representatives, or the person or persons 
entitled to do so under the Grantee's last will and testament or under          
applicable intestate laws, shall have the right to exercise this Option, but    
only for the number of shares as to which the Grantee was entitled to exercise  
this Option in accordance with Section 2 hereof on the date of his death, and   
such right shall expire and this Option shall terminate one (1) year after the  
date of the Grantee's death or on the expiration date of this Option, whichever 
date is sooner. In all other respects, this Option shall terminate upon such    
death.                                                                          

(iii) Continuity of Employment. This Option shall not be exercisable by the     
Grantee in any part unless at all times beginning with the date of grant and    
ending no more than three (3) months prior to the date of exercise, the Grantee 
has, except for military service leave, sick leave or other bona fide leave of  
absence (such as temporary employment by the United States Government) been in  
the continuous employ of the Company, except that such period of three (3)      
months shall be one (1) year following any termination of the Grantee's         
employment by reason of his permanent and total disability.                     

4. Non-Transferable: The Grantee may not transfer this Option except by will or 
the laws of descent and distribution. This Option shall not be otherwise        
transferred, assigned, pledged, hypothecated or disposed of in any way, whether 
by operation of law or otherwise, and shall be exercisable during the Grantee's 
lifetime only by the Grantee or his guardian or legal representative.           

5. Adjustments and Corporate Reorganizations: If the outstanding shares of the  
class then subject to this Option are increased or decreased, or are changed    
into or exchanged for a different number or kind of shares or securities, as a  
result of one or more reorganizations, recapitalizations, stock splits, reverse 
stock splits, stock dividends or the like, appropriate adjustments shall be made
in the number and/or kind of shares or securities for which the unexercised     
portions of this Option may thereafter be exercised, all without any change in  
the aggregate exercise price applicable to the unexercised portions of this     
Option, but with a corresponding adjustment in the exercise price per share or  
other unit. No fractional share of stock shall be issued under this Option or in
connection with any such adjustment. Such adjustments shall be made by or under 
authority of the Company's board of directors whose determinations as to what   
adjustments shall be made, and the extent thereof, shall be final, binding and  
conclusive.                                                                     

Upon the dissolution or liquidation of the Company, or upon a reorganization,   
merger or consolidation of the Company as a result of which the outstanding     
securities of the class then subject to this Option are changed into or         
exchanged for cash or property or securities not of the Company's issue, or any 
combination thereof, or upon a sale of substantially all the property of the    
Company to, or the acquisition of stock representing more than eighty percent   
(80%) of the voting power of the stock of the Company then outstanding by,      
another corporation or person, this Option shall terminate, unless provision be 
made in writing in connection with such transaction for the assumption of this  
Option, or the substitution for such option of any options covering the stock of
a successor employer corporation, or a parent or subsidiary thereof, with       
appropriate adjustments as to the number and kind of shares and prices, in which
event this Option shall continue in the manner and under the terms so provided. 
If this Option shall terminate pursuant to the foregoing sentence, the Grantee  
shall have the right, at such time prior to the consummation of the transaction 
causing such termination as the Company shall designate, to exercise the        
unexercised portions of this Option, including the portions thereof which would,
but for this Section entitled "Adjustments and Corporate Reorganizations," not  
yet be exercisable.                                                             

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6. Exercise, Payment For and Delivery of Stock: This Option may be exercised by 
the Grantee or other person then entitled to exercise it by giving four (4)     
business days' written notice of exercise to the Company specifying the number  
of shares to be purchased and the total purchase price, accompanied by a check  
to the order of the Company in payment of such price. If the Company is required
to withhold on account of any present or future tax imposed as a result of such 
exercise, the notice of exercise shall be accompanied by a check to the order of
the Company in payment of the amount of such withholding.                       

