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EXHIBIT 10.21
THE GOOD GUYS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Option
Agreement") is made and entered into as of July 27, 2000, by and between the
Good Guys, Inc., (the "Company) and Xxxxxxx X. Xxxxx ("Optionee").
1. Grant of Option. The Company hereby grants to the Optionee a
non-qualified option to acquire 25,000 shares of the Company's common stock,
$.01 par value ("Common Stock"), exercisable at a price of $3.250 per share,
which is equal to the fair market value of the common stock of the Company as of
the date hereof. The option price shall be paid in full in United States Dollars
upon exercise of the option, which may include cash forwarded through a broker
or other agent-sponsored exercise or financing program.
2. Exercisability. The option shall become exercisable on a
cumulative basis as to one-third of the total number of shares covered thereby
on each of the first, second and third year anniversary dates of the date
hereof. The option shall in no event to exercisable after the expiration of ten
years from the date hereof. To the extent that the option is exercisable, it may
be exercised at anytime in whole or in part.
3. Exercise Upon Termination of Employment. Subject to the
provision Section 4 hereof:
(a) In the event the Optionee, during his life, ceases to be
employed by the Company for any reason other than death or disability, the
option shall terminate, except that the Optionee shall have the right to
exercise the option, to the extent the Optionee shall have been entitled to do
so at the date of termination, at anytime with 30 days after such termination.
(b) If the Optionee dies while employed by the Company, is or
her personal representatives, executors, trustees or legatees shall have the
right for a period of twelve months from the date of death to exercise the
option to the extent the Optionee was entitled to exercise the option on the
date of his death.
(c) If the Optionee becomes permanently disabled while employed
by the Company, the option, if otherwise exercisable by the Optionee at the date
of termination of employment due to disability shall be exercisable for a period
of twelve months from the date of termination.
(d) None of the provisions of this Section 3 shall allow the
exercise of the option after the date on which it would otherwise normally have
expired had the Optionee continued in the Company's employment.
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4. Change in Control. In the event of a Change in Control, the
surviving, continuing, successor or purchasing corporation or parent corporation
of, as the case may be (the "Acquiring Corporation"), shall assume the Company's
rights and obligations under the option to the extent the option is then
outstanding and unexercised (the "Outstanding Option") or substitute for the
Outstanding Option a substantially equivalent option for the Acquiring
Corporation's stock. If the Acquiring Corporation fails to assume the Company's
rights and obligations under the Outstanding Option or to substitute a
substantially equivalent option for the Outstanding Option in connection with
the Change in Control, and provided that the Optionee's employment has not
terminated prior to such Change in Control then the Optionee shall be entitled
to one additional year of vesting under the Option, effective immediately prior
to the consummation of the change in control. The option shall terminate and
cease to be effective as of the consummation of the Change of Control to the
extent that the option is neither assumed or substituted for by the Acquiring
Corporation in connection with the Change in Control nor exercised as of the
date of the Change in Control. "Change in Control" as used herein shall mean a
consolidation or merger of the Company if the shareholders of the Company
immediately before the merger or consolidation do mot immediately after the
merger or consolidation own equity or securities of the acquiring corporation
possessing 50% or more of the voting power of the Acquiring Corporation or (b) a
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of substantially all of the assets of the Company.
5. Transferability. The assets shall not be transferable
otherwise than by will or if the Optionee dies interstate, by the laws of
dissent and distribution of the state of domicile of the Optionee at the time of
death, provided that the Option may be transferred by the Optionee to a trust or
other entity established by the Optionee for estate planning purposes. Except
for the exercise of the option by trust or entities established by the Optionee
for estate planning purposes, the option shall be exercisable during the
lifetime of the Optionee only by the Optionee.
6. Effect of Option on Rights as Employee. Nothing in this
option shall confer any right on the Optionee to continue in the employment of
the Company or interfere in any way with the rights of the Company to terminate
the employment of the Employee at anytime.
7. Adjustment Upon Changes and Shares. If any change is made in
shares subject to the option (through recapitalization, stock dividend, stock
split or combination of shares), an appropriate adjustment shall be made by the
Board of Directors or the Compensation Committee of the Company in the number of
shares and price per share of stock subject to the option.
8. Withholding. There shall be deducted from the compensation of
the Optionee the amount of any tax required by any governmental authority to be
withheld and paid over by the Company to such government authority for the
account of the person with respect to the option.
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9. Investment Representation and Registration. The shares of
common stock with are the subject of this Option Agreement have been acquired
for investment and not with a view to, or in connection with, the sale or
distribution thereof. No such sale or disposition may be effected without an
effective Registration Statement related thereto or an opinion of counsel
satisfactory to the Company that such registration is not required under the
Security Act of 1933. The Company will use its reasonable best effects to cause
an S-8 Registration Statement covering the shares of common stock which are the
subject of this Option Agreement to become effective prior to the time the
option granted to the Optionee hereunder first becomes exercisable.
10. Binding Effect. Subject to the provisions of Section 5
hereof, this Agreement shall be binding upon and insure to the benefit of the
successors and assignment of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Option Agreement to be
executed as of the day and year referred to above.
THE GOOD GUYS, INC.
By
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/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
