-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ntmzx7vD3qcLT7Pk681aQgk6dpwX8wInkYDQIPxlDcuExmBbfVLl5Tj22/wMSCyd c7lCZ26NTyy+kFMQ/yR2CA== 0001019687-07-000195.txt : 20070125 0001019687-07-000195.hdr.sgml : 20070125 20070125170054 ACCESSION NUMBER: 0001019687-07-000195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20070125 DATE AS OF CHANGE: 20070125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingen Technologies, Inc. CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 880429044 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28704 FILM NUMBER: 07553664 BUSINESS ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 BUSINESS PHONE: 800-259-9622 MAIL ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE RECYCLING TECHNOLOGIES INC DATE OF NAME CHANGE: 19980505 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ DATE OF NAME CHANGE: 19960619 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 8-K 1 ingen_8k-011807.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2007 INGEN TECHNOLOGIES, INC. ------------------------ (Exact name of registrant as specified in its charter) Georgia 000-28704 88-0429044 ------- ----------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 35193 Avenue "A", Suite-C, Yucaipa, California 92399 ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (800) 259-9622 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1.01 Entry into a Material Definitive Agreement 8.01 Other Events The Board of Directors of Ingen Technologies, Inc. has passed 2 resolutions, 2007.1 and 2007.2. Resolution 2007.2, passed first in time (January 18, 2007), approves 4 option agreements (certificates). The 4 agreements are with company CEO and Chairman, Scott R. Sand; Francis McDermott (assigned OxyView(TM) patents to the company); and Richard Weed and Peter Wilke, company attorneys. The Sand certificate is for 300,000 common shares per year for the next 5 consecutive years (as part of his employment contract). The McDermott certificate is for 2 million common shares, exercisable upon the sale of 1 million OxyView(TM) units. The Weed certificate is for 3 million common shares. The Wilke certificate is for 1 million preferred shares. All 4 certificates are included herewith as exhibits to Resolution 2007.2. Resolution 2007.1, dated January 22, 2007, approves a non-qualified stock plan for the company. 20% of the company's authorized common stock (20 million shares) and preferred stock (8 million shares) are included in the plan. The company is authorized to file a Form S-8 at an appropriate time. The stock plan is included herewith as an exhibit to Resolution 2007.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 25, 2007 Ingen Technologies, Inc. By: /s/ Scott R. Sand ------------------------------------ Scott R. Sand, Chief Executive Officer and Chairman TABLE OF EXHIBITS (All Exhibits and resolutions have been properly signed by the parties. Original agreements and resolutions are filed in our offices) Exhibit No. Description ----------- ----------- 99.1 Ingen Technologies, Inc. Board of Directors Resolution 2007.1, dated January 22, 2007, with exhibit.* 99.2 Ingen Technologies, Inc. Board of Directors Resolution 2007.2, dated January 18, 2007, with exhibits.* * filed herewith EX-99.1 2 ingen_8k-ex9901.txt BOARD OF DIRECTORS RESOLUTION 2007.1 Exhibit 99.1 INGEN TECHNOLOGIES, INC. DIRECTORS' RESOLUTION 2007.1 BE IT KNOWN THAT, on the 22nd day of January, 2007, at a duly constituted special meeting of the Directors of Ingen Technologies, Inc., the following resolution was voted and approved upon motion duly made and seconded. WHEREAS, it is in the best interest of the Company to adopt a non-qualified stock plan, in the form set forth in Exhibit A (the "January, 2007 Non-Qualified Stock Plan"), whereby the Company may compensate key employees, advisors, service providers and consultants by issuing them shares of its capital stock or options to purchase shares of its capital stock in exchange for services rendered and to be rendered and thereby conserve the Company's cash resources; and WHEREAS, it is in the best interest of the Company to reserve up to Twenty Million (20,000,000) shares of its $.001 par value common stock and up to Eight Million (8,000,000) shares of its preferred stock for issuance under the January, 2007 Non-Qualified Stock Plan and to register such shares on a Form S-8 registration statement under the Securities Act of 1933, at such time as provided by law. RESOLVED, that the Company hereby adopts the January, 2007 Non-Qualified Stock Plan; and RESOLVED, that the Company reserves Twenty Million (20,000,000) shares of its $.001 par value common stock and Eight Million (8,000,000) shares of its preferred stock for issuance under the January, 2007 Non-Qualified Stock Plan and instructs its authorized agents to prepare a registration statement on Form S-8 covering the shares in the January, 2007 Non-Qualified Stock Plan. RESOLVED FURTHER, that all of the resolutions and actions of the Board or its Chairman/CEO and/or Secretary, heretofore adopted and taken, and all of the acts of the Company's agents in carrying out and promoting the purposes, goals and interests of this Company through the date hereof, not specifically addressed by these or prior resolutions adopted by the Board are hereby approved, ratified, and made the acts and deeds of the Corporation. Excluded from this ratification is the action, or failure to act, by any officer, director or agent of the Corporation which may give this Board of Directors of the Company cause to bring suit on behalf of the Company for breach of fiduciary duty or fraud, or such other causes that may be against public policy; RESOLVED FURTHER, that the execution of the documents by the authorized officers or agents of the Company related to these resolutions is and shall be enforceable and a binding act and obligation of the Company without the necessity of the signature or attestation of any director or the Board, or affixing of the corporate seal; RESOLVED FURTHER, that the Chairman/CEO and/or Secretary of the Company are hereby authorized and directed to execute and deliver any instrument or instruments and to do all things that may effectuate the transactions hereby authorized, and such officers are hereby authorized to carry out these resolutions in such manner as he/she may deem to be in the best interests of the Company including, but not limited to, the issuance (or optioning) of the Company's capital stock as required pursuant to these resolutions effective as of the date set forth in the related agreements; RESOLVED FURTHER, that the Secretary of the Company is authorized and directed to certify these resolutions as required CERTIFICATION BY SECRETARY I am the Secretary of Ingen Technologies, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Ingen Technologies, Inc. on January 22, 2007 in accordance with the provisions of our Bylaws. IN WITNESS WHEREOF, I have this 22nd day of January, 2007 subscribed my name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists). /s/ Thomas J. Neavitt - ---------------------------------------- Secretary of Corporation WAIVER OF NOTICE The undersigned Directors of Ingen Technologies, Inc. hereby waive notice of the special Directors' meeting held on January 22, 2007. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts. /s Scott R. Sand /s/ Curt Miedema - ------------------------------- ------------------------------ Scott R. Sand Curt Miedema /s/ Chris Wirth /s/ Yong Sin Khoo - ------------------------------- ------------------------------ Chris Wirth Yong Sin Khoo /s/ Stephen O'Hara /s/ John Finazzo - ------------------------------- ------------------------------ Stephen O'Hara John Finazzo EXHIBIT A (TO RESOLUTION 2007.1) - -------------------------------------------------------------------------------- INGEN TECHNOLOGIES, INC. NON-QUALIFIED STOCK COMPENSATION PLAN JANUARY, 2007 1. PURPOSE OF PLAN 1.1 This NON-QUALIFIED STOCK COMPENSATION PLAN (the "Plan") of Ingen Technologies, Inc., a Georgia corporation, (the "Company") for employees, directors and other persons associated with the Company, is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and common and preferred stock under the Plan supports and increases the Company's ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends. 2. DEFINITIONS 2.1 For Plan purposes, except where the context might clearly indicate otherwise, the following terms shall have the meanings set forth below: "Board" shall mean the Board of Directors of the Company. "Committee" shall mean the Compensation Committee, or such other committee appointed by the Board, which shall be designated by the Board to administer the Plan, or the Board if no committees have been established. The Committee shall be composed of THREE OR MORE PERSONS as from time to time are appointed to serve by the Board. Each member of the Committee, while serving as such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934. "Common Shares" shall mean the Company's Common Shares, $.001 par value per share, or, in the event that the