SVI HOLDINGS, INC.
COMMON STOCK OPTION AGREEMENT
(NON-QUALIFIED)
This Agreement is made as of May 24, 1999, by and between SVI Holdings,
Inc., a Nevada corporation ("Company") and Softline Limited, a South African
company, ("Option Holder").
It is agreed as follows:
1. GRANT OF OPTION. Subject to the terms and conditions contained
in this Agreement, the Company hereby grants to the Option
Holder, as of the date of this Agreement, the right to
purchase common stock in the maximum amount of 10,000 shares
from time to time during the term of the Option at the price
of $11.75 per common share.
2. OPTION TERM. This Option shall have a term of two (2) years
measured from May 24, 1999.
3. OPTION NON-TRANSFERABLE; EXCEPTION. This Option is not
transferable or assignable by the Option Holder to an outside
third party without the written consent of all parties.
4. DATES OF EXERCISE. Option Holder may, within the specified
term of this Option and pursuant to the provisions of this
Agreement, purchase all or any part of the option shares at
any time on or before the expiration date.
5. ADJUSTMENT TO OPTION SHARES. In the event any change is made
to the common stock issuable by reason of stock split, stock
dividend, combination of shares, or other change affecting the
outstanding common stock as a class without receipt of
consideration, then appropriate adjustments will be made to
reflect such change and preclude any dilution or expansion of
benefits hereunder.
6. SPECIAL TERMS OF OPTION.
(a) In the event of any of the following Corporate
transactions:
(i) a merger or consolidation in which the
Company is not the surviving entity, except
for a transaction with the principal purpose
of changing the Company's state of
incorporation,
(ii) the sale, transfer or other disposition of
all or substantially all of the assets of
the Company,
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(iii) any reverse merger in which the Company is
the surviving entity but in which 50% or
more of the Company's voting stock is
transferred to holders different from those
who held the stock immediately prior to such
merger.
Then this Option, to the extent not previously
exercised, shall be expressly assumed by the successor Company or parent company
thereof.
(b) The Agreement shall not in any way affect the right
of the Company to adjust, reclassify, reorganize or
otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its
business or assets.
7. PRIVILEGE OF OPTION OWNERSHIP. The h older of this Option
shall not have any of the rights of a stockholder with respect
to the Option shares until such holder shall have exercised
the Option and paid the Option price set out herein.
8. MANNER OF EXERCISING OPTION.
(a) In order to exercise this Option with respect to all
or any number of the tendered shares, Option Holder
must take the following actions:
(i) Execute and deliver to the Secretary of the
Company a notice of exercise in written form
with full payment for the aggregate Option
price for the purchased shares and any
applicable taxes or fees in cash, cash
equivalents or a form of compensation agreed
to by the parties to the Option. The written
request must also include the original,
fully executed Common Stock Option
Agreement.
(b) This Option shall be deemed to have been exercised
with respect to the number of Option shares specified
by the holder of the Option in the written notice of
exercise at such time as the notice of exercise and
payment for the shares being exercised are received
by the Company. As soon as possible thereafter, the
Company shall deliver or mail to the Option Holder a
certificate or certificates representing the shares
so purchased with any appropriate legends attached
thereto.
(c) In no event may this Option be exercised for any
fractional shares.
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9. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this option and the issuance of
Option shares upon such exercise shall be subject to
compliance by the Company and the Option Holder with
all applicable requirements of law relating thereto
and with all applicable regulations of any stock
exchange on which the shares of the Company's common
stock may be listed at the time of such exercise or
issuance.
(b) In connection with the exercise of this Option,
holder shall execute and deliver to the Company, such
representations in writing as may be requested by the
Company in order for it to comply with the applicable
requirements of federal and state securities laws.
10. SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraph 3, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Option Holder and the successors and assigns of the
Company.
11. LIABILITY OF COMPANY. The inability of the Company to obtain
approval from any regulatory body having authority deemed by
the Company to be necessary to the lawful issuance and sale of
any common stock pursuant to this Option shall relieve the
Company of any liability with respect to the non-issuance or
sale of the common stock as to which such approval shall not
have been obtained. The Company, however, shall use its best
efforts to obtain all such approvals.
12. STATED RESTRICTIONS - COMMON STOCK. All common stock shares
issued under this Option will carry a restriction that the
shares be held by the holder for a period not less than one
year pursuant to Rules 144 and 145 under the Securities Act of
1933. (Release No. 33-7390, February 20, 1997.)
13. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing
and addressed to the Company in care of its Secretary at its
corporate offices. Any notice required to be given or
delivered to the holder of this Option shall be in writing and
delivered to the holder at the address included in this
Agreement. All written notices shall be deemed to have been
delivered upon personal delivery or deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be
notified.
14. GOVERNING LAW The interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the state
of California without regard to principles governing conflicts
of law.
15. COUNTERPARTS. This Agreement may not be executed in
counterparts. There will be only one fully executed original
which must be surrendered concurrent with any exercise of the
Option as defined in Paragraph 8(a)(i) herein.
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16. SPECIAL COVENANT. The granted option herein is not intended to
be an incentive option within the meaning of section 422A of
the Internal Revenue Code.
COMPANY:
SVI HOLDINGS, INC., a Nevada corporation
By: /S/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Chief Executive Officer
OPTION HOLDER:
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