7. Alternative Payment with Stock: Notwithstanding the foregoing provisions     
requiring payment by check, payment of such purchase price or any portion       
thereof may be made with shares of stock of the same class as the shares then   
subject to this Option, if shares of that class are then Publicly Traded (as    
defined herein), such shares to be credited toward such purchase price on the   
valuation basis set forth below, in which event the stock certificates          
evidencing the shares so to be used shall accompany the notice of exercise and  
shall be duly endorsed or accompanied by duly executed stock powers to transfer 
the same to the Company; provided, however, that such payment in stock instead  
of cash shall not be effective and shall be rejected by the Company if (i) the  
Company is then prohibited from purchasing or acquiring shares of the class of  
its stock thus tendered to it, or (ii) the right or power of the person         
exercising the Option to deliver such shares in payment of said purchase price  
is subject to the prior interests of any other person (excepting the Company),  
as indicated by legends upon the certificate(s) or as known to the Company. For 
credit toward the purchase price, shares so surrendered shall be valued at their
Fair Market Value (as defined herein) as of the day immediately preceding the   
delivery to the Company of the certificate(s) evidencing such shares. If the    
Company rejects the payment in stock, the tendered notice of exercise shall not 
be effective hereunder unless promptly after being notified of such rejection   
the person exercising the Option pays the purchase price in acceptable form. If 
and while payment of the purchase price with stock is permitted in accordance   
with the foregoing provisions, the person then entitled to exercise this Option 
may, in lieu of using previously outstanding shares therefor, use some of the   
shares as to which this Option is then being exercised, in which case the notice
of exercise need not be accompanied by any stock certificates but shall include 
a statement directing the Company to withhold so many of the shares that would  
otherwise have been delivered upon that exercise of this Option as equals the   
number of shares that would have been transferred to the Company if the purchase
price had been paid with previously issued stock.                               

8. Rights in Shares Before Issuance and Delivery: No person shall be entitled to
the privileges of stock ownership in respect of any shares issuable upon        
exercise of this Option, unless and until such shares have been issued to such  
person as fully paid shares.                                                    

9. Requirements of Law: By accepting this Option, the Grantee represents and    
agrees for himself and his transferees by will or the laws of descent and       
distribution that, unless a registration statement under the Securities Act of  
1933 is in effect as to shares purchased upon any exercise of this Option, (i)  
any and all shares so purchased shall be acquired for his personal account and  
not with a view to or for sale in connection with any distribution, and (ii)    
each notice of the exercise of any portion of this Option shall be accompanied  
by a representation and warranty in writing, signed by the person entitled to   
exercise the same, that the shares are being so acquired in good faith for his  
personal account and not with view to or for sale in connection with any        
distribution.                                                                   

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No certificate or certificates for shares of stock purchased upon exercise of   
this Option shall be issued and delivered prior to the admission of such shares 
to listing on notice of issuance on any stock exchange or other securities      
market on which shares of that class are then listed, nor unless and until, in  
the opinion of counsel for the Company, such securities may be issued and       
delivered without causing the Company to be in violation of or incur any        
liability under any federal, state or other securities law, any requirement of  
any securities exchange listing agreement to which the Company may be a party,  
or any other requirement of law or of any regulatory body having jurisdiction   
over the Company.                                                               

10. Replacement Options. If and when this Option is exercised and the exercise  
price is paid with previously outstanding shares or with shares as to which this
Option is being exercised, as permitted in paragraph 7 hereof, upon such        
exercise of this Option the Grantee or other person who duly exercised this     
Option will automatically and simultaneously receive a supplemental option      
(herein sometimes referred to as a "replacement option") for a number of shares 
equal to the number of shares delivered by the Grantee or by the other person   
exercising this Option or retained by the Company in such exercise of this      
Option, subject to adjustments of the sort provided in paragraph 5 hereof, at an
exercise price per share equal to the Fair Market Value (as defined herein) of  
the shares subject to the replacement option on the date this Option is thus    
exercised. The replacement option shall expire on the expiration date of this   
Option and shall in other respects contain the same terms and provisions as this
Option, except that: (a) the replacement option shall not itself provide for any
further replacement options upon its exercise, whether or not the exercise price
of the replacement option is paid with previously outstanding shares or with    
shares as to which it is being exercised; and (b) the replacement option may not
be exercised before the earlier of (i) the expiration of one year after the date
it is granted or (ii) the first day of the calendar month in which its          
expiration date occurs, subject to any acceleration of its exercisability under 
provisions such as those in paragraph 5 hereof.                                 