outstanding Common Shares are hereafter changed into or exchanged for different shares of securities of the Company, such other shares or securities. "Common Stock" shall mean shares of common stock which are issued by the Company pursuant to Section 5, below. "Common Stock Agreement" means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate. "Common Stockholder" means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan. "Company" shall mean Ingen Technologies, Inc., a Georgia corporation, and any parent or subsidiary corporation of the company, as such terms are defined in Sections 425(e) and 425(f), respectively, of the Code. "Fair Market Value" shall mean, with respect to the date a given stock option is granted or exercised, the average of the highest and lowest reported sales prices of the Common Shares (and the Preferred Shares if a market were to develop in said shares), as reported by such responsible reporting service as the Committee may select, or if there were not transactions in the Shares on such day, then the last preceding day on which transactions took place. The above withstanding, the Committee may determine the Fair Market Value in such other manner as it may deem more equitable for Plan purposes or as is required by applicable laws or regulations. "Optionee" shall mean an employee of the company who has been granted one or more Stock Options under the Plan. "Preferred Shares" shall mean the Company's Preferred Shares, $.001 par value per share, or, in the event that the outstanding Preferred Shares are hereafter changed into or exchanged for different shares of securities of the Company, such other shares or securities. "Preferred Stock" shall mean shares of preferred stock which are issued by the Company pursuant to Section 5, below. "Preferred Stockholder" means the employee of, consultant to, or director of the Company or other person to whom shares of Preferred Stock are issued pursuant to this Plan. "Preferred Stock Agreement" means an agreement executed by a Preferred Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Preferred Stock held by the Preferred Stockholder such restrictions as the Board or Committee deem appropriate. "Shares" or "Stock" means Common and Preferred Stock. "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a stock option granted pursuant to the terms of the Plan. "Stock Option Agreement" or "Stock Agreement" shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Common or Preferred Shares hereunder. 3. ADMINISTRATION OF THE PLAN 3.1 The Committee or the Board shall administer the Plan and accordingly, it shall have full power to grant Stock Options and Stock, construe and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. References to "Committee" shall mean "Board" if there is no Committee established by the Board. 3.2 The determination of those eligible to receive Stock Options and Stock, and the amount, type and timing of each grant and the terms and conditions of the respective stock option agreements and stock agreements shall rest in the sole discretion of the Committee, subject to the provisions of the Plan. 3.3 The Committee may cancel any Stock Options awarded under the Plan if an Optionee conducts himself or herself in a manner which the Committee determines to be inimical to the best interest of the Company, as set forth more fully in paragraph 8 of Article 11 of the Plan and as permitted by law. 3.4 The Board, or the Committee, may correct any defect, supply any omission or reconcile any inconsistency in the Plan, or in any granted Stock Option, in the manner and to the extent it shall deem necessary to carry it into effect. 3.5 Any decision made, or action taken, by the Committee or the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive. 3.6 Meetings of the Committee shall be held at such times and places as shall be determined by the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. In addition, the Committee may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members. 3.7 No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his own part, including, but not limited to, the exercise of any power or discretion given to him or her under the Plan, except those resulting from his or her own gross negligence or willful misconduct. 3.8 The Company, through its management, shall supply full and timely information to the Committee on all matters relating to the eligibility of Optionees, their duties and performance, and current information on any Optionee's death, retirement, disability or other termination of association with the Company, and such other pertinent information as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties hereunder. 4. SHARES SUBJECT TO THE PLAN 4.1 The total number of shares of the Company available for grants of Stock Options and Stock under the Plan shall be twenty million (20,000,000) Common Shares and eight million (8,000,000) Preferred Shares, subject to adjustment in accordance with Article 7 of the Plan, which shares may be either authorized but unissued or reacquired Shares of the Company. 4.2 If a Stock Option or portion thereof shall expire or terminate for any reason without having been exercised in full, the unpurchased shares covered by such NQSO shall be available for future grants of Stock Options. 5. AWARD OF STOCK 5.1 The Board or Committee from time to time, in its absolute discretion, may (a) award Stock to employees of, consultants to, and directors of the Company, and such other persons as the Board or Committee may select, and (b) permit Holders of Options to exercise such Options prior to full vesting therein and hold the Shares issued upon exercise of the Option as Stock. In either such event, the owner of such Stock shall hold such stock subject to such vesting schedule as the Board or Committee may impose or such vesting schedule to which the Option was subject, as determined in the discretion of the Board or Committee. 5.2 Stock shall be issued only pursuant to a Stock Agreement, which shall be executed by the Stockholder and the Company and which shall contain such terms and conditions as the Board or Committee shall determine consistent with this Plan, including such restrictions on transfer as are imposed by the Stock Agreement. 5.3 Upon delivery of the shares of Stock to the Stockholder, below, the Stockholder shall have, unless otherwise provided by the Board or Committee, all the rights of a stockholder with respect to said shares, subject to the restrictions in the Stock Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Stock. 5.4. Notwithstanding anything in this Plan or any Stock Agreement to the contrary, no Stockholders may sell or otherwise transfer, whether or not for value, any of the Stock prior to the date on which the Stockholder is vested therein. 5.5 All shares of Stock issued under this Plan (including any shares of Stock and other securities issued with respect to the shares of Stock as a result of stock dividends, stock splits or similar changes in the capital structure of the Company) shall be subject to such restrictions as the Board or Committee shall provide, which restrictions may include, without limitation, restrictions concerning voting rights, transferability of the Stock and restrictions based on duration of employment with the Company, Company performance and individual performance; provided that the Board or Committee may, on such terms and conditions as it may determine to be appropriate, remove any or all of such restrictions. Stock may not be sold or encumbered until all applicable restrictions have terminated or expire. The restrictions, if any, imposed by the Board or Committee or the Board under this Section 5 need not be identical for all Stock and the imposition of any restrictions with respect to any Stock shall not require the imposition of the same or any other restrictions with respect to any other Stock. 5.6 Each Stock Agreement shall provide that the Company shall have the right to repurchase from the Stockholder the unvested Stock upon a termination of employment, termination of directorship or termination of a consultancy or service provider arrangement, as applicable, at a cash price per share equal to the purchase price paid by Stockholder for such Stock. 5.7 In the discretion of the Board or Committee, the Stock Agreement may provide that the Company shall have the a right of first refusal with respect to the Stock and a right to repurchase the vested Stock upon a termination of the Stockholder's employment with the Company, the termination of the Stockholder's consulting or service provider arrangement with the Company, the termination of the Stockholder's service on the Company's Board, or such other events as the Board or Committee may deem appropriate. 5.8 The Board or Committee shall cause a legend or legends to be placed on certificates representing shares of Stock that are subject to restrictions under Stock Agreements, which legend or legends shall make appropriate reference to the applicable restrictions. 