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Delaware
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000-22573
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65-0774638
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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·
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The term of the Employment
Agreement begins effective as of June 29, 2010 and continues until June
30, 2013;
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·
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Mr. Granville will receive an
annual salary of $380,000 during the term of the Executive Employment
Agreement;
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·
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Mr. Granville will receive a
signing bonus of $270,000, on the date of the first regularly scheduled
payroll of the Company following the date of execution of the Executive
Employment Agreement;
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·
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Mr. Granville was granted options
to purchase 360,000 shares of our common stock with an exercise price of
$1.50 per share, vesting at a rate of 10,000 shares per month over the
term of the Employment Agreement;
and
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·
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In connection with the Employment
Agreement, Mr. Granville signed an agreement regarding confidential
information and non-competition (the “Non-Competition Agreement”) whereby
Mr. Granville and the Company agree, for a period of two years after the
termination of Mr. Granville’s employment with the Company,
that:
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o
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Mr. Granville will not render
services to Conflicting Organizations (as defined therein) or with
respect to Conflicting Products (as defined therein) without written
assurances to the Company that such services will not be rendered in
connection with any Conflicting
Product;
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o
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If, within one month after the
termination of Mr. Granville’s employment with the Company, he is unable
to find employment due solely to the Non-Competition Agreement, the
provisions of the Non-Competition Agreement will continue in effect so
long as the Company continues to pay Mr. Granville an amount equal to his
base pay at the time of his termination (the “Termination Payments”). The
Termination Payments will continue for a period of 23 months or until the
Company gives Mr. Granville written permission to accept conflicting
employment or a written waiver of the provisions of the Non-Competition
Agreement; and
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o
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If, after the termination of Mr.
Granville’s employment with the Company, he accepts other employment but
due solely to the Non-Competition Agreement his gross monthly income in
such other employment is less than his base pay at termination, the
Company will pay Mr. Granville the difference between his base pay at
termination and his gross monthly income in such other
employment.
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10.39
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Executive
Employment Agreement, dated as of June 29, 2010 between Thomas Granville
and the Company
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Axion
Power International, Inc.
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By:
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/s/ Charles R. Trego, Jr.
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Charles
R. Trego Jr.
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Chief
Financial Officer
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10.39
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Executive
Employment Agreement, dated as of June 29, 2010 between Thomas Granville
and the Company
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A.
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The
Company is engaged in research, development, manufacturing and sales
relating to a novel technology for a supercapacitor/battery hybrid that
replaces the lead-based negative electrode in a lead-acid battery with a
highly permeable nanoporous carbon electrode; and in research,
development, manufacturing and sales relating to both conventional and
advanced lead acid batteries including new grid technologies for the
positive and potentially the negative plate and carbon additives to the
standard lead acid battery; and is exploring various other integration and
battery management technologies for stationary and motive
applications.
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B.
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The
Company owns all of the proprietary interests in the Company's good will
and its Confidential Information (as hereinafter defined), all of which
information is not publicly available and is considered by the Company to
be confidential trade secrets. The Company imparts to its Executives, and
said Executives require during the course of their employment, access to
Confidential Information.
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C.
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Executive
during the course of Executive's employment with the Company: (i) will
obtain material knowledge and information regarding the Company's
Customers, including without limitation Customers' specialized
requirements, preferences and financial condition, all of which are
materially important in the Company's business relationship with such
Customers; (ii) may perform duties for the Company, which duties
themselves are of a highly confidential nature; (iii) is encouraged by the
Company to develop personal relationships with the Company's suppliers,
Customers and prospective Customers; (iv) generally has access to
Confidential Information; and (v) has developed and will develop expertise
in the field of lead-acid batteries, Axion's PbC Technology, battery
testing, carbon sheeting, and other technologies currently under
development by Axion.
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D.
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The
Company is vulnerable to unfair post-employment competition by Executive,
since Executive has access to Confidential Information and has personal
relationships with the Company's suppliers, Customers and prospective
Customers.
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E.
