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OPTION LETTER AGREEMENT DATED 6/25/97
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VITECH AMERICA, INC.
0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Date: June 25, 1997
Xxxxxxx X. St. Laurent, Jr.
0000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Mr. St. Laurent:
Vitech America, Inc. (the "Corporation") is pleased to award you an Option
to purchase an aggregate of 24,000 shares of the Corporation's Common Stock
pursuant to the provisions of the 1986 Stock Option Plan (the "Plan"). This
letter will describe the Option granted to you. Your signature on this letter is
an acknowledgment to us that you have read and understand this Agreement and the
Plan and that you agree to abide by its terms.
1. MUTUAL INTENT. It is important to the Corporation that the Optionee
be encouraged to enhance the value of the Corporation and its subsidiaries
through Optionee's services to the Corporation and its subsidiaries.
Accordingly, the Corporation desires to afford the Optionee the opportunity to
purchase shares of the Corporation's Common Stock as hereinafter provided.
2. TYPE OF OPTION. The option being granted is considered a
non-qualified stock option as it relates to Section ss.422 of the Internal
Revenue Code of 1996, as amended.
3. RIGHTS AND PRIVILEGES. Subject to the conditions hereinafter set
forth, the Corporation grants you the right to purchase 24,000 shares of Stock
at $18.00 per share. The right to acquire all shares accrues on the date hereof.
4. TIME OF EXERCISE. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 6 of this letter.
5. METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Corporation at the Corporation's principal place of business. The notice
shall set forth the number of shares of Stock to be acquired and shall contain a
check payable to the undersigned in full payment for the shares to be purchased.
We shall make delivery of the shares of restricted stock promptly after notice
of exercise.
Xxxxxxx X. St. Laurent, Jr.
June 25, 1997
Page 2
6. TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate five (5) years from the date of grant.
7. SECURITIES OF OPTION. The Option and the shares of Stock underlying
the Option have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Corporation has no obligations to ever register the Option or
the shares of Stock underlying the Option. All shares of Stock acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares cannot
be sold, transferred, assigned or otherwise hypothecated without registration
under the Act or unless a valid exemption from registration is then available
under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.
8. DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.
9. COUNTERPARTS. This Agreement shall be executed in multiple
counterparts, each of which when considered together, comes to one and the same
Agreement.
10. INTEGRATION. This Agreement supersedes all prior agreements
understanding between the undersigned and the Optionee related to the subject
matter hereof.
Very truly yours,
VITECH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
AGREED AND ACCEPTED THIS
26th day of June , 1997
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/s/ Xxxxxxx X. St. Laurent, Jr.
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Xxxxxxx X. St. Laurent, Jr.