6. STOCK OPTION TERMS AND CONDITIONS 6.1 Consistent with the Plan's purpose, Stock Options may be granted to non-employee directors of the Company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the Company. 6.2 All Stock Options granted under the Plan shall be evidenced by agreements which shall be subject to applicable provisions of the Plan, and such other provisions as the Committee may adopt, including the provisions set forth in paragraphs 2 through 11 of this Section 6. 6.3 All Stock Options granted hereunder must be granted within ten years from the earlier of the date of this Plan is adopted or approved by the Company's shareholders. 6.4 No Stock Option granted to any employee or 10% Shareholder shall be exercisable after the expiration of ten years from the date such NQSO is granted. The Committee, in its discretion, may provide that an Option shall be exercisable during such ten year period or during any lesser period of time. The Committee may establish installment exercise terms for a Stock Option such that the NQSO becomes fully exercisable in a series of cumulating portions. If an Optionee shall not, in any given installment period, purchase all the Shares which such Optionee is entitled to purchase within such installment period, such Optionee's right to purchase any Shares not purchased in such installment period shall continue until the expiration or sooner termination of such NQSO. The Committee may also accelerate the exercise of any NQSO. However, no NQSO, or any portion thereof, may be exercisable until thirty (30) days following date of grant ("30-Day Holding Period."). 6.5 A Stock Option, or portion thereof, shall be exercised by delivery of (i) a written notice of exercise of the Company specifying the number of shares to be purchased, and (ii) payment of the full price of such Shares, as fully set forth in paragraph 6 of this Section 6. No NQSO or installment thereof shall be exercisable except with respect to whole shares, and fractional share interests shall be disregarded. Not less than 100 Shares may be purchased at one time unless the number purchased is the total number at the time available for purchase under the NQSO. Until the Shares represented by an exercised NQSO are issued to an Optionee, he or she shall have none of the rights of a shareholder. 6.6 The exercise price of a Stock Option, or portion thereof, may be paid: A. In United States dollars, in cash or by cashier's check, certified check, bank draft or money order, payable to the order of the Company in an amount equal to the option price; or B. At the discretion of the Committee, through the delivery of fully paid and nonassessable Shares, with an aggregate Fair Market Value on the date the NQSO is exercised equal to the option price, provided such tendered Shares have been owned by the Optionee for at least one year prior to such exercise; or C. By a combination of both A and B above. The Committee shall determine acceptable methods for tendering Shares as payment upon exercise of a Stock Option and may impose such limitations and prohibitions on the use of Shares to exercise an NQSO as it deems appropriate. 6.7 With the Optionee's consent, the Committee may cancel any Stock Option issued under this Plan and issue a new NQSO to such Optionee. 6.8 Except by will or the laws of descent and distribution, no right or interest in any Stock Option granted under the Plan shall be assignable or transferable, and no right or interest of any Optionee shall be liable for, or subject to, any lien, obligation or liability of the Optionee. Stock Options shall be exercisable during the Optionee's lifetime only by the Optionee or the duly appointed legal representative of an incompetent Optionee. 6.9 If the Optionee shall die while associated with the Company or within three months after termination of such association, the personal representative or administrator of the Optionee's estate or the person(s) to whom an NQSO granted hereunder shall have been validly transferred by such personal representative or administrator pursuant to the Optionee's will or the laws of descent and distribution, shall have the right to exercise the NQSO for one year after the date of the Optionee's death, to the extent (i) such NQSO was exercisable on the date of such termination of employment by death, and (ii) such NQSO was not exercised, and (iii) the exercise period may not be extended beyond the expiration of the term of the Option. No transfer of a Stock Option by the will of an Optionee or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferee of the terms and conditions by such Stock Option. In the event of death following termination of the Optionee's association with the Company while any portion of an NQSO remains exercisable, the Committee, in its discretion, may provide for an extension of the exercise period of up to one year after the Optionee's death but not beyond the expiration of the term of the Stock Option. 6.10 Any Optionee who disposes of Shares acquired on the exercise of a NQSO by sale or exchange either (i) within two years after the date of the grant of the NQSO under which the stock was acquired, or (ii) within one year after the acquisition of such Shares, shall notify the Company of such disposition and of the amount realized upon such disposition. The transfer of Shares may also be by applicable provisions of the Securities Act of 1933, as amended. 7. ADJUSTMENTS OR CHANGES IN CAPITALIZATION 7.1 In the event that the outstanding Shares of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend: A. Prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to Stock Options which may be granted under the Plan, such that the Optionee shall have the right to purchase such Shares as may be issued in exchange for the Shares purchasable on exercise of the NQSO had such merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split-up or stock dividend not taken place; B. Rights under unexercised Stock Options or portions thereof granted prior to any such change, both as to the number or kind of shares and the exercise price per share, shall be adjusted appropriately, provided that such adjustments shall be made without change in the total exercise price applicable to the unexercised portion of such NQSO's but by an adjustment in the price for each share covered by such NQSO's; or C. Upon any dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Stock Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his NQSO in whole or in part, to the extent that it shall not have been exercised, without regard to any installment exercise provisions in such NQSO. 7.2 The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan on account of any such adjustments. 8. MERGER, CONSOLIDATION OR TENDER OFFER 8.1 If the Company shall be a party to a binding agreement to any merger, consolidation or reorganization or sale of substantially all the assets of the Company, each outstanding Stock Option shall pertain and apply to the securities and/or property which a shareholder of the number of Shares of the Company subject to the NQSO would be entitled to receive pursuant to such merger, consolidation or reorganization or sale of assets. 8.2 In the event that: A. Any person other than the Company shall acquire more than 20% of the Common Shares of the Company through a tender offer, exchange offer or otherwise; B. A change in the "control" of the Company occurs, as such term is defined in Rule 405 under the Securities Act of 1933; C. There shall be a sale of all or substantially all of the assets of the Company; any then outstanding Stock Option held by an Optionee, who is deemed by the Committee to be a statutory officer ("Insider") for purposes of Section 16 of the Securities Exchange Act of 1934 shall be entitled to receive, subject to any action by the Committee revoking such an entitlement as provided for below, in lieu of exercise of such Stock Option, to the extent that it is then exercisable, a cash payment in an amount equal to the difference between the aggregate exercise price of such NQSO, or portion thereof, and, (i) in the event of an offer or similar event, the final offer price per share paid for Shares, or such lower price as the Committee may determine to conform an option to preserve its Stock Option status, times the number of Shares covered by the NQSO or portion thereof, or (ii) in the case of an event covered by B or C above, the aggregate Fair Market Value of the Shares covered by the Stock Option, as determined by the Committee at such time. 8.3 Any payment which the Company is required to make pursuant to paragraph 8.2 of this Section 8 shall be made within 15 business days, following the event which results in the Optionee's right to such payment. In the event of a tender offer in which fewer than all the shares which are validly tendered in compliance with such offer are purchased or exchanged, then only that portion of the shares covered by an NQSO as results from multiplying such shares by a fraction, the numerator of which is the number of Shares acquired pursuant to the offer and the denominator of which is the number of Shares tendered in compliance with such offer shall be used to determine the payment thereupon. To the extent that all or any portion of a Stock Option shall be affected by this provision, all or such portion of the NQSO shall be terminated. 