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Executive
acknowledges the vulnerability of the Company to post-employment
competition by Executive and is willing to enter into this Agreement with
the Company, pursuant to which Executive agrees not to disclose any of the
Company's Confidential Information and not to compete against the Company
following termination of employment for the time periods and to the
limited extent set forth in this
Agreement.
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F.
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The
Company desires to employ Executive as its Chief Executive Officer and
Executive desires to accept such employment, pursuant to the terms set
forth in this Agreement.
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1)
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Executive Representations and
Warranties.
The Executive represents and warrants to the Company
that he is free to accept employment hereunder and that he has no prior or
other obligations or commitments of any kind to anyone that would in any
way hinder or interfere with his acceptance of the full, uninhibited and
faithful performance of this Agreement, or the exercise of his best
efforts as an executive officer of the
Company.
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2)
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Employment
and Duties.
The Company
shall employ the Executive as its Chief Executive
Officer. The Executive will work from the Company's
office and battery manufacturing center in the New Castle, Pennsylvania
area and will report directly to the Company’s Board of
Directors. The Executive's responsibilities shall include all
of the duties and responsibilities of the Chief Executive Officer with
such executive duties and responsibilities consistent with such positions
and stature as the Board of Directors of the Company may from
time to time determine.
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3)
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Conduct of Executive.
During the entire Term of this Agreement, the Executive shall devote his
full business time, effort, skill and attention to the affairs of the
Company and its subsidiaries, will use his best efforts to promote the
interests of the Company, and will discharge his responsibilities in a
diligent and faithful manner, consistent with sound business practices. In
furtherance of the foregoing:
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a)
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The
Executive understands and agrees that he owes the Company a fiduciary
duty, without limiting any other obligations or requirements that are
imposed on the Executive by this Employment Agreement or by law. As such,
the Executive shall occupy a position of and commit to the highest degree
of trust, loyalty, honesty and good faith in all of his dealings with and
on behalf of the Company.
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b)
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The
Executive represents that his employment by the Company will not conflict
with any obligations which he has to any other person, firm or entity. The
Executive specifically represents that he has not brought to the Company
(during the period before the signing of this Agreement) and he will not
bring to the Company any materials or documents of a former or present
employer, or any confidential information or property of any other person,
firm or entity.
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c)
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The
Company does not offer, pay, or receive payments in exchange for the
referral of a customer. The Executive shall not receive any remuneration
from any outside person or entity related to the services performed by the
Executive for the Company or the products purchased or sold by the
Company.
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d)
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The
Executive shall comply with all applicable laws, including Federal, State
and Municipal purchasing requirements. The Executive understands that
failure to do so exposes the Company, its officers, directors, Executives
and agents to possible sanctions, monetary penalties, criminal prosecution
and other disciplinary actions. The Executive shall seek appropriate
guidance from the Company when the application of a law is
unclear.
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e)
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The
Executive shall use his best efforts to work in a manner which ensures
maximum responsiveness to and communications with the Board of Directors
of the Company and the Chairs of all Board Committees of the Company, all
in furtherance of the goal of enhancing shareholder value through
effective communication and responsiveness to parties who have been given
the authorization to interact with management in specific matters such as
technology enhancement.
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f)
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The
Executive will adhere to company policies and procedures including, but
not limited to, review and approval of all contractual
obligations with third parties prior to execution by the Chief Financial
Officer and Legal Counsel, prior review and approval
of all spending commitments for capital expenditures by the
Chief Operating Officer and the Chief Financial Officer prior
review and approval of all presentations to existing and
potential investors, presentations to existing and
potential customers and presentations to industry
organizations.
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4)
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Conditions
of Employment.
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a)
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Term of Employment.
Unless terminated earlier in accordance with the provisions of this
Agreement, the Company will employ the Executive for a period commencing
on the date hereof and terminating on June 30, 2013 (the
“Term”).
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b)
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Place of Employment.
The
Executive shall occupy offices at the Company's facility in New Castle,
PA. The Executive shall not be required to relocate to any other business
location maintained by the Company although the Executive expressly agrees
that regular travel shall be necessary as part of his
duties.