11. Certain Definitions: As used in this Option "Fair Market Value" of corporate
stock shall mean: (a) If the stock is then Publicly Traded: The closing price of
stock of that class as of the day in question (or, if such day is not a trading 
day in the principal securities market or markets for such stock, on the nearest
preceding trading day), as reported with respect to the market (or the composite
of markets, if more than one) in which shares of such stock are then traded, or,
if no such closing prices are reported, on the basis of the mean between the    
high bid and low asked prices that day on the principal market or quotation     
system on which shares of such stock are then quoted, or, if not so quoted, as  
furnished by a professional securities dealer making a market in such stock     
selected by or under authority of the board of directors of the Company.        

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(b) If the stock is then not Publicly Traded: The price at which one could      
reasonably expect such stock to be sold in an arm's length transaction, for     
cash, other than on an installment basis, to a person not employed by,          
controlled by, in control of or under common control with the issuer of such    
shares. Such Fair Market Value shall be that which has currently or most        
recently been determined for this purpose by the Company's board of directors,  
or at the discretion of that board by an independent appraiser or appraisers    
selected by the board, in either case giving due consideration to recent        
transactions involving shares of such stock, if any, the issuer's net worth,    
prospective earning power and dividend-paying capacity, the goodwill of the     
issuer's business, the issuer's industry position and its management, that      
industry's economic outlook, the values of securities of issuers whose stock is 
Publicly Traded and which are engaged in similar businesses, the effect of      
transfer restrictions to which such stock may be subject under law and under the
applicable terms of any contract governing such stock, the absence of a public  
market for such stock and such other matters as the board or its appraiser or   
appraisers deem pertinent. The determination by the Company's board of directors
or its appraiser or appraisers of the Fair Market Value shall, if not           
unreasonable, be conclusive and binding notwithstanding the possibility that    
other persons might make a different, and also reasonable, determination. If the
Fair Market Value to be used was thus fixed more than sixteen months prior to   
the day as of which Fair Market Value is being determined, it shall in any event
be no less than the book value of the stock being valued at the end of the most 
recent period for which financial statements of the issuer are available.       

Corporate stock is "Publicly Traded" if stock of that class is listed or        
admitted to unlisted trading privileges on a national securities exchange or on 
the NASDAQ National Market or if sales or bid and offer quotations are reported 
for that class of stock in the automated quotation system ("NASDAQ") operated by
the National Association of Securities Dealers, Inc. ("NASD").                  

12. Notices: Any notice to be given to the Company shall be addressed to the    
Company in care of its Secretary at its principal office, and any notice to be  
given to the Grantee shall be addressed to him at the address given beneath his 
signature hereto or at such other address as the Grantee may hereafter designate
in writing to the Company. Any such notice shall be deemed duly given when      
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,       
registered or certified, and deposited, postage and registry or certification   
fee prepaid, in a post office or branch post office regularly maintained by the 
United States Postal Service.                                                   

13.  Laws Applicable to Construction: This Agreement shall be construed and     
enforced in accordance with the laws of the State of Delaware.                  

IN WITNESS WHEREOF, the Company has granted this Option on the date of grant    
specified above.                                                                

                   MURRAY UNITED DEVELOPMENT CORP.

/s/ DWIGHT FOSTER                 By:    /s/ ANTHONY CAMPO                      
--------------------                     -------------------------------------- 
Dwight Foster                            Anthony Campo, Executive Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		4/10/12		1					None on these Dates
		4/11/05		1
		10/11/04		1
		4/11/04		1
		10/11/03		1
		4/11/03		1
		10/11/02		1
Filed on:		6/14/02
		4/11/02		1
For Period End:		3/31/02
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