8.4 Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote and resolution, unilaterally revoke the benefits of the above provisions; provided, however, that such vote is taken no later than ten business days following public announcement of the intent of an offer or the change of control, whichever occurs earlier. 9. AMENDMENT AND TERMINATION OF PLAN 9.1 The Board may at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time in such respects as the Board may deem appropriate and in the best interest of the Company. 9.2 No amendment, suspension or termination of this Plan shall, without the Optionee's consent, alter or impair any of the rights or obligations under any Stock Option theretofore granted to him under the Plan. 9.3 The Board may amend the Plan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of Stock Options meeting the requirements of future amendments or issued regulations, if any, to the Code. 9.4 No NQSO may be granted during any suspension of the Plan or after termination of the Plan. 10. GOVERNMENT AND OTHER REGULATIONS 10.1 The obligation of the Company to issue, transfer and deliver Shares for Stock Options exercised under the Plan shall be subject to all applicable laws, regulations, rules, orders and approval which shall then be in effect and required by the relevant stock exchanges on which the Shares are traded and by government entities as set forth below or as the Committee in its sole discretion shall deem necessary or advisable. Specifically, in connection with the Securities Act of 1933, as amended, upon exercise of any Stock Option, the Company shall not be required to issue Shares unless the Committee has received evidence satisfactory to it to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, take any other affirmative action in order to cause the exercise of a Stock Option or the issuance of Shares pursuant thereto to comply with any law or regulation of any government authority. 11. MISCELLANEOUS PROVISIONS 11.1 No person shall have any claim or right to be granted a Stock Option or Stock under the Plan, and the grant of an NQSO or Stock under the Plan shall not be construed as giving an Optionee or Stockholder the right to be retained by the Company. Furthermore, the Company expressly reserves the right at any time to terminate its relationship with an Optionee with or without cause, free from any liability, or any claim under the Plan, except as provided herein, in an option agreement, or in any agreement between the Company and the Optionee. 11.2 Any expenses of administering this Plan shall be borne by the Company. 11.3 The payment received from Optionee from the exercise of Stock Options under the Plan shall be used for the general corporate purposes of the Company. 11.4 The place of administration of the Plan shall be in the State of Georgia, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Georgia. 11.5 Without amending the Plan, grants may be made to persons who are foreign nationals or employed outside the United States, or both, on such terms and conditions, consistent with the Plan's purpose, different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to create equitable opportunities given differences in tax laws in other countries. 11.6 In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Stock Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same, with counsel acceptable to the Optionee, before such Committee member undertakes to handle and defend it on his own behalf. 11.7 Stock Options may be granted under this Plan from time to time, in substitution for stock options held by employees of other corporations who are about to become employees of the Company as the result of a merger or consolidation of the employing corporation with the Company or the acquisition by the Company of the assets of the employing corporation or the acquisition by the Company of stock of the employing corporation as a result of which it becomes a subsidiary of the Company. The terms and conditions of such substitute stock options so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board of Directors of the Company at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted, but no such variations shall be such as to affect the status of any such substitute stock options as a stock option under Section 422A of the Code. 11.8 Notwithstanding anything to the contrary in the Plan, if the Committee finds by a majority vote, after full consideration of the facts presented on behalf of both the Company and the Optionee, that the Optionee has been engaged in fraud, embezzlement, theft, insider trading in the Company's stock, commission of a felony or proven dishonesty in the course of his association with the Company or any subsidiary corporation which damaged the Company or any subsidiary corporation, or for disclosing trade secrets of the Company or any subsidiary corporation, the Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's under which the Company has not yet delivered the certificates and which have been earlier granted to the Optionee by the Committee. The decision of the Committee as to the cause of an Optionee's discharge and the damage done to the Company shall be final. No decision of the Committee, however, shall affect the finality of the discharge of such Optionee by the Company or any subsidiary corporation in any manner. 12. WRITTEN AGREEMENT 12.1 Each Stock Option granted hereunder shall be embodied in a written Stock Option Agreement which shall be subject to the terms and conditions prescribed above and shall be signed by the Optionee and by the President or any Vice President of the Company, for and in the name and on behalf of the Company. Such Stock Option Agreement shall contain such other provisions as the Committee, in its discretion shall deem advisable. Number of Shares: Date of Grant: ---------------------- ---------- FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT made this __________ day of ________________________ 200_ , between ____________________________________ (the "Optionee"), and Ingen Technologies, Inc., a Georgia corporation (the "Company"). 1. GRANT OF OPTION The Company, pursuant to the provisions of the Non-qualified Stock Compensation Plan (the "Plan"), adopted by the Board of Directors on January 22, 2007, the Company hereby grants to the Optionee, subject to the terms and conditions set forth or incorporated herein, an option to purchase from the Company all or any part of an aggregate of _________ shares of its $.001 par value ____________ (common or preferred) stock, as such stock is now constituted, at the purchase price of $ per share. The provisions of the Plan governing the terms and conditions of the Option granted hereby are incorporated in full herein by reference. 2. EXERCISE The Option evidenced hereby shall be exercisable in whole or in part on or after _____________ and on or before__________________________________, provided that the cumulative number of shares of stock as to which this Option may be exercised (except in the event of death, retirement, or permanent and total disability, as provided in paragraph 6.9 of the Plan) shall not exceed the following amounts: Cumulative Number Prior to Date of Shares (Note Inclusive of) --------- ------------------- The Option evidenced hereby shall be exercisable by the delivery to and receipt by the Company of (i) written notice of election to exercise, in the form set forth in Attachment B hereto, specifying the number of shares to be purchased; (ii) accompanied by payment of the full purchase price thereof in cash or certified check payable to the order of the Company, or by fully paid and nonassessable stock of the Company properly endorsed over to the Company, or by a combination thereof, and (iii) by return of this Stock Option Agreement for endorsement of exercise by the Company on Schedule I hereof. In the event fully paid and nonassessable stock is submitted as whole or partial payment for shares to be purchased hereunder, such stock will be valued at their Fair Market Value (as defined in the Plan) on the date such shares received by the Company are applied to payment of the exercise price. 