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EXHIBIT 14
OPTION AGREEMENT
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This Option Agreement (this "Agreement") is made and entered into as
of this 29th day of April, 1997 by and between Sinter Metals, Inc., a Delaware
corporation ("Sinter"), and Xxxxxx X. Xxxxxxxx ("Xxxxxxxx").
WHEREAS, Sinter is a party to a Lease Agreement with Terminal
Investments, Inc. ("Landlord"), dated as of May 15, 1996 (the "Lease
Agreement"), whereby Sinter leased from the Landlord the Premises (as defined in
the Lease Agreement); and
WHEREAS, Sinter and Carreras have agreed to enter into this Agreement
in order to provide Carreras with an option to acquire by assignment from Sinter
all of Sinter's right, title and interest in and to the Lease Agreement, subject
to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, Sinter and Carreras hereby agree as follows:
1. OPTION/ASSIGNMENT.
(a) Sinter hereby irrevocably grants an absolute right and option (the
"Option") to Carreras or his designee to acquire by assignment from Sinter to
him or his designee all of Sinter's right, title and interest in and to the
Lease Agreement upon the terms set forth in Section l(c) hereof. Carreras or his
designee may exercise this Option by delivering written notice to Sinter (the
"Option Notice") any time on or after September 1, 1997 upon his termination of
employment with Sinter and prior to the termination of this Agreement.
(b) Within one business day after Sinter receives the Option Notice
from Carreras or his designee of the exercise of the Option, Sinter and Carreras
shall execute and deliver an Assignment and Assumption Agreement pursuant to
which (i) Sinter shall transfer, sell, assign and convey to Carreras or his
designee, and Carreras or his designee shall acquire from Sinter, all of
Sinter's right, title and interest in and to the Lease Agreement and (ii)
Carreras or his designee shall assume all of Sinter's obligations under the
Lease Agreement arising from and after the date of the assignment. The foregoing
is subject to Sinter's obtaining the consent of the Landlord to such assignment
[and a release from Landlord of Sinter's obligations under the Lease Agreement].
Sinter agrees to use its best efforts to obtain such consent and release.
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2. COVENANTS OF SINTER. Prior to the termination of this Agreement,
Sinter shall not take any of the following actions without the prior written
consent of Carreras:
(i) transfer, sell, assign or convey its right, title and interest in and
to the Lease Agreement to any third party (other than Carreras or his
designee pursuant to this Agreement); or
(ii) fail to comply with any of the terms and conditions of the Lease
Agreement; or
(iii) enter into any agreement or understanding to do any of the foregoing;
or
(iv) amend, modify or terminate the Lease Agreement.
3. MISCELLANEOUS.
(a) Neither Sinter nor Carreras may assign or otherwise transfer
(whether by operation of law or otherwise) this Agreement or any of their
respective rights and obligations hereunder without the prior written consent of
the other.
(b) All notices and other communications required or permitted
hereunder will be in writing and, unless otherwise provided in this Agreement,
will be deemed to have been duly given when delivered in person or when
dispatched by telegram or electronic facsimile transfer (confirmed in writing by
mail simultaneously dispatched) or one business day after having been dispatched
by a nationally recognized overnight courier service to the appropriate party at
the address specified below:
If to Sinter:
Sinter Metals, Inc.
Terminal Tower
00 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxx 00000
Attention: Chief Financial Officer
If to Carreras:
Xxxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxxxxxxx
Xxxxxx Xxx., Xxxx 00000
(c) This Agreement shall be construed in accordance with the laws of
the State of Ohio, without regard to principles of conflicts of law, and may be
amended or modified only by a writing executed by each of the parties which
makes reference to this Agreement.
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(d) This Agreement may be executed in several counterparts, each of
which when so executed will be deemed to be an original and all of which
together constitute one and the same agreement.
(e) If a court of competent jurisdiction should find any term or
provision of this Agreement to be unenforceable and invalid by reason of being
overly broad, the parties agree that the court shall limit the scope or duration
of such provision to the maximum enforceable scope or duration allowed by law.
Any term or provision deemed by a court of competent jurisdiction to be
unenforceable and invalid for any other reason shall be severed from this
Agreement, and the remainder of this Agreement shall continue in full force and
effect.
(f) This Agreement and the Option granted hereby shall terminate upon
the earlier of (i) the date on which Carreras or his designee acquires by
assignment all of Sinter's right, title and interest in and to the Lease
Agreement pursuant to Section 1 hereof, (ii) a permitted termination of the
Lease Agreement, or (iii) April 29, 2002.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date and year first above written.
SINTER METALS, INC.
Signed and Acknowledged By: /s/ Xxxxxxx X. Xxxxxxx
in the presence of: ------------------------
(as to both signatories): Name:
Title:
/s/ Xxxxxxx X. Xxxxx
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxx
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STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
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This instrument was acknowledged before me on this 29th day of April,
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1997 by Xxxxxxx X. Xxxxxxx, the Chief Financial Officer of Sinter Metals, Inc.,
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a Delaware corporation, on behalf of said corporation.
/s/ Xxxxxxx X. Xxxxxxxx
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Notary Public
Printed Name: Xxxxxxx X. Xxxxxxxx
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My commission expires:
November 25, 1998
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[NOTARY SEAL]
XXXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires 11/25/98
STATE OF NEW YORK )
) SS.
COUNTY OF New York )
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This instrument was acknowledged before me on this 29th day of April,
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1997, by Xxxxxx X. Xxxxxxxx.
/s/ Xxxxxxx X. Xxxxxxxx
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Notary Public
Printed Name: Xxxxxxx X. Xxxxxxxx
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My commission expires:
November 25, 1998
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[NOTARY SEAL]
XXXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires 11/25/98
This instrument prepared by Xxxxx, Day, Xxxxxx & Xxxxx, Cleveland, Ohio.
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