EXHIBIT 10.14
XXXXXXX LEISURE LIMITED
SHARE OPTION AGREEMENT
This Agreement (this "Agreement") is made as of November 10, 1996, by and
between Xxxxxxx Leisure Limited, a Bahamas international business company (the
"Company"), and the undersigned employee ("Employee").
Pursuant to the Xxxxxxx Leisure Limited 1996 Share Option and Incentive
Plan (the "Plan"), the Company hereby grants to Employee, as of November 10,
1996, options (the "Options") to purchase _______ ( ) of the Company's
common shares, par value (U.S.) $.01 per share (the "Shares"), at $13.00 per
share (the "Exercise Price") upon the following terms and conditions.
Capitalized terms not otherwise defined herein shall have the same meaning as in
the Plan.
1. EXERCISE OF OPTIONS. The Options shall become exercisable in
accordance with the following schedule: one-third (rounded down, if necessary,
to the next whole number) shall become exercisable on November 10, 1997;
one-third (rounded down, if necessary, to the next whole number) shall become
exercisable on November 10, 1998; and one-third (rounded up, if necessary, to
the next whole number) shall become exercisable on November 10, 1999. The
Options shall expire on November 9, 2006.
2. TRANSFER AND EXERCISE. The Options are transferable, subject to
restrictions under applicable laws, regulations and Rules (as defined in Section
3, below). The Options are exercisable by Employee only while Employee is in
active employment with the Company or a Subsidiary or within thirty (30) days
after termination of such employment, except (i) during the three-year period
after a participant's death, Disability or Retirement; (ii) during a three-year
period commencing on the date of Employee's termination of employment by the
Company or a subsidiary, other than for cause; (iii) during a three-year period
commencing on the date of termination by Employee, or the Company or a
Subsidiary, of employment after a Change in Control unless such termination of
employment is by the Company or a Subsidiary for cause; or (iv) if the Committee
(as defined in Section 4(iv), below) decides that it is in the best interest of
the Company to permit other exceptions.
3. PROCEDURE FOR EXERCISE. The Options shall be exercisable by written
notice in the form attached hereto as Exhibit A (the "Exercise Notice"). Such
written notice shall be addressed to the Secretary of the Company, signed by the
Employee and delivered pursuant to Section 10, below. Options shall be deemed to
be exercised upon delivery to the Company of such written notice, upon which the
Company will issue and deliver to Employee the number of Shares as to which the
options were exercised. Notwithstanding the foregoing, Options may not be
exercised if the issuance of the Shares upon such exercise would constitute a
violation of any applicable federal or state securities or other law or
regulation or any requirement of the Nasdaq Stock Market, Inc. or other market
or exchange upon which the Shares may then be traded or listed (collectively,
the "Rules"). As a condition to the exercise of an Option, the Company may
require Employee to make such representations or warranties to the Company as
the Company may deem appropriate under the Rules.
4. PAYMENT OF EXERCISE PRICE.
The Exercise Price for the number of shares for which Options are
being exercised shall be paid on, or within ten (10) days after the date of
exercise:
(i) in cash (by certified or bank cashier's check);
(ii) by tender to the Company of whole Shares then owned by the
Employee having a Fair Market Value (as defined below) on the
date of exercise at least equal to the Exercise Price;
(iii) a combination of the foregoing; or
(iv) on such other terms and conditions as the Compensation
Committee of the Company (or, if such committee is not in
existence, the Board of Directors of the Company; in either
case, hereinafter, the "Committee") may approve.
For purposes of this Agreement, "Fair Market Value" means the mean
of the high and low prices reported per Share as quoted on the Nasdaq National
Market or the Nasdaq Small Cap Market.
5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the event of any
change in the outstanding Shares of the Company by reason of any share split,
share dividend, recapitalization, merger, consolidation, combination or exchange
of shares or other similar corporate change or in the event of any special
distribution to the shareholders, the Committee shall make such equitable
adjustments in the number of Shares and prices per Share applicable to the
Options as the Committee determines are necessary and appropriate. Any such
adjustment shall be conclusive and binding for all purposes of the Plan.
6. TAX WITHHOLDING. In order to enable the Company to meet any applicable
federal, state or local withholding tax requirements arising as a result of the
exercise of Options, Employee shall pay the Company the amount of tax to be
withheld or may elect to satisfy such obligation by delivering to the Company
other Shares owned by Employee prior to exercising the Options, or a payment
consisting of a combination of cash and such Shares, or by having the Company
withhold Shares that otherwise would be delivered to Employee pursuant to the
exercise of the Options for which the tax is being withheld. Such an election
shall be subject to the following: (i) the election shall be made in such manner
as may be prescribed by the Committee and (ii) the election shall be made prior
to the date to be used to determine the tax to be withheld and shall be
irrevocable. The value of any Share to be delivered or withheld by the Company
shall be the Fair Market Value on the date to be used to determine the amount of
tax to be withheld.
