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EXHIBIT 4.1
U.S. VISION, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
DATED NOVEMBER 7, 1995
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STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement"), is entered into this
7th day of November, 1995, by and between U.S. VISION, INC., a Pennsylvania
corporation (the "Company"), and XXXXX XXXXX (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has determined to grant the Optionee options to
purchase shares of the Company's common stock, $10.00 par value, pursuant to
the Company's 1995 Director Stock Option Plan and upon the terms and conditions
herein contained;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Optionee hereby agree with each other as follows:
1. Grant of Option; Vesting; Term. Subject to the terms and conditions
set forth herein, the Company hereby grants to the Optionee the right to
purchase (the "Options"), at a price of $250.00 per share (the "Strike Price"),
up to, but not exceeding in the aggregate, and subject to reduction as provided
below, 250 shares of the common stock, $10.00 par value, of the Company (the
"Common Stock"). The number of shares of Common Stock that Optionee is entitled
to purchase pursuant to the Options shall be reduced from 250 to that number
that makes the "Spread" be equal to the "Vested Amount," which shall be the
dollar amount determined as provided in the second paragraph of this Section 1.
The Spread shall be equal to the number of shares that may be bought pursuant
to the Options, multiplied by the difference between (A) the Strike Price and
(B) either (i) the gross per share offering price of Common Stock offered in
the first "Public Offering" (which shall mean an offering of Common Stock
pursuant to a registration statement filed under the Securities Act of 1933)
occurring after the date of this letter or (ii) if the Company is sold by
merger or purchase of substantially all assets, or if stock representing 20
percent or more of the Common Stock outstanