STOCK OPTION AGREEMENT
dated as of January 20, 1999, between
Alfa International Corp., a New Jersey Corporation (the "Company"),
and
Xxxxxxx X. Xxxxx ("Optionee").
RECITAL:
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Optionee desires to acquire from the Company, and the Company desires to
grant to Optionee, the option to purchase shares of the Company's $.01 par
value common stock ("Common Stock").
AGREEMENT:
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NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Grant of Option. Subject to and upon the terms and conditions
set forth herein, the Company hereby grants to Optionee an option to purchase
up to 500,000 shares of Common Stock (the "Optioned Shares") from time to time
uring the option term. The Optioned Shares shall be entitled to any and all of
he accompanying rights, warrants, or other benefits associated with the Common
Stock in existence at the time which the Optionee elects to exercise such
option.
2. Exercise Price. The purchase price for the Optioned Shares
shall be $0.75 per share of Common Stock.
3. Term of Option. The term of this option shall commence on the
date hereof and shall expire on the earlier of (1) three (3) years after the
date of this agreement, or (2) the date of termination, in accordance with its
provisions, of that certain Consulting Agreement between the Company and
Optionee of even date herewith.
4. Anti-dilution.
a. The number and character of the Optioned Shares to be
purchased upon the exercise of the option herein shall be subject to adjustment
as provided in this paragraph. If, after the date hereof, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a subdivision or split-up of shares of Common
Stock, or the number of outstanding shares of Common Stock is decreased by a
combination or reclassification of shares of Common Stock, or the Company
shall pay or make a dividend or other distribution with respect to Common Stock
(other than in cash or shares of Common Stock), or in case of any capital
reorganization or of any reclassification of the Common Stock or any change in
the outstanding Common Stock as a result of the consolidation or merger of the
Company with or into any other corporation, or the sale of the properties and
assets of the Company to any other corporation, or any other transaction that
affects the shares of the Company in a manner, similar to the foregoing, then
this option shall after the effective date of such stock dividend, subdivision,
split-up combination, reclassification, dividend, other distribution, capital
reorganization, merger, sale or other transaction entitle the purchaser
hereunder to purchase the kind and number of shares of stock or other
securities or property to which such purchaser would have been entitled if it
had held the Common Stock purchasable upon the exercise of this option
immediately prior to such transactions.
b. Nothing herein shall in anyway 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.
5. Status of Optionee.
a. Optionee shall not have any of the rights of a
shareholder with respect to the Optioned Shares, unless and until Optionee
shall have exercised the option granted herein, paid the option price and
been issued a stock certificate for the Optioned Shares.
b. Once the option is exercised, the Optionee shall be
entitled to any rights, warrants, or other options accompanying the shares
issued.
6. Manner of Exercise. This option shall be exercisable by
giving notice thereof to the Company at any time within three years after the
date of this Agreement. Such notice shall be in writing, addressed to the
Company, signed by or on behalf of Optionee and stating the election of
Optionee to exercise this option.
7. Closing. The closing of the purchase of the Optioned Shares
pursuant to the exercise of the option granted herein shall take place at the
offices of the Company on the tenth (10th) business day following the day
written notice of the election to exercise this option is given, or such other
time and place as may be agreed upon between the Company and Optionee. At the
closing, the Company will deliver to Optionee a stock certificate representing
the number of Optioned Shares purchased pursuant to such exercise of the
option, and the purchaser shall deliver to the Company the amount of the full
purchase price for such shares. The exercise of the option granted herein
and the issuance of the Optioned Shares upon such exercise shall be subject to
compliance by the Company and Optionee with all applicable laws relating
thereto.
8. Binding Effect. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their legal representatives, successors and assigns.
9. Attorneys' Fees. In case of any action or proceeding to
compel compliance with, or for a breach of, any of the terms and conditions
of this Agreement,the Optionee shall be entitled to recover from the Company
all costs of such action or proceeding, including without limitation
reasonable attorneys' fees, costs and disbursements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
"THE COMPANY':
Alfa International Corp.
By /s/Xxxxx X. Xxxxxx
_______________________
Xxxxx X. Xxxxxx
President
"OPTIONEE":
Xxxxxxx X. Xxxxx
By /s/Xxxxxxx X. Xxxxx
_______________________
Xxxxxxx X. Xxxxx