3. TRANSFERABILITY The Option evidenced hereby is not assignable or transferable by the Optionee other than by the Optionee's will or by the laws of descent and distribution, as provided in paragraph 6.9 of the Plan. The Option shall be exercisable only by the Optionee during his or her lifetime. BY ------------------------------------------- Name: Title: Acknowledged: - -------------------------------------- Secretary Optionee hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts this Option subject to each and every term and provision of such Plan. Optionee hereby agrees to accept as binding, conclusive and final, all decisions or interpretations of the Board of Directors or Committee administering the Plan on any questions arising under such Plan. Optionee recognizes that if Optionee's employment with the Company or any subsidiary thereof shall be terminated without cause, or by the Optionee, prior to completion or satisfactory performance by Optionee (except as otherwise provided in paragraph 6 of the Plan) all of the Optionee's rights hereunder shall thereupon terminate; and that, pursuant to paragraph 6 of the Plan, this Option may not be exercised while there is outstanding to Optionee any unexercised Stock Option granted to Optionee before the date of grant of this Option. Dated: ------------- ---------------------------------------- Optionee ---------------------------------------- Print Name ---------------------------------------- Address ---------------------------------------- Social Security ATTACHMENT B NOTICE OF EXERCISE To: Ingen Technologies, Inc. (1) The undersigned hereby elects to purchase ________ shares of __________ (common or preferred) Shares (the "Shares"), of Ingen Technologies, Inc., a Georgia corporation, pursuant to the terms of the attached Non-Qualified Stock Option Agreement, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: ------------------------------- (Name) ------------------------------- (Address) Dated: ------------------------------- Signature Optionee: Date of Grant: ------------------------- ----------------- SCHEDULE I =============== =============== =============== =============== ================ DATE SHARES PAYMENT UNEXERCISED ISSUING PURCHASED RECEIVED SHARES OFFICER REMAINING INITIALS - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- - --------------- --------------- --------------- --------------- ---------------- =============== =============== =============== =============== ================ EX-99.2 3 ingen_8k-ex9902.txt BOARD OF DIRECTORS RESOLUTION 2007.2 Exhibit 99.2 INGEN TECHNOLOGIES, INC. DIRECTORS' RESOLUTION 2007.2 BE IT KNOWN THAT, on the 18th day of January, 2007, at a duly constituted special meeting of the Directors of Ingen Technologies, Inc., the following resolution was voted and approved upon motion duly made and seconded. The Board approves the Company's issuance of the non-qualified stock option certificates as included herewith (below as exhibits) to Scott Sand, Richard Weed, Francis McDermott and Pete Wilke. Management has represented to us that fully executed copies of all 4 certificates are in the company's files in the corporate office. CERTIFICATION BY SECRETARY I am the Secretary of Ingen Technologies, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Ingen Technologies, Inc. on January 18, 2007 in accordance with the provisions of our Bylaws. IN WITNESS WHEREOF, I have this 18th day of January, 2007 subscribed my name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists). /s/ Thomas J. Neavitt - ---------------------------------------- Secretary of Corporation WAIVER OF NOTICE The undersigned Directors of Ingen Technologies, Inc. hereby waive notice of the special Directors' meeting held on January 18, 2007. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts. /s Scott R. Sand /s/ Curt Miedema - -------------------------------------- ------------------------------ Scott R. Sand Curt Miedema (abstained as to his certificate only) /s/ Chris Wirth /s/ Yong Sin Khoo - -------------------------------------- ------------------------------ Chris Wirth Yong Sin Khoo /s/ Stephen O'Hara /s/ John Finazzo - -------------------------------------- ------------------------------ Stephen O'Hara John Finazzo EXHIBITS (4 CERTIFICATES) TO RESOLUTION 2007.2 - -------------------------------------------------------------------------------- INGEN TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION CERTIFICATE - SCOTT R. SAND This Non-Qualified Stock Option Certificate (the "Certificate") is made and entered into as of the 21st day of September, 2006 (the "Date of Grant"), by and between Ingen Technologies, a Georgia corporation (the "Corporation") and Scott R. Sand ("Optionee"). The parties hereto agree as follows: 1. GRANT OF OPTION. Subject to and upon the terms, conditions and other provisions set forth in this Certificate, the Administrator has granted to Optionee, on the Date of Grant, a Non-Qualified Stock Option (the "Option") to purchase up to one million five hundred thousand shares (1,500,000) of Common Stock (the "Shares"), of the Corporation from time to time during the Option Term (as defined below) for $.04 per Share (the "Option Price"). 2. OPTION TERM. The specified term of the Option shall be the period commencing on the Date of Grant and, unless sooner terminated in accordance with Paragraph 6 hereof, expiring on the five (5) year anniversary of the last year in which the Optionee may exercise a portion of the option (the "Option Term"). Upon the expiration of the Option Term, or upon its sooner termination under Paragraph 6, this Option shall cease to be exercisable and shall have no further force or effect whatsoever. 3. EXERCISE RATE. The Option is split into five (5) co-equal amounts of three hundred thousand (300,000) shares. Each one-fifth of the Option may not be exercised until the one (1) year anniversary of the Option's Date of Grant; one-fifth of the Shares subject to the Option may be purchased on or after such 1-year anniversary of the Option's Date of Grant; and an additional one-fifth of the Shares subject to the Option may be purchased on or after each of the second, third, fourth and fifth 1-year anniversaries, respectively, of the Option's Date of Grant, but prior to the Option's expiration or termination. 4. MANNER OF EXERCISE. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, the representative of Optionee's estate or the heirs of the deceased Optionee, as the case may be) must take the following actions: (i) deliver a duly signed notice in writing of such exercise, together with this Certificate and the full purchase price of the Shares purchased pursuant to the exercise of the Option, to the Treasurer or an officer of the Corporation appointed by the Chairman of the Board for the purpose of receiving the same; and (ii) pay the full purchase price in cash or by check payable to the order of the Corporation (or by such other methods as the Administrator may permit from time to time). 5. OPTION NON-TRANSFERABLE; EXCEPTION. The Option may be exercised during Optionee's lifetime only by Optionee. The Option shall be non-transferable and non-assignable by Optionee (and any attempted transfer or assignment shall be void and of no effect) except to the extent that the representatives of the estate or the heirs of the deceased Optionee may be permitted by will or by the laws of descent and distribution to exercise the Option. 6. TERMINATION OF EMPLOYMENT OR SERVICE. If Optionee's employment or service with the Company terminates by reason of death or Disability, the Option may thereafter be immediately exercised, to the extent then exercisable (or on such accelerated basis as the Administrator shall determine at or after grant), by the legal representative of Optionee, by the legal representative of the estate of Optionee or by the legatee of Optionee under the will of Optionee, for a period of at least twenty four (24) months from the date of such death or disability (or for the period of time remaining in the Option Term if less than 24 months). Except as otherwise provided in this paragraph or otherwise determined by the Administrator, if Optionee's employment or service with the Company terminates for any reason other than death or Disability, Optionee must exercise his or her or its stock options (including this Option) within the term of the Option. If the employment or service of Optionee with the Corporation shall be terminated because of the Optionee's violation of the duties of such employment or service with the Corporation as Optionee may from time to time have, the existence of which violation shall be determined by the Administrator in its sole discretion and which determination by the Administrator shall be conclusive, the Option shall terminate immediately upon the termination of Optionee's employment or service with the Corporation and Optionee shall have no right after such termination to exercise the Option. The provisions of this paragraph apply only to employees of the Corporation (and not to consultants, service providers and other Option Agreement and Certificates). 7. CERTIFICATES. Within a reasonable time after the exercise of the Option, the Corporation shall cause to be delivered to Optionee or the representative of Optionee's estate, a certificate for the Shares purchased pursuant to the exercise of the Option. Certificates for Shares shall bear all legends as may be required by law, or as the Corporation may deem necessary to effectuate the provisions of this Certificate (including, without limitation, the Corporation's right of first refusal related to third-party offers) and the Corporation may issue stop transfer orders in respect thereof. Neither Optionee nor the representative of Optionee's estate shall be deemed to be the holder of, or to have any of the rights of a stockholder with respect to, any Shares unless and until the Option shall have been exercised pursuant to the terms hereof, the Corporation shall have issued and delivered Shares to Optionee (or such representative) and the Optionee's (or representative's) name shall have been entered as a stockholder of record on the books of the Corporation. 