Exhibit 10.25
STOCK OPTION AGREEMENT DATED AS OF AUGUST 23, 1994
BY AND BETWEEN THE CORPORATION AND
XXXXXXX XXXXXXXX
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 23rd day of August, 1994, (the "Grant Date")
is made and entered into by and between XXXXXX XXXXXX, LTD., a New York
corporation with its principal offices located at 000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (the "Company") and Xxxxxxx Xxxxxxxx whose address is 000 Xxxx 00xx
Xxxxxx, Xxxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000 (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has approved the granting to
the Optionee of the option to purchase certain shares of common stock, par value
$.0001 per share ("Common Stock"); and
WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.
NOW, THEREFORE, the Company and the Optionee hereby agree as follows:
Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including August 1, 1999 (the "Termination Date") Twenty Thousand
(20,000) shares of Common Stock (the "Option Shares") at an exercise price of
$2.00 per share (the "Exercise Price")
Section 2. Termination of Options. To the extent not exercised, the Option
shall terminate on the Termination Date.
Section 3. Corporate Events. In the event of a proposed liquidation of the
Company, a proposed sale of all or substantially all of its assets or its Common
Stock, a proposed merger or consolidation, or a proposed separation or
reorganization, the Board of Directors may declare that the Option shall
terminate as of a date to be fixed by the Board of Directors; provided however,
that not less than thirty (30) days preceding the date of such termination, the
Optionee may exercise the Option in whole or in part. However, nothing set forth
herein shall (i) extend the term set for purchasing the Option Shares or (ii)
give the Optionee any rights or privileges as a stockholder of the Company prior
to Optionee's exercise of any of the Option Shares.
Section 4. Exercise of Option. The Option may be exercised in whole or in
part in accordance with the provisions of this Agreement by the Optionee's
tendering the Exercise Price (or a proportionate part thereof if the Option is
partially exercised) in immediately available funds. The Company shall cooperate
to the extent reasonably possible with the Optionee in an exercise pursuant to
which all or part of the Optionee Shares will be sold simultaneously with the
exercise of this Option with the broker-dealer participating in such sale being
irrevocably instructed to remit the proceeds from the exercise of the Option to
the Company upon settlement of the sale of the underlying Option Shares.
The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part or all of the
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Option Shares, subject to such exercise notice and an irrevocable order to such
broker to deliver to the Company (or its transfer agent) sufficient proceeds
from the sale of such Option Shares to pay the exercise price and any
withholding taxes. All documentation and procedures to be followed in connection
with such a "cashless exercise" shall be approved in advance by the Company,
which approval shall be expeditiously provided and not unreasonably withheld.
Section 5. Shares Certificates. Upon receipt of payment in full of the
Exercise Price, and after taking such steps as it deems necessary to satisfy any
withholding tax obligations imposed upon it by any level of government, the
Company will cause one or more stock certificates evidencing the Optionee's
ownership of the Option Shares so purchased by the Optionee to be issued to the
Optionee.
Section 6. Restrictions; Registration Rights. The Option and the Option
Shares have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Company agrees to register the Option Shares on Form S-8 with
the Securities and Exchange Commission. All Option Shares acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the Option
Shares shall bear an appropriate legend restricting their transfer. Such Option
Shares cannot be sold, transferred, assigned or otherwise hypothecated without
registration under the Act or unless a valid exemption from registration is then
available
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under applicable federal and state securities laws and the Optionee has
furnished the Company with an opinion of counsel satisfactory in form and
substance to the Company's counsel that such registration is not required.
Section 7. Default of Optionee. Should the Optionee at any time breach any
provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in addition and not in lieu of any other remedies
which the Company may have at law and/or in equity.
Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in stock splits, or combinations or exchanges of
shares of Common Stock, or otherwise, the number of Option Shares available for
purchase by the exercise of the Option, and the Exercise Price, shall be
proportionately adjusted by the Company.
Section 9. Miscellaneous Provisions.
(a) Notices. Unless otherwise specifically provided herein, all notices to
be given hereunder shall be in writing and sent to the parties by certified
mail, return receipt requested, which shall be addressed to each party's
respective address, as set forth in the first paragraph of this Agreement, or to
such other address as such party shall give to the other party hereto by a
notice given in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the United States mail
properly addressed and postage prepaid. If
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such notice is sent other than by the United States mail, such notice shall be
effective when actually received by the party being noticed.
(b) Assignment. This Agreement and the rights granted hereunder may not be
assigned in whole or in part by Optionee except by will or the laws of descent
and distribution, and the Option is exercisable during Optionee's lifetime only
by the Optionee. This Agreement may be assigned by the Company without the
consent of the Optionee.
(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.
(d) Gender. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms and the
singular form of nouns and pronouns shall include the plural and vice versa.
(e) Captions. The captions contained in this Agreement are inserted only as
a matter of convenience and in no way define, limit, extend or prescribe the
scope of this Agreement or the intent of any of the provisions hereof.
(f) Completeness and Modification. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the grant of stock options to the Optionee. This Agreement shall not terminated,
except in accordance with its terms, or amended in writing executed by all of
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the parties hereto.
(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.
(h) Severability. The invalidity or enforceability, in whole or in part, of
any covenant, promise or undertaking, or any section, subsection, paragraph,
sentence, clause phrase or word or of any provision of this Agreement shall not
affect the validity or enforceability of the remaining portions thereof.
(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
(j) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the heirs, successors, estate and personal representatives of the
Optionee and upon the successors and assigns of the Company.
(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to recover its costs, including reasonable
attorneys' fees, at the trial and all appellate levels form the other party
hereto, who was an adverse party to such litigation.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.
ATTEST: XXXXXX XXXXXX, LTD.
BY: /s/ Xxxxxx Xxxxxx
-------------------------
Xxxxxx Xxxxxx
President
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