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c)
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Ownership of Company Records
and Reports.
The Executive shall not, except in the performance of
his duties hereunder, at any time or in any manner make or cause to be
made any copies, pictures, duplicates, facsimiles, or other reproductions
or recordings or any abstracts or summaries of any reports, studies,
memoranda, correspondence, manuals, records, plans or other written or
otherwise recorded materials of any kind whatever belonging to or in the
possession of the Company, or of any subsidiary or affiliate of the
Company, including but not limited to materials describing or in any way
relating to the Company's business activities including, but not limited
to, its proprietary techniques and technologies, its operational and
financial matters, its business and financial and development plans, its
personnel training and development programs and its industry
relationships. The Executive shall have no right, title or interest in,
and shall maintain no personal records of, any such material, and the
Executive agrees that, except in the performance of his duties hereunder,
he will not, without the prior written consent of the Company remove any
such material from any premises of the Company, or any subsidiary or
affiliate of the Company, except on the portable computer and other
portable storage devices purchased for his use by the Company, and
immediately upon the termination of his employment for any reason
whatsoever Executive shall return to the Company all such material and
Company owned computing devices in his
possession.
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d)
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It
is expressly agreed and understood that the Executive shall execute and be
bound by the terms and conditions of the Executive Agreement which is
attached hereto and made a part hereof as Exhibit
A.
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5)
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Compensation.
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a)
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The
Executive shall participate in any executive compensation plans adopted by
the shareholders of the Company; provided, however, that the discretionary
authority to determine the level of the Executive's participation therein
and the terms and conditions of such participation shall remain vested in
the Compensation Committee of the Board of Directors and the Compensation
Committee shall have the authority to adjust such participation upward or
downward from time to time in its sole
discretion.
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b)
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Effective
upon date of hire, the Executive will be given the opportunity to
participate in the Company’s employee benefit programs including, but not
limited to, medical and hospitalization insurance, group life insurance,
short and long term disability and any other insurance benefit that is in
effect from time to time. The Executive shall be eligible to participate
in and contribute to the premium share as designated by the Company from
year to year in accordance with the Premium Only Plan which the Company
adopted effective October 1, 2009 and which the Company may amend from
time to time.
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c)
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During
the Term of this Agreement, the Company will reimburse the Executive for
all reasonable business expenses incurred by him on behalf of the Company
in the performance of his duties hereunder upon presentation of vouchers,
receipts or other evidence of such expenses in accordance with the
policies of the Company .
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d)
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Notwithstanding
any other provision of this Agreement, it is agreed that the Executive
shall be entitled to receive such incentive bonuses, stock options and
other benefits as the Compensation Committee of the Board of Directors may
grant from time to time, and any income tax liabilities arising there from
shall be due and payable at the Executive's sole expense, and the
Executive acknowledges that the Company may make appropriate withholding
from salary for such grants, should the Executive choose to accept those
grants.
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6)
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Stock Purchase
Option.
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7)
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Termination
of Employment.
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a)
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This
Agreement and the compensation payable to Executive hereunder shall
terminate and cease to accrue forthwith upon Executive's
death.
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b)
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If
the Executive's employment is terminated (i) other than
for cause
(as defined
below) by the Company, or (ii) by the Executive for
good reason
(as defined
below), the Company shall pay to Executive an aggregate severance amount
equal to fifty (50%) of the Executive's annual base salary in effect as of
the date of such termination (i.e., six (6) months' base salary and such
amount being referred to as the
"Severance Amount").
The Severance Amount may be paid in a single lump sum amount,
provided that payment of the Severance Amount shall be contingent upon the
Executive signing the Company’s standard release and waiver
agreement.
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c)
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At
the end of the initial term of this Agreement, the Executive’s employment
may be terminated by either party for any reason, or for no reason, upon
written notice given not less than ninety (90) days prior to the
termination date.
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8)
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Specific
Performance.