8. LIABILITY OF CORPORATION. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this Option shall relieve the Corporation of any liability in respect of the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. This Certificate shall in no way affect the right of the Corporation to make changes in its capital or business structure or to merge, consolidate, reorganize, dissolve, liquidate or sell, transfer, exchange or dispose of all or any part of its business or assets. 9. TAX WITHHOLDING. The Corporation shall deduct and withhold such amounts under any federal, state or local tax rules or regulations as it deems appropriate with respect to the issuance of Shares pursuant to the exercise of the Option. In any event, Optionee (or such other person with respect to whom such withholding may arise) shall make available to the Corporation, promptly when required, sufficient funds to meet the requirements of such withholding; and the Administrator shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to the Corporation when required. 10. ADJUSTMENT IN SHARES. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, an appropriate substitution or adjustment shall be made in the kind, number and option price of shares subject to the Option (to the extent it has not been exercised as of such date of any such merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock) as may be determined by the Administrator, in its sole discretion, provided that the number of shares subject to this Option shall always be a whole number. 11. NO CONTRACT. Nothing contained herein shall be construed to confer upon Optionee any right to continue Optionee's relationship with the Corporation in any capacity or to derogate from any right of the Corporation to request the resignation of, or discharge, Optionee at any time, with or without cause. 12. AMENDMENT. The Board of Directors may without the consent of Optionee, at any time amend, alter or discontinue the terms and conditions of the Option; provided that no amendment, alteration, or discontinuation shall be made that would impair the rights of the Optionee under this Option without Optionee's consent. 13. NOTICE. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail or FedEx, postage or delivery charges (as applicable) prepaid, addressed as follows: to the Corporation or any officer of the Corporation or the Administrator or any member thereof, at the Corporation's offices at 35193 Avenue "A," Suite-C, Yucaipa, California, 92399 or at such other address as the Corporation, or any other such person, by notice to Optionee, may designate in writing from time to time; to Optionee, at Optionee's last known address as reflected in the Corporation's records or at such other address as Optionee, by notice to the Corporation, may designate in writing from time to time. Notices shall be effective upon receipt. 14. CONSTRUCTION. This Certificate and the conditions evidenced hereby are made and granted pursuant to, and are subject to all of the terms and conditions of this contract and the terms, conditions and definitions of which are hereby incorporated as though set forth in their entirety, and the receipt of a copy of which Optionee hereby acknowledges by his signature below. A determination by the Administrator as to any questions which may arise with respect to the interpretation of the provisions of the Certificate, the Option shall be final and non-appealable, except to the extent of an arbitrary and capricious standard of care. The Administrator may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of this contract, as it may deem advisable. 15. GOVERNING LAW. Except as required by the corporate law of the State of Georgia, the provisions of this Certificate and the Option shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the principles of conflict of laws. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived. Any litigation brought by the parties shall be filed within San Bernardino County, California. IN WITNESS WHEREOF, the duly authorized officer of the Corporation identified below and Optionee have executed this Certificate as of the date first written above. INGEN TECHNOLOGIES, INC. By: /s/ Thomas J. Neavitt ------------------------------------- Thomas J. Neavitt (Secretary) AGREED TO AND ACKNOWLEDGED BY OPTIONEE: /s/ Scott R. Sand - ---------------------------------- Scott R. Sand INGEN TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION CERTIFICATE - RICHARD WEED This Non-Qualified Stock Option Certificate (the "Certificate") is issued and delivered to memorialize the terms of various option grants by and between Ingen Technologies, Inc., a Georgia corporation (the "Corporation") and Richard Weed, as designee for Weed & Co. LLP ("Optionee"). WHEREAS, the Corporation entered a fee agreement with Weed & Co. LLP dated August 6, 2004 and amended the fee agreement by letter agreement dated January 18, 2006. NOW, THEREFORE, based upon the agreements between the Corporation and Optionee, the Optionee holds the following stock options: (i) an option to purchase 1,000,000 shares of common stock at $.10 per share expiring August 6, 2009 (Granted under the August 6, 2004 fee agreement and priced on August 6, 2004); (ii) an option to purchase 1,000,000 shares of common stock at $.027875 per share expiring February 6, 2010 (Granted under the August 6, 2004 fee agreement and priced February 6, 2005); (iii) an option to purchase 100,000 shares of common stock at $.25 per share expiring December 31, 2011 (Granted under the letter agreement dated January 18, 2006 and priced January 18, 2006); (iv) an option to purchase 100,000 shares of common stock at $.09 per share expiring December 31, 2011 (Granted under the letter agreement dated January 18, 2006 and priced July 18, 2006); (v) an option to purchase 100,000 shares of common stock at $.06 per share expiring January 18, 2007 (Granted under the letter agreement dated January 18, 2006 and priced January 18, 2007); Further, every six months that this agreement remains in effect, the Corporation shall grant to Richard O. Weed an option to purchase an additional 100,000 shares of the Corporation's common stock at a price equal to 125% of the average closing bid price for the 10 days immediately prior to the date of the grant. All stock options are non-transferable and will expire unless exercised on or before December 31, 2011 or 5 years from the date of the grant, whichever is later. The Corporation has agreed to promptly register the shares of common stock underlying the stock options at its own expense. The stock options will not be subject to dilution (i.e. no adjustment to the number of shares or the exercise price) based upon any reverse split of the Corporation's common stock. The stock options shall be exercisable in whole or in part with a promissory note of less than 45 days duration or upon common "cashless exercise" terms. Lastly, on February 16, 2006, the Optionee exercised on a cashless exercise basis an option previously granted by the Corporation to purchase 1,000,000 shares at $.0103125 per share based upon the closing price of $.27 per share. The net effect was the issuance of 961,805 shares to Optionee. IN WITNESS WHEREOF, the duly authorized officer of the Corporation identified below and Optionee have executed this Certificate as of the date first written above. INGEN TECHNOLOGIES, INC. By: /s/ Scott R. Sand ------------------------------------ Scott R. Sand (CEO & Chairman) AGREED TO AND ACKNOWLEDGED BY OPTIONEE: /s/ Richard Weed - ---------------------------------- Richard Weed INGEN TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION CERTIFICATE - FRANCIS MCDERMOTT This Non-Qualified Stock Option Certificate (the "Certificate") is made and entered into as of the 7th day of November, 2006 (the "Date of Grant"), by and between Ingen Technologies, a Georgia corporation (the "Corporation") and Francis McDermott ("Optionee"). The parties hereto agree as follows: 1. GRANT OF OPTION. Subject to and upon the terms, conditions and other provisions set forth in this Certificate, the Administrator has granted to Optionee, on the Date of Grant, a Non-Qualified Stock Option (the "Option") to purchase up to two million shares (2,000,000) of Common Stock (the "Shares"), of the Corporation from time to time during the Option Term (as defined below) for $.06 per Share (the "Option Price"). 2. OPTION TERM. The specified term of the Option shall be the period commencing on the date of the sale of at least one million (1,000,000) OxyViewTM units by the Corporation and/or its assigns, and, unless sooner terminated in accordance with Paragraph 6 hereof, expiring on the five (5) year anniversary of the last year in which the Optionee may exercise a portion of the option (the "Option Term"). Upon the expiration of the Option Term, or upon its sooner termination under Paragraph 6, this Option shall cease to be exercisable and shall have no further force or effect whatsoever. 