NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of September 15, 1997, between
RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter referred
to as the "COMPANY"), and XX XXXXXX (the "OPTIONEE"), at 00000 Xxxxx Xxxxxxxx
Xxxx Xxxxx, Xxxxxx, Xxxx 00000.
The Board of Directors of the COMPANY hereby grants an option on 50,000
shares of common stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $1.25 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable (i) by
the OPTIONEE, his personal representative, or his assignee, in whole or in
part in accordance with the terms of this Agreement, (ii) is exercisable from
the date hereof and on or before 10 years from the date of grant, and, (iii)
shall not be subject to adjustment in terms of the exercise price or the
number of shares issuable hereunder.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name
the shares are to be issued (if the shares are issued to individuals), the
names, addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY'S counsel; and
(c) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the OPTIONEE, be accompanied by proof, satisfactory to counsel for
the COMPANY, of the right of such person or persons to exercise the Option;
and
(d) Be accompanied by a payment for the purchase price of
those shares with respect to which the Option is being exercised in the form
of cash or check. The certificate or certificates for shares of Common Stock
as to which the Option shall be exercised shall be registered in the name of
the person or persons exercising the Option.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise
of this Option, the COMPANY may require the person exercising this Option to
comply with applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
EXHIBIT "A"
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4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an
amount equal to the number of shares which will be issued upon the exercise
of this Option. If the Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased shares which
were subject thereto shall be free from any restrictions occasioned by this
Option Agreement. If the COMPANY has been listed on a stock exchange, the
COMPANY will not be required to issue or deliver any certificate or
certificates for shares to be issued hereunder until such shares have been
listed (or authorized for listing upon official notice of issuance) upon each
stock exchange on which outstanding shares of the same class may then be
listed and until the COMPANY has taken such steps as may, in the opinion of
counsel for the CORPORATION, be required by law and applicable regulations,
including the rules and regulations of the Securities and Exchange
Commission, and state blue sky laws and regulations, in connection with the
issuance or sale of such shares, and the listing of such shares on each such
exchange. The COMPANY will use its best efforts to comply with any such
requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price
shall not be subject to mandatory adjustment upon a change in capitalization
or under any other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each
notice shall be deemed to have been given on the date it is received. Each
notice to the COMPANY shall be addressed to it at its principal office at
00000 X. Xxxxxxxx Xxxx Xxxxx, #000, Xxxxxx, Xxxx 00000, or to its then
primary business address, to the attention of the Secretary of the COMPANY.
Each notice to the OPTIONEE or other person or persons then entitled to
exercise the Option shall be addressed to the OPTIONEE or such other person
or persons at the OPTIONEE'S address set forth in the heading of this
Agreement. Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed
upon the OPTIONEE and all rights granted to the COMPANY under this Agreement
shall be binding upon the OPTIONEE's heirs, legal representatives, and
successors. This Agreement shall be the sole and exclusive source of any and
all rights which the OPTIONEE, his heirs, legal representatives, or
successors may have in respect to the Plan or any options or Common Stock
granted or issued thereunder, whether to him, or herself, or to any other
person.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this
Agreement to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE:
RENAISSANCE GOLF PRODUCTS, INC. -------------------------
a Delaware corporation XX XXXXXX
By: (CORPORATE SEAL)
-----------------------------
XXXX X. XXXXXXX,
Chief Executive Officer
EXHIBIT "A"
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