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EXHIBIT 4.23
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into this 15th day of August 1995, by and between
Centrum Industries, Inc. a Delaware corporation (the "Company") and Xxxxxx X.
Xxxxxx an individual ("Xxxxxx").
WHEREAS the Board of Directors of the company has determined that it is in the
best interest of the Company and its shareholders to grant the stock option
provided for herein to Xxxxxx as an inducement to Xxxxxx to remain in the
employ of the Company; and
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement, the parties hereto agree as follows:
SECTION 1 - GRANT OF OPTION - The Company grants to Xxxxxx, an option to
purchase shares of common stock of the Company. The option shall be for
100,000 shares of common stock at a purchase price of $1.00 per share, payable
at the time the option is exercised.
SECTION 2 - The option granted under this agreement shall be exercisable as
provided above, upon written notice to the Company and the payment in cash to
the Company of the purchase price of the shares which the employee elects to
purchase.
SECTION 3 - TERMINATION OF EMPLOYMENT - In the event that Xxxxxx shall cease to
be employed by the Company or a subsidiary or serve as a Director of the
Company, for any reason other than death or disability, all of Xxxxxx' rights
to further exercise his options shall expire 90 days after his employment or
service as a Director terminates; provided however that no option shall be
exercisable after the date of the expiration. A leave of absence with the
express written consent of the Company shall not be considered termination of
employment for purposes of this Section.
SECTION 4 - DEATH OR DISABILITY OF EMPLOYEE. In the event of the death or
disability of Xxxxxx while employed by the Company, his right to purchase
shares may be exercised by him or in the case of the death of Xxxxxx, by his
personal representative or by any person or persons who shall have acquired the
option directly from Xxxxxx by will or by the laws of descent and distribution,
at any time within three months after the date of his death or disability;
provided that if Xxxxxx is disabled within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended, the reference to the three month
period shall be read as one year.
SECTION 5 - TERMINATION OF OPTION. The option and all rights granted by this
agreement, to the extent those rights have not been exercised will terminate
and become null and void ten years from the signing of this option agreement,
provided, however that the Board of Directors may extend the term of the option
at any time in its sole discretion.
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SECTION 6 - NON TRANSFERABILITY. The option shall not be transferable and the
option may be exercised, during the lifetime of Xxxxxx only by him. Except as
specifically provided in this agreement, the option may not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option, and the levy of any execution, attachment, or
similar process upon the option in violation of this agreement, shall be null
and void and without effect.
SECTION 7 - BINDING EFFECT. This agreement shall be binding upon Xxxxxx and
his executors administrators, and representatives or assigns, and upon the
Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first set forth above.
CENTRUM INDUSTRIES, INC.
by /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chief Executive Officer and
President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
EMPLOYEE