3. EXERCISE RATE. The Optionee may exercise all or a portion of the Option during the Option Term. 4. MANNER OF EXERCISE. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, the representative of Optionee's estate or the heirs of the deceased Optionee, as the case may be) must take the following actions: (i) deliver a duly signed notice in writing of such exercise, together with this Certificate and the full purchase price of the Shares purchased pursuant to the exercise of the Option, to the Treasurer or an officer of the Corporation appointed by the Chairman of the Board for the purpose of receiving the same; and (ii) pay the full purchase price in cash or by check payable to the order of the Corporation (or by such other methods as the Administrator may permit from time to time). 5. OPTION NON-TRANSFERABLE EXCEPTION. The Option may be exercised during Optionee's lifetime only by Optionee. The Option shall be non-transferable and non-assignable by Optionee (and any attempted transfer or assignment shall be void and of no effect) except to the extent that the representatives of the estate or the heirs of the deceased Optionee may be permitted by will or by the laws of descent and distribution to exercise the Option. TERMINATION OF EMPLOYMENT OR SERVICE. If Optionee's employment or service with the Company terminates by reason of death or Disability, the Option may thereafter be immediately exercised, to the extent then exercisable (or on such accelerated basis as the Administrator shall determine at or after grant), by the legal representative of Optionee, by the legal representative of the estate of Optionee or by the legatee of Optionee under the will of Optionee, for a period of at 6. least twenty four (24) months from the date of such death or disability (or for the period of time with the Company terminates for any reason other than death or Disability, Optionee must exercise his or her or its stock options (including this Option) within the term of the Option. 1 If the employment or service of Optionee with the Corporation shall be terminated because of the Optionee's violation of the duties of such employment or service with the Corporation as Optionee may from time to time have, the existence of which violation shall be determined by the Administrator in its sole discretion and which determination by the Administrator shall be conclusive, the Option shall terminate immediately upon the termination of Optionee's employment or service with the Corporation and Optionee shall have no right after such termination to exercise the Option. The provisions of this paragraph apply only to employees of the Corporation (and not to consultants, service providers and other Option Agreement and Certificates). 7. CERTIFICATES. Within a reasonable time after the exercise of the Option, the Corporation shall cause to be delivered to Optionee or the representative of Optionee's estate, a certificate for the Shares purchased pursuant to the exercise of the Option. Certificates for Shares shall bear all legends as may be required by law, or as the Corporation may deem necessary to effectuate the provisions of this Certificate (including, without limitation, the Corporation's right of first refusal related to third-party offers) and the Corporation may issue stop transfer orders in respect thereof. Neither Optionee nor the representative of Optionee's estate shall be deemed to be the holder of, or to have any of the rights of a stockholder with respect to, any Shares unless and until the Option shall have been exercised pursuant to the terms hereof, the Corporation shall have issued and delivered Shares to Optionee (or such representative) and the Optionee's (or representative's) name shall have been entered as a stockholder of record on the books of the Corporation. 8. LIABILITY OF CORPORATION. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this Option shall relieve the Corporation of any liability in respect of the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. This Certificate shall in no way affect the right of the Corporation to make changes in its capital or business structure or to merge, consolidate, reorganize, dissolve, liquidate or sell, transfer, exchange or dispose of all or any part of its business or assets. 9. TAX WITHHOLDING. The Corporation shall deduct and withhold such amounts under any federal, state or local tax rules or regulations as it deems appropriate with respect to the issuance of Shares pursuant to the exercise of the Option. In any event, Optionee (or such other person with respect to whom such withholding may arise) shall make available to the Corporation, promptly when required, sufficient funds to meet the requirements of such withholding; and the Administrator shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to the Corporation when required. 10. ADJUSTMENT IN SHARES. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, an appropriate substitution or adjustment shall be made in the kind, number and option price of shares subject to the Option (to the extent it has not been exercised as of such date of any such merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock) as may be determined by the Administrator, in its sole discretion, provided that the number of shares subject to this Option shall always be a whole number. 2 11. NO CONTRACT. Nothing contained herein shall be construed to confer upon Optionee any right to continue Optionee's relationship with the Corporation in any capacity or to derogate from any right of the Corporation to request the resignation of, or discharge, Optionee at any time, with or without cause. 12. AMENDMENT. The Board of Directors may without the consent of Optionee, at any time amend, alter or discontinue the terms and conditions of the Option; provided that no amendment, alteration, or discontinuation shall be made that would impair the rights of the Optionee under this Option without Optionee's consent. 13. NOTICE. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail or FedEx, postage or delivery charges (as applicable) prepaid, addressed as follows: to the Corporation or any officer of the Corporation or the Administrator or any member thereof, at the Corporation's offices at 35193 Avenue "A," Suite-C, Yucaipa, California, 92399 or at such other address as the Corporation, or any other such person, by notice to Optionee, may designate in writing from time to time; to Optionee, at Optionee's last known address as reflected in the Corporation's records or at such other address as Optionee, by notice to the Corporation, may designate in writing from time to time. Notices shall be effective upon receipt. 14. CONSTRUCTION. This Certificate and the conditions evidenced hereby are made and granted pursuant to, and are subject to all of the terms and conditions of this contract and the terms, conditions and definitions of which are hereby incorporated as though set forth in their entirety, and the receipt of a copy of which Optionee hereby acknowledges by his signature below. A determination by the Administrator as to any questions which may arise with respect to the interpretation of the provisions of the Certificate, the Option shall be final and non- appealable, except to the extent of an arbitrary and capricious standard of care. The Administrator may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of this contract, as it may deem advisable. 15. GOVERNING LAW. Except as required by the corporate law of the State of Georgia, the provisions of this Certificate and the Option shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the principles of conflict of laws. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived. Any litigation brought by the parties shall be filed within San Bernardino County, California. IN WITNESS WHEREOF, the duly authorized officer of the Corporation identified below and Optionee have executed this Certificate as of the date first written above. INGEN TECHNOLOGIES, INC. By: /s/ Scott R. Sand ------------------------------------ Scott R. Sand (CEO & Chairman) AGREED TO AND ACKNOWLEDGED BY OPTIONEE: /s/ Francis McDermott - ---------------------------------- Francis McDermott 3 INGEN TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION CERTIFICATE - PETER WILKE This Non-Qualified Stock Option Certificate (the "Certificate") is made and entered into as of the 29th day of December, 2006 (the "Date of Grant"), by and between Ingen Technologies, a Georgia corporation (the "Corporation") and Peter Wilke (on behalf of Wilke LLC) ("Optionee"). The parties hereto agree as follows: 1. GRANT OF OPTION. Subject to and upon the terms, conditions and other provisions set forth in this Certificate, the Administrator has granted to Optionee, in the name of Wilke LLC, on the Date of Grant, a Non-Qualified Stock Option (the "Option") to purchase up to one million shares (1,000,000) of Preferred Stock (the "Shares"), of the Corporation from time to time during the Option Term (as defined below) for $.04 per Share (the "Option Price"). 