EXHIBIT 10.17
STOCK OPTION AGREEMENT
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AGREEMENT dated as of June 5th, 2000, by and between CAPRIUS, INC., a
Delaware corporation, (the "Company"), and Xxxxxxxx Xxxxx (the "Optionee").
W I T N E S S E T H
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WHEREAS, in consideration of the Optionee's purchase of units (the
"Units") offered by the Company in a placement (the "Placement") pursuant to a
Stock Purchase Agreement, dated as of March 27, 2000 (the "Purchase Agreement"),
the Company desires to provide the Optionee with an opportunity to acquire
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), and thereby obtain a proprietary interest in the progress and success
of the business of the Company, and the Optionee desires to obtain a proprietary
interest in the Company, subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth and other good and valuable consideration, the Company and the
Optionee hereby agree as follows;
1. Grant of Option. The Company hereby grants to the Optionee an
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option (the "Option") to purchase an aggregate of 500,000 shares (the "Option
Shares") of Common Stock at an exercise price of $1.00 per share (the "Exercise
Price"), and the Optionee accepts the grant of the Option, subject to adjustment
as provided in Section 5 herein.
2. Exercise of Option. The Option may be exercised at any time, or
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from time to time, commencing from the date hereof and terminating on the fifth
anniversary of the date hereof. The Option may be exercised, as provided in this
Section 2, by notice and payment to the Company as provided in Section 6 hereof.
3. Non-Transferability. The Option shall not be transferable in
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whole or in part by the Optionee, except by will or the laws of descent or
distribution, and shall be exercised during the lifetime of the Optionee only by
him. Any transfer or attempted transfer of all or part of the Option in
violation of this Agreement shall be null and void, and, at the discretion of
the Company, the Option shall then be terminated.
4. Adjustments. In the event of a stock dividend, stock split-up,
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share combination, exchange of shares, recapitalization, merger, consolidation,
acquisition or disposition of property or shares, reorganization, liquidation or
other similar changes or transactions, of or by the Company, the Board of
Directors of the Company shall make (or shall undertake to have the Board of
Directors of any corporation which merges with, or acquired the stock or assets
of, the Company make) such adjustment of the number and class of shares then
covered by the Option, or of the Exercise Price, or both. To the extent
practicable, the Company shall give the Optionee prior written notice of any
such event, provided that the failure by the Company to give such notice shall
not subject the Company to any liability herein. After an event which results in
an adjustment in the Option, the Company shall give written notice to the
Optionee specifying the adjusted number or type of Option Shares or other
security and/or the Exercise Price, together with a calculation of the
adjustment. The determination of the adjustment by the Company shall be final
and binding on the Optionee.
5. Reservation of Shares. The Company shall at all times during the
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term of the Option reserve and keep available such number of shares of Common
Stock or such other class of stock then subject to the Option as shall be
sufficient to satisfy the requirements of this Agreement.
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6. Methods of Exercise of Option.
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6.1 The Exercise Notice. Subject to the terms and conditions of
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this Agreement, the Option shall be exercisable by notice (the "Exercise
Notice") and payment to the Company. Each Exercise Notice shall:
(i) state the election to exercise the Option and the
number of Option Shares (such number being the "Purchased Shares") in
respect of which it is being exercised;
(ii) contain a representation and agreement as to investment
intent with respect to the Purchased Shares, and an acknowledgement as
to restrictions on resale or transfer of such Shares by reason of the
Securities Act of 1933, as amended; and
(iii) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any
person or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person
or persons to exercise the Option.
6.2 Payment. Accompanying the Exercise Notice shall be a
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certified check or wire transfer payable to the order of the Company in the full
amount of the purchase price for the Purchased Shares.
6.3 Stock Certificate. Upon receipt of the documents to be
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provided for in Sections 6.1 and 6.2 hereof in proper form, the Company shall
deliver to the person or person exercising the Option certificates for the
Purchased Shares. Each certificate shall bear the following legend.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT IF 1933, AS AMENDED. THEY MAY
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NOT PUBLICLY BE OFFERED FOR SALE, SOLD OR DELIVERED AFTER SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER SUCH ACT EXCEPT AS AUTHORIZED UNDER SAID ACT,
AND UNLESS HEREAFTER REGISTERED WILL NOT BE TRANSFERRED UPON THE
RECORDS OF THE CORPORATION IN THE ABSENCE OF AN OPINION OF
COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
6.4 Stockholders Agreement. If at the time an Exercise Notice is
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given there is a Stockholders Agreement or other agreement among the
stockholders regarding restrictions on the transfer or sale and/or voting of
their shares of Common Stock, upon the request of the Company or the other
stockholders, the Optionee shall execute and become a party to such agreements
with respect to the Purchased Shares.
7. Rights of Holder. The Optionee shall not have any rights to
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voting, dividends or any other rights of a stockholder with respect to any
Option Shares until the certificates for such Option Shares shall have been
issued to him as evidenced by the appropriate entry on the stock record books of
the Company upon purchase of such Option Shares upon exercise of the Option.
8. Notices. Any notice relating to this Agreement shall be in
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writing and delivered in person, by certified mail, hand or express courier as
follows to the following address:
If to the Company:
Caprius, Inc.
Xxx Xxxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 000000
Attn: Xxxxxxxx Xxxxx
If to the Optionee:
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Xx. Xxxxxxxx Xxxxx
0000 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
or to such other address as either party hereto may hereafter duly give to the
other.
9. Miscellaneous.
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9.1 Benefits of Agreement. This Agreement shall inure to the
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benefit of and be binding upon the parties hereto and their respective
successors, assigns, heirs and administrators.
9.2 Governing Law. This Agreement shall be construed by and
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governed in accordance with the laws of the State of Delaware.
9.3 Severability. In the event that any one or more provisions
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of this Agreement shall be deemed to be illegal, invalid or unenforceable, such
illegality, invalidity or unenforceability shall not affect the legality,
validity and enforceability of the remaining legal, valid and enforceable
provisions hereof, which shall be construed as if such illegal, invalid or
unenforceable provision or provisions had not been inserted.
9.4 Entire Agreement. This Agreement constitutes the entire
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agreement between the parties hereto as to the subject matter herein, and cannot
be amended, modified or terminated except by a writing executed by the parties
hereto.
9.5 Counterparts. This agreement may be executed in
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counterparts, each of which shall be deemed an original and all of which shall
constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
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CAPRIUS, INC.
By:
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Xxxxxxxx Xxxxx
Vice President and Chief Financial
Officer
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XXXXXXXX XXXXX
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