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9)
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Miscellaneous:
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a)
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The
failure of a party to insist on any occasion upon strict adherence to any
Term of this Agreement shall not be considered to be a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that
Term or any other Term of this Agreement. Any waiver must be in
writing.
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b)
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All
notices and other communications under this Agreement shall be in writing
and shall be delivered personally or mailed by registered mail, return
receipt requested, and shall be deemed given when so delivered or mailed,
to a party at such address as a party may, from time to time, designate in
writing to the other party.
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c)
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Notwithstanding
the termination of the Executive's employment hereunder, the provisions of
Paragraphs 6, 7, 8 and 9 survive such
termination.
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d)
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This
Agreement shall be assigned to and inure to the benefit of and be binding
upon, any successor to substantially all of the assets and business of the
Company as a going concern, whether by merger, consolidation, liquidation
or sale of substantially all of the assets of the Company or
otherwise.
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e)
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This
Agreement constitutes the entire Agreement between the parties regarding
the above matters, and each party acknowledges that there are no other
written or verbal Agreements or understandings relating to such subject
matter between the Executive and the Company or between the Executive and
any other individuals or entities other than those set forth herein. No
amendment to this Agreement shall be effective unless it is in writing and
signed by both the parties hereto.
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f)
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This
Agreement shall be construed according to the laws of the State of
Pennsylvania pertaining to Agreements formed and to be formed wholly
within the State of Pennsylvania. The Executive represents and warrants
that he has reviewed this Agreement in detail with his legal and other
advisors, as he considers appropriate, and that he fully understands the
consequences to him of its provisions. The Executive is relying on his own
judgment and the judgment of his advisors with respect to this
Agreement.
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g)
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In
the event a dispute arises out of, in connection with, or with respect to
this Agreement, or any breach thereof, such dispute shall, on the written
request of one party delivered to the other party, be submitted to and
settled by binding arbitration before a single arbitrator conducted in New
Castle, Pennsylvania, United States in accordance with the Laws of the
State of Pennsylvania. The award of such arbitrator shall be final and may
be entered by any party hereto in any court of competent jurisdiction. The
party against whom the arbitrator's award is rendered shall pay all costs
and expenses of such arbitration, unless the arbitrator shall specifically
allocate costs in a different manner because the award is not entirely in
favor of either party.
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h)
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This
Agreement may be executed in any number of counterparts, which will each
be deemed to be an original for all purposes
hereof.
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/s/ Charles Trego
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June
29, 2010
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Charles
Trego, CFO
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Date
signed
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/s/Thomas Granville
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June
29, 2010
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Thomas
Granville
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Date
signed
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Granville
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Thomas
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Click
here to enter text.
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EXECUTIVES
LAST NAME
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FIRST
NAME
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INITIAL
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1)
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AXION
means Axion Power
International, Inc., and any existing or future subsidiaries, owned or
controlled, directly or indirectly by
Axion.
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2)
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CONFIDENTIAL INFORMATION
means information, not generally known, and proprietary to Axion,
including trade secret information, about Axion's processes and products,
including information relating to research, development, manufacture,
purchasing, accounting, engineering, marketing, merchandising, selling,
leasing, servicing, finance and business systems and techniques. All
information disclosed to me, or to which I have reasonable basis to
believe to be Confidential Information, or which is treated by Axion as
being Confidential Information, shall be presumed to be Confidential
Information.
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3)
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INVENTIONS
means
discoveries, improvements and ideas (whether or not shown or described in
writing or reduced to practice) and works of authorship, whether or not
patentable or copyrightable, (1) which relate directly to the business of
Axion, or (2) which relate to Axion’s actual or demonstrably anticipated
research or development, or (3) which result from any work performed by me
for Axion, or (4) for which equipment, supplies, facility or trade secret
information of Axion is used, or (5) which is developed on any Axion
time.
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4)
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CONFLICTING PRODUCT
means any product, process, system or service of any person or
organization other than Axion, in existence or under development, which is
the same as or similar to or competes with, or has a usage allied to, a
product, process, system or service upon which I work (in either a sales
or a non-sales capacity) during the last three years of my employment by
Axion, or about which I acquire Confidential
Information
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5)
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CONFLICTING ORGANIZATION
means any person or organization which is
engaged
in or about to become engaged in, research on or development, production,
marketing, leasing, selling or servicing of a Conflicting
Product.
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6)
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With
respect to Inventions made, authorized or conceived by me, either solely
or jointly with others, (1) during my employment, whether or not during
normal working hours or whether or not at Axion's premises; or (2) within
one year after termination of my employment, I
will:
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a)
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Keep
accurate, complete and timely records of such Inventions, which records
shall be Axion property and be retained on Axion's
premises.
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b)
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Promptly
and fully disclose and describe such Inventions in writing to
Axion.
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c)
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Assign
(and I do hereby assign) to Axion all of my rights to such Inventions and
to applications for letters patent and/or copyright in all countries and
to letters patent and/or copyrights granted upon such Inventions in all
countries,
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d)
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Acknowledge
and deliver promptly to Axion (without charge to Axion but at the expense
of Axion) such written instruments and to do such other acts as may be
necessary in the opinion of Axion to preserve property rights against
forfeiture, abandonment or loss and to obtain and maintain letters patent
and/or copyrights and to vest the entire right and title thereto in
Axion.
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e)
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At
the request of Axion and at its cost, the Executive shall assist Axion, or
any person or persons from time to time designated by it, to obtain the
copyright, trademark and/or grant of patents in the United States and/or
in such other country or countries as may be designated by Axion, covering
such improvements, discoveries, ideas and inventions and shall in
connection therewith and in connection with the defense of any patents
execute such applications, statements or other documents, furnish such
information and data and take all such other action (including, but not
limited to, the giving of testimony) as Axion may from time to time
reasonably request.
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7)
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EXCEPT
as required in my
duties to Axion, I will never, either during my employment by Axion or
thereafter, use or disclose any Confidential Information as defined in
paragraph 2 hereinabove.
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8)
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UPON
termination of my
employment with Axion, all records and any compositions, articles,
devices, and other items which disclose or embody Confidential Information
including all copies or specimens thereof in my possession, whether
prepared or made by me or others, will be left with
Axion.
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9)
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EXCEPT
as listed at the
end of this Agreement, I will not assert any rights under any Inventions
as having been made, conceived, authored or acquired by me prior to my
being employed by Axion.
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10)
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FOR
a period of two
years after termination of my employment with
Axion:
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a)
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I
will inform any new employer, prior to accepting employment of the
existence of this Executive agreement and provide such employer with a
copy thereof.
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b)
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If
I have been or am employed by Axion in a sales capacity, I will not render
services in the United States, directly or indirectly, to any Conflicting
Organization in connection with the development, manufacture, marketing,
sale, merchandising, leasing, servicing or promotion of any Conflicting
Product to any person or organization upon whom I called, or whose account
I supervised on behalf of Axion, at any time during the last three years
of my employment by Axion.
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c)
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If
I have been or am employed by Axion in a non-sales capacity, I will not
render, to any Conflicting Organization, services, directly or indirectly,
in the United States or in any country in which Axion has a plant for
manufacturing a product upon which I work during my employment by Axion or
in which Axion provides a service in which I participate during my
employment by Axion, except that I may accept employment with a large
Conflicting Organization whose business is diversified (and which has
separate and distinct divisions), and which as to part of its business is
not a Conflicting Organization, provided Axion, prior to my accepting such
employment, shall receive separate written assurances satisfactory to
Axion from such Conflicting Organization and from me, that I
will not render services directly or indirectly in connection with any
Conflicting Product.
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d)
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If
I am unable to obtain employment consistent with my abilities and
education, within one month after termination of my employment with Axion,
solely because of provisions of this paragraph 10, such provisions shall
thereafter continue to bind me only as long as Axion shall make payments
to me equal to my monthly base pay at termination (exclusive of extra
compensation, bonus or Executive benefits) for each month of such
unemployment commencing with the second month after termination of my
employment with Axion.