2. OPTION TERM. The specified term of the Option shall be the period commencing on the Date of Grant and, unless sooner terminated in accordance with Paragraph 6 hereof, expiring on the five (5) year anniversary of the last year in which the Optionee may exercise the option (the "Option Term"). Upon the expiration of the Option Term, or upon its sooner termination under Paragraph 6, this Option shall cease to be exercisable and shall have no further force or effect whatsoever. 3. EXERCISE RATE. The Optionee may exercise all or a portion of the Option during the Option Term. 4. MANNER OF EXERCISE. In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, the representative of Optionee's estate or the heirs of the deceased Optionee, as the case may be) must take the following actions: (iii) deliver a duly signed notice in writing of such exercise, together with this Certificate and the full purchase price of the Shares purchased pursuant to the exercise of the Option, to the Treasurer or an officer of the Corporation appointed by the Chairman of the Board for the purpose of receiving the same; and (iv) pay the full purchase price in cash or by check payable to the order of the Corporation (or by such other methods as the Administrator may permit from time to time). 5. OPTION NON-TRANSFERABLE; EXCEPTION. The Option may be exercised during Optionee's lifetime only by Optionee. The Option shall be non-transferable and non-assignable by Optionee (and any attempted transfer or assignment shall be void and of no effect) except to the extent that the representatives of the estate or the heirs of the deceased Optionee may be permitted by will or by the laws of descent and distribution to exercise the Option. 6. TERMINATION OF EMPLOYMENT OR SERVICE. If Optionee's employment or service with the Company terminates by reason of death or Disability, the Option may thereafter be immediately exercised, to the extent then exercisable (or on such accelerated basis as the Administrator shall determine at or after grant), by the legal representative of Optionee, by the legal representative of the estate of Optionee or by the legatee of Optionee under the will of Optionee, for a period of at least twenty four (24) months from the date of such death or disability (or for the period of time remaining in the Option Term if less than 24 months). Except as otherwise provided in this paragraph or otherwise determined by the Administrator, if Optionee's employment or service with the Company terminates for any reason other than death or Disability, Optionee must exercise his or her or its stock options (including this Option) within the term of the Option. If the employment or service of Optionee with the Corporation shall be terminated because of the Optionee's violation of the duties of such employment or service with the Corporation as Optionee may from time to time have, the existence of which violation shall be determined by the Administrator in its sole discretion and which determination by the Administrator shall be conclusive, the Option shall terminate immediately upon the termination of Optionee's employment or service with the Corporation and Optionee shall have no right after such termination to exercise the Option. The provisions of this paragraph apply only to employees of the Corporation (and not to consultants, service providers and other Option Agreement and Certificates). 7. CERTIFICATES. Within a reasonable time after the exercise of the Option, the Corporation shall cause to be delivered to Optionee or the representative of Optionee's estate, a certificate for the Shares purchased pursuant to the exercise of the Option. Certificates for Shares shall bear all legends as may be required by law, or as the Corporation may deem necessary to effectuate the provisions of this Certificate (including, without limitation, the Corporation's right of first refusal related to third-party offers) and the Corporation may issue stop transfer orders in respect thereof. Neither Optionee nor the representative of Optionee's estate shall be deemed to be the holder of, or to have any of the rights of a stockholder with respect to, any Shares unless and until the Option shall have been exercised pursuant to the terms hereof, the Corporation shall have issued and delivered Shares to Optionee (or such representative) and the Optionee's (or representative's) name shall have been entered as a stockholder of record on the books of the Corporation. 8. LIABILITY OF CORPORATION. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this Option shall relieve the Corporation of any liability in respect of the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. This Certificate shall in no way affect the right of the Corporation to make changes in its capital or business structure or to merge, consolidate, reorganize, dissolve, liquidate or sell, transfer, exchange or dispose of all or any part of its business or assets. 9. TAX WITHHOLDING. The Corporation shall deduct and withhold such amounts under any federal, state or local tax rules or regulations as it deems appropriate with respect to the issuance of Shares pursuant to the exercise of the Option. In any event, Optionee (or such other person with respect to whom such withholding may arise) shall make available to the Corporation, promptly when required, sufficient funds to meet the requirements of such withholding; and the Administrator shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds available to the Corporation when required. 10. ADJUSTMENT IN SHARES. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, an appropriate substitution or adjustment shall be made in the kind, number and option price of shares subject to the Option (to the extent it has not been exercised as of such date of any such merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock) as may be determined by the Administrator, in its sole discretion, provided that the number of shares subject to this Option shall always be a whole number. 11. NO CONTRACT. Nothing contained herein shall be construed to confer upon Optionee any right to continue Optionee's relationship with the Corporation in any capacity or to derogate from any right of the Corporation to request the resignation of, or discharge, Optionee at any time, with or without cause. 12. AMENDMENT. The Board of Directors may without the consent of Optionee, at any time amend, alter or discontinue the terms and conditions of the Option; provided that no amendment, alteration, or discontinuation shall be made that would impair the rights of the Optionee under this Option without Optionee's consent. 13. NOTICE. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail or FedEx, postage or delivery charges (as applicable) prepaid, addressed as follows: to the Corporation or any officer of the Corporation or the Administrator or any member thereof, at the Corporation's offices at 35193 Avenue "A," Suite-C, Yucaipa, California, 92399 or at such other address as the Corporation, or any other such person, by notice to Optionee, may designate in writing from time to time; to Optionee, at Optionee's last known address as reflected in the Corporation's records or at such other address as Optionee, by notice to the Corporation, may designate in writing from time to time. Notices shall be effective upon receipt. 14. CONSTRUCTION. This Certificate and the conditions evidenced hereby are made and granted pursuant to, and are subject to all of the terms and conditions of this contract and the terms, conditions and definitions of which are hereby incorporated as though set forth in their entirety, and the receipt of a copy of which Optionee hereby acknowledges by his signature below. A determination by the Administrator as to any questions which may arise with respect to the interpretation of the provisions of the Certificate, the Option shall be final and non-appealable, except to the extent of an arbitrary and capricious standard of care. The Administrator may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of this contract, as it may deem advisable. 15. GOVERNING LAW. Except as required by the corporate law of the State of Georgia, the provisions of this Certificate and the Option shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the principles of conflict of laws. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived. Any litigation brought by the parties shall be filed within San Bernardino County, California. IN WITNESS WHEREOF, the duly authorized officer of the Corporation identified below and Optionee have executed this Certificate as of the date first written above. INGEN TECHNOLOGIES, INC. By: /s/ Scott R. Sand ------------------------------------ Scott R. Sand (CEO & Chairman) AGREED TO AND ACKNOWLEDGED BY OPTIONEE: /s/ Peter Wilke - ---------------------------------- Peter Wilke (for Wilke LLC) -----END PRIVACY-ENHANCED MESSAGE-----