EXHIBIT 10.13
DYNAMIC HEALTH PRODUCTS, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of this 12th day of March, 1999, between Dynamic
Health Products, Inc., a corporation existing under the laws of the State of
Florida (hereinafter referred to as the "Company"), and Xxxxx X. Xxxxxx
(hereinafter referred to as "Optionee").
In consideration of the guarantee by Optionee of the Company's credit
facilities in the aggregate principal amount of $4,000,000, the parties hereto
agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the
right and option hereinafter called "Option" to purchase all or any part of an
aggregate of 500,000 shares of its Common Stock (the "Shares") on the terms and
conditions herein set forth.
2. PURCHASE PRICE. The purchase price of the Shares covered by
the Option granted hereunder shall be the greater of Two Dollars fifty cents
($2.50) per Share.
3. EXPIRATION. Anything to the contrary contained therein
notwithstanding, the Option contained herein shall expire and shall in no event
be exercisable after five years after the date hereof
4. VESTING; EXERCISE RIGHTS; TERMINATION.
(a) The Option shall vest and shall be exercisable in two
equal annual installments of 166,666 shares each and one final annual
installment of 166,668, with the first installment vesting on April 1, 2000, the
second installment vesting April 1, 2001, and the third and final installment
vesting April 1, 2002.
(b) Anything to the contrary contained in this paragraph
4 notwithstanding, in the event that the Employment Agreement between the
Company and Optionee dated March 15th, 1999 is terminated for any reason other
than the death or disability of Optionee, all Options not vested at the time of
such termination shall automatically terminate.
5. RECAPITALIZATION, ETC. In the event after the date hereof of
any change in the outstanding Common Stock of the Corporation by reason of any
stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination, or exchange of shares, rights offering to purchase the
Common Stock at a price substantially below fair market value, or of any similar
change affecting the Common Stock, the number and kind of shares which
thereafter may be purchased hereunder and the purchase price per share thereof
shall be appropriately adjusted consistent with such change in such manner as
the Company's Board of Directors may deem equitable to prevent substantial
dilution or enlargement of the rights granted hereunder. The decision of the
Board of Directors in this respect shall be final and binding as Optionee.
6. DEATH. In the event of the death of the Optionee any option or
unexercised portion thereof granted to him, if otherwise vested and exercisable
by the Optionee at the date of death, may be exercised by his personal
representative, heirs, or legatees at any time prior to the expiration of twelve
(12) months after the date of the death of the Optionee, but in any event not
later than five years after the date hereof. All Options unvested at the time of
death shall terminate.
7. METHOD OF EXERCISE; PAYMENT. Vested options may be exercised
in whole at any time, or in part from time to time with respect to whole shares
only, within the period permitted for the
exercise thereof, and shall be exercised by delivery of written notice of intent
to exercise the Option with respect to a specified number of shares delivered to
the Company at its principal office accompanied by payment in full to the
Company at said office of the amount of the purchase price for the number of
shares of Stock with respect to which the Option is then being exercised, which
payment may be by any of the following means or any combination thereof: cash,
or certified or cashier's check payable to the Company or by cashless exercise.
8. RESTRICTIONS ON TRANSFERABILITY OF OPTION. This Option shall
not be transferable other than by a will of the Optionee or by the laws of
descent and distribution. During his lifetime, the Option shall be exercisable
only by the Optionee or by the Optionee's attorney-in-fact or conservator.
9. RIGHTS IN STOCK BEFORE ISSUANCE AND DELIVERY. No person shall
be entitled to the privileges of stock ownership in respect of any Shares
issuable upon exercise of this Option, unless and until such Shares have been
issued to such person as fully paid Shares.
10. REQUIREMENTS OF LAW. By accepting this Option, the Optionee
represents and agrees for himself or herself and his or her transferees by will
or the laws of descent and distribution that, unless a registration statement
under the Securities Act of 1933 is in effect as to Shares purchased upon
exercise of this Option, (a) any and all Shares so purchased shall be acquired
for his or her personal account and not with a view to or for a sale in
connection with any distribution, and (b) each notice of the exercise of any
portion of this Option shall be accompanied by a representation and warranty in
writing, signed by the person entitled to exercise the same, that the Shares are
being so acquired in good faith for his or her personal account and not with a
view to or for a sale in connection with any distribution. No certificate or
certificates for shares of stock purchased upon exercise of this Option shall be
issued and delivered unless and until, in the opinion of legal counsel for the
Company, such Shares may be issued and delivered without causing the Company to
be in violation of or incur any liability under any federal, state or other
securities law or other requirement of law or any regulatory body having
jurisdiction over the Company. Unless registered under applicable securities
laws, certificates evidencing shares of stock purchased upon exercise of this
Option shall bear a customary restrictive legend. Optionee understands that the
Common Stock of the Company issued upon exercise of the Option will not be
registered under applicable federal and state securities laws and will therefore
constitute "restricted securities" under applicable securities laws. Such common
stock may not be resold in the absence of registration under applicable
securities laws or exemption therefrom. The Company may require an opinion of
counsel acceptable to it that registration is not required upon any transfer of
the Shares. The undersigned understands that as a condition of exemption from
registration under federal securities laws, Optionee may be required to hold the
Common Stock for a period of one year after such Common Stock is issued and that
Optionee may be required to comply with other applicable provisions of
Securities and Exchange Commission Rule 144.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto concerning the subject matter hereot and
supersede all prior agreements, memoranda, correspondence, conversations and
negotiations.
12. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Florida as to all matters, including but not limited to matters of
validity, construction, effect, performance, and remedies. This Agreement shall
be binding upon the successors, assigns, and transferees of the undersigned.
13. NOTICES. All notices given hereunder must be in writing and
shall be deemed to have been properly given if: (i) personally delivered; (ii)
deposited for delivery by federal express or other nationally recognized
overnight courier services; or (iii) sent by registered or certified mail,
return
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receipt requested, first class postage prepaid; in each case addressed to the
party entitled to receive the same at the address specified below:
If to the Company: Dynamic Health Products, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxxx,
Chief Executive Officer
If to Optionee: Xxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxx Xxxxx.
Xxxxxxxx Xxxx, XX 00000
Either party may alter the address to which notice is to be sent by
giving notice of such change of address in conformity with the provisions set
forth above providing for the giving of notice.
IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement
to be duly executed by its officer thereunto duly authorized, and Optionee has
hereunto set his hand upon this Agreement to be effective as of the date and
year first written above.
OPTIONEE: COMPANY:
Dynamic Health Products, Inc.
/s/ XXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXXX
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(Signature) Xxxxxxx X. XxXxxxx,
Chief Executive Officer
0000 Xxxxxxxx Xxxxx Xx.
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(Street Address)
Xxxxxxxx Xxxx XX 00000
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(City) (State) (Zip Code)
###-##-####
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(Social Security Number)
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