EXHIBIT 3
PAN AM CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
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(NON-EMPLOYEE DIRECTOR)
1. GRANT OF OPTION. In accordance with and subject to the terms and
conditions of (A) the Pan Am Corporation 1996 Stock Option Plan, as it may be
amended from time to time (the "PLAN"), a copy of which is attached hereto as
Exhibit A, and (B) this Nonqualified Stock Option Agreement (the "AGREEMENT"),
Pan Am Corporation, a Florida corporation (the "COMPANY"), grants to the
optionee identified on Schedule 1 attached hereto (the "OPTIONEE") a
nonqualified stock option (the "OPTION") to purchase the number of shares (the
"SHARES") of its Common Stock, $.0001 par value, set forth on Schedule 1, at the
option price set forth in Schedule 1.
2. ACCEPTANCE BY OPTIONEE. The exercise of the Option or any portion
thereof is conditioned upon acceptance by the Optionee of the terms and
conditions of this Agreement, as evidenced by his execution of Schedule 1 to
this Agreement and the delivery of an executed copy of Schedule 1 to the
Company.
3. VESTING OF OPTION. The Option shall become exercisable in
accordance with the vesting schedule set forth in Schedule 1.
4. EXPIRATION OF OPTION. The Option shall expire on the date set forth
in Schedule 1, and may not be exercised after such date.
5. PROCEDURE FOR EXERCISE. The Option may be exercised for the number
of Shares specified in a written notice delivered to the Company at least ten
days prior to the date on which purchase is requested, accompanied by full
payment, in the manner and subject to the terms and conditions set forth in the
Plan. Notwithstanding the foregoing, the Option may not be exercised as to less
than ten Shares at any time, or, if less than ten Shares, the number of Shares
subject to the Option. If any applicable law requires the Company to take any
action with respect to the Shares specified in such notice, or if any action
remains to be taken under the Articles of Incorporation or Bylaws of the Company
to effect due issuance of the Shares, then the Company shall take such action
and the day for delivery of such Shares shall be extended for the period
necessary to take such action. Neither the Optionee nor any other person
entitled to exercise the Option shall be, or have any rights or privileges of, a
shareholder of the Company in respect of any of the Shares issuable upon
exercise of the Option, unless and until the Shares are issued to the Optionee.
6. REPRESENTATIONS AS TO PURCHASE OF SHARES. As a condition of the
Company's obligation to issue Shares upon exercise of the Option, if requested
by the Company, the Optionee shall, concurrently with the delivery of the stock
certificate representing the Shares so purchased, give such written assurances
to the Company, in the form and substance that its
counsel reasonably requests, to the effect that the Optionee is acquiring the
Shares for investment and without any present intention of reselling or
redistributing the same in violation of any applicable law. In the event that
the Company elects to register under the Securities Act of 1933 and any
applicable state laws the Shares which are the subject of the Option, the
issuance of such Shares shall not be subject to the restrictions contained in
this paragraph 7.
7. COMPLIANCE WITH APPLICABLE LAW. The issuance of the Shares
pursuant to the exercise of this Option is subject to compliance with all
applicable laws, including without limitation laws governing withholding from
employees and nonresident aliens for income tax purposes.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
as of the Date of Grant set forth in Schedule 1.
PAN AM CORPORATION
By: /s/ XXXX X. XXXXXX, XX.
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Xxxx X. Xxxxxx, Xx., General Counsel and
Chief Financial Officer
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SCHEDULE 1
NONQUALIFIED STOCK OPTION AGREEMENT
Name of Optionee: Xxxxxxx X. Xxxx, Xx.
Number of Shares: 20,000
Option Price Per Share: $ 5.00
Date of Grant: 04/24/96
Expiration Date: 04/23/06
Vesting Schedule: Options vest in equal portions over
three years commencing on 04/24/97
The undersigned agrees to the terms and conditions of the Nonqualified
Stock Option Agreement of which this Schedule 1 is a part, and acknowledges
receipt of the prospectus relating to the Plan and of the Company's most recent
annual report to shareholders.
Date Accepted: NOVEMBER 18, 1996 /s/ XXXXXXX X. XXXX, XX.
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Optionee
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Social Security Number
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