7. SHARES SUBJECT TO PLAN. The Shares awarded pursuant to the Plan are
subject to all of the terms and conditions of the Plan, the terms of which are
hereby expressly incorporated and made a part hereof. Any conflict between this
Agreement and the Plan shall be controlled by, and settled in accordance with
the terms of the Plan. Employee acknowledges that Employee has received, read
and understood the provisions of the Plan and agrees to be bound by its terms
and conditions.
8. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Employee or by the Company forthwith to the
Committee, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on Employee.
9. NOT A CONTRACT OF EMPLOYMENT. This Agreement shall not be deemed
to constitute an employment contract between the Company and Employee or to
be a consideration or an inducement for the employment of Employee.
10. NOTICES. Any notice required or permitted hereunder shall be given in
writing and deemed delivered when (i) personally delivered, (ii) sent by
facsimile transmission and a confirmation of the transmission is received by the
sender, or (iii) three (3) days after being deposited for delivery with a
recognized overnight courier,
such as Federal Express, and addressed or sent, as the case may be, to the
address or facsimile number set forth below or to such other address or
facsimile number as such party may in writing designate.
11. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further actions as may be reasonably necessary
to carry out the purposes and intent of this Agreement.
12. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan and Exercise
Notice are incorporated herein by reference. This Agreement, the Plan and the
Exercise Notice constitute the entire agreement of the parties and supersede in
their entirety all prior undertakings and agreements of the Company and Employee
with respect to the subject matter hereof, and shall be interpreted in
accordance with, and shall be governed by, the laws of The Bahamas, subject to
any applicable United States federal or state securities laws. Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.
EMPLOYEE: XXXXXXX LEISURE LIMITED
------------------------- By:-----------------------------------------
Xxxxxxx X. Xxxxxxx
------------------------- Chief Operating Officer and
Print Name Chief Financial Officer
ADDRESS AND FACSIMILE NUMBER: ADDRESS AND FACSIMILE NUMBER:
c/o CT Maritime Services, L.C.
0000 Xxxxx Xxxxxxx Xxx, 0xx Xx.
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
EXHIBIT A
EXERCISE NOTICE
Xxxxxxx Leisure Limited
c/o CT Maritime Services, L.C.
0000 Xxxxx Xxxxxxx Xxx
0xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Secretary
1. EXERCISE OF OPTION. Effective as of the date indicated below, the
undersigned ("Employee") hereby elects to exercise __________ of the Employee's
options to purchase common shares (the "Shares") of Xxxxxxx Leisure Limited (the
"Company") under and pursuant to the Company's 1996 Share Option and Incentive
Plan (the "Plan") and the Share Option Agreement by and between the Company and
the Employee dated as of November 10, 1996 (the "Option Agreement").
2. REPRESENTATIONS OF EMPLOYEE. Employee acknowledges that Employee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions. References herein to this
"Agreement" include this Exercise Notice and the Plan, and the Option Agreement,
all of which are incorporated herein by reference as provided in Section 7,
below.
3. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any other provisions
of the Option Agreement to the contrary, Employee understands and acknowledges
that the exercise of any rights to purchase Shares is expressly conditioned upon
compliance with the Securities Act of 1933, as amended, all applicable state
securities laws and all applicable requirements of the Nasdaq Stock Market, Inc.
or other market or exchange on which the Shares may be traded or listed at the
time of their exercise. Employee agrees to cooperate with the Company to ensure
compliance with such laws and requirements.
4. TAX CONSULTATION. Employee understands that Employee may suffer adverse
tax consequences as a result of Employee's purchase or disposition of the
Shares. Employee represents that Employee has consulted with any tax consultants
Employee deems advisable in connection with the purchase or disposition of the
Shares and that Employee is not relying on the Company for any tax advice.
5. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. This Agreement
shall be binding upon Employee and his or her heirs, executors, administrators,
successors and assigns.
6. DELIVERY OF PAYMENT. Employee herewith delivers (or, within ten (10)
days after the date of exercise, will deliver) to the Company the full exercise
price for the Shares. Employee hereby elects to pay the full exercise price
(check the appropriate box):
|_| in cash or by check;
|_| by tender to the Company of Shares in accordance with
Section 4(ii) of the Option Agreement;
|_| by a combination of the foregoing.
7. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan, and Option
Agreement are incorporated herein by reference. This Exercise Notice, the Plan
and the Option Agreement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company
and Employee with respect to the subject matter hereof, and shall be interpreted
in accordance with, and shall be governed by, the laws of The Bahamas, subject
to any applicable United States federal or state securities laws. Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
Submitted by: Accepted by:
EMPLOYEE: XXXXXXX LEISURE LIMITED
------------------------- BY:-----------------------------------
Xxxxxxx X. Xxxxxxx
------------------------- Chief Operating Officer and
Print Name Chief Financial Officer
Date:
