ASSIGNMENT OF STOCK OPTION AGREEMENT
THIS ASSIGNMENT OF STOCK OPTION AGREEMENT is made and entered into as of
January 30, 1998, between XXXX X. XXXX ("Xxxx") and DAMARK INTERNATIONAL, INC.,
a Minnesota corporation ("Damark").
RECITALS
WHEREAS, Xxxx and Xxxxx X. Xxxx ("Xxxx") entered into that certain Stock
Option Agreement, dated March 1, 1991, as amended as of March 2, 1991 and as
further amended as of June 1, 1995 (the "Option Agreement"); and
WHEREAS, as of the date hereof, 456,548 shares of Class A Common Stock of
Damark held of record by Xxxx (the "Option Shares") remain subject purchase by
Xxxx under the Option Agreement at a purchase price determined as set forth
therein; and
WHEREAS, Xxxx wishes to assign and transfer all of his rights and
obligations under the Option Agreement to Damark, and Damark wishes to accept
such assignment,
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT AND TRANSFER. Xxxx hereby assigns and transfers to Damark
all of his rights and obligations under the Option Agreement, including without
limitation the right and obligation to purchase and pay for the Option Shares
at the time and in the manner set forth in the Option Agreement.
2. ACCEPTANCE OF ASSIGNMENT. By acceptance of this Assignment, Damark
hereby accepts the assignment and transfer set forth herein and agrees to be
bound by each of the terms, covenants and conditions of the Option Agreement.
3. PROXY AGREEMENT. The Irrevocable Proxy Agreement dated March 1, 1991
between Xxxx and Xxxx will remain in full force and effect, and Xxxx agrees to
vote the Option Shares at the 1998 annual meeting of the shareholders of Damark
in accordance with the recommendations of the Board of Directors of Damark.
4. FURTHER ASSURANCES. From time to time at the request of Damark and
without further consideration, Xxxx shall execute and deliver such other
instruments of transfer, conveyance and assignment in addition to this
Assignment and take such other action as Damark may reasonably require to more
effectively transfer, convey and assign to and vest in Damark the rights and
obligations transferred hereby.
IN WITNESS WHEREOF, Xxxx has executed this Assignment as of the day and
year set forth above.
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Xxxx X. Xxxx
DAMARK INTERNATIONAL, INC.
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By: Xxx X. Xxxxx
Its: Vice President - Finance
The undersigned, Xxxxx X. Xxxx, hereby consents and agrees to the above
Assignment of Stock Option Agreement as of this _____ day of February 1998.
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Xxxxx X. Xxxx
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