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1)
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I
agree that I will, during each month of such unemployment, make
conscientious and aggressive efforts to find employment; and I will,
within ten days after the end of each calendar month, give Axion a
detailed written account of my efforts to obtain employment. Such account
will include a statement by me that although I aggressively sought
employment, I was unable to obtain it solely because of the provisions of
this paragraph 10.
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2)
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It
is understood that Axion shall, at its option, be relieved of making a
monthly payment to me for any month during which I failed to seek
employment conscientiously and aggressively, and to account to Axion, as
provided for above.
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3)
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Axion
is obligated to make such payments to me, upon my fulfillment of the
conditions set forth above, for 23 consecutive months unless Axion gives
me written permission to accept available employment, or gives me a
written release from the obligations of paragraph
E.
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4)
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Axion's
obligation to make such monthly payments shall terminate upon my death or
upon my obtaining employment. I agree that I will give prompt
written
notice of such employment to
Axion.
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5)
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Axion
shall not be liable, under this Agreement, or in any action relating
thereto, for any amount greater than the equivalent of 23 such
monthly payments, less amounts paid to me by Axion pursuant to
this Agreement; Axion not being obliged to make a payment to me for the
first month of such unemployment.
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e)
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If,
after termination of my employment with Axion, I obtain other employment
but because of the provisions of paragraph 10, my position is such that my
gross monthly income will be less than that which I last received from
Axion as monthly base pay at termination, then Axion’s obligations to make
payments to me for the period specified in paragraph 10.d. will be limited
to the difference between my monthly base pay at Axion, at termination,
and the gross monthly income I will receive in my subsequent
employment.
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f)
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ALL
MY obligations under paragraphs 1 through 10 of this Agreement shall be
binding upon my heirs, spouses, assigns and legal
representatives.
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g)
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IF
ANY provision of this Agreement shall contravene any statute of a
particular state which I perform services for Axion, then this Agreement
shall be construed as if such provision is not contained herein insofar as
enforcement of this Agreement against me in such particular state is
concerned.
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h)
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THIS
AGREEMENT replaces any existing Agreement entered into by me and Axion
relating generally to the same subject matter; but such replacement shall
not affect rights and obligations of either party arising out of any such
prior Agreement which shall then continue to be in effect for that
purpose.
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Charles
Trego, CFO
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Date
signed
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Executive
Signature
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Date
signed
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Executive
Printed Name
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1)
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Grant of the Option
. The
Company hereby grants to Optionee the right and option to purchase, on the
terms and conditions hereinafter set forth, all or any part of an
aggregate of 360,000 shares (the "Stock") of the presently authorized but
unissued common stock, par value $.001 per share, of the
Company (the "Common Stock"). The purchase price of the Stock subject to
this Option shall be $1.50 per
share.
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2)
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Vesting of the Option
.
As long as the Optionee remains an employee of the Company, the options
granted hereby shall vest based on the following
schedule:
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3)
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Exercise of
Option
.
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a)
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Vested
Options may only be exercised by the Optionee who shall have the right to
exercise such Option in whole or in part, at any time or from time to time
during the period commencing on a vesting date and terminating on
the fifth anniversary of such vesting date. The Option is not
transferable or assignable by the Optionee other than by will, as a result
of the laws of descent and distribution or pursuant to a Qualified
Domestic Relations Order, If the Option is transferred by will, as a
result of the laws of descent and distribution or pursuant to a Qualified
Domestic Relations Order, the transferee shall have all of the rights,
powers and privileges that the Optionee would have had in the absence of
such a transfer.
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b)
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This
Option may be exercised by written notice of intent to exercise the Option
delivered to the Company at its principal office no fewer than five days
in advance of the effective date of the proposed exercise. Such notice
shall be accompanied by this Agreement, shall specify the number of shares
of Common Stock with respect to which the Option is being exercised and
shall specify the proposed effective date of such exercise. Such notice
shall also be accompanied by payment in full to the Company at its
principal office of the option price for the number of shares of the
Common Stock with respect to which the Option is then being exercised. The
payment of the option price shall be made in cash or by certified check,
bank draft, or postal or express money order payable to the order of the
Company or, with the consent of the Board, in whole or in part in Common
Stock which is owned by the Optionee and valued at its Fair Market Value
on the date of exercise. Any payment in shares of Common Stock shall be
effected by delivery of such shares to the CFO of the Company, duly
endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents or evidence as the CFO of the Company
shall require from time to time.
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c)
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Upon
the Company's determination that the Option has been validly exercised as
to any of the Stock, the CFO of the Company shall issue a certificate or
certificates in the Optionee's name for the number of shares set forth in
his written notice. However, the Company shall not be liable to the
Optionee for damages relating to any delays in issuing the certificate(s)
to him, any loss of the certificate(s), or any mistakes or errors in the
issuance of the certificate(s) or in the certificate(s)
themselves.
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4)
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Term of Employment
. This
Option shall not grant to Optionee any right to continue serving as an
employee of the Company.
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5)
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Notices; Deliveries
. Any
notice or delivery required to be given under the terms of this Option
Agreement shall be addressed to the Company in care of its CFO at its
principal office, 3601 Clover Lane, New Castle, Pennsylvania, 16105, and
any notice or delivery to be given to Optionee shall be addressed to him
at such address as the Optionee may hereafter designate in writing. Any
such notice or delivery shall be effective as of the date of
receipt.
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6)
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Disputes.
As a condition
of the granting of the Option hereby, the Optionee and his heirs and
successors agree that any dispute or disagreement which may arise
hereunder shall be determined by the Board in its sole discretion and
judgment, and that any such determination and any interpretation by the
Board of the terms of this Option shall be final and shall be binding and
conclusive, for all purposes, upon the Company, Optionee, his heirs and
personal representatives.
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7)
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Legend on Certificates
.
The certificate(s) representing the shares of Stock purchased by exercise
of this Option will be stamped or otherwise imprinted with a legend in
such form as the Company or its counsel may require with respect to any
applicable restrictions on the sale or transfer of such shares and the
stock transfer records of the Company will reflect stop-transfer
instructions with respect to such shares. The Company is under no
obligation to remove this legend for any reason
whatsoever.
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8)
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Miscellaneous.
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a)
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All
decisions of the Board upon any questions arising under the Plan or under
this Option Agreement shall be
conclusive.
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b)
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Nothing
herein contained shall affect Optionee's right to participate in and
receive benefits from and in accordance with the then current provisions
of any pension, insurance or other employee welfare plan or program of the
Company.
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c)
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Optionee
agrees to make appropriate arrangements with the Company for satisfaction
of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Company at
the time of exercise of the Option of all such taxes and
requirements.
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d)
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Whenever
the term "Optionee" is used herein under circumstances applicable to any
other person or persons to whom this Option, in accordance with the
provisions hereof, may be transferred, the word "Optionee" shall be deemed
to include such person or persons.
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e)
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Notwithstanding
any of the other provisions hereof, Optionee agrees that he will not
exercise this Option and that the Company will not be obligated to issue
any of the Stock pursuant to this Option Agreement, if the exercise of the
Option or the issuance of such shares of Common Stock would constitute a
violation by the Optionee or by the Company of any provision of any law or
regulation of any governmental authority or national securities exchange.
Upon the acquisition of any Stock pursuant to the exercise of the Option
herein granted, Optionee will enter into such written representations,
warranties and agreements as the Company may reasonably request in order
to comply with applicable securities laws or with this
Agreement.
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f)
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This
Agreement shall be binding upon and inure to the benefit of any successor
or successors of the Company. The interpretation, performance and
enforcement of this Option Agreement shall be governed by the laws of the
State of Delaware.
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AXION
POWER INTERNATIONAL, INC.
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Charles
Trego, CFO
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Date
signed
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Executive
Signature
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Date
signed
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Executive
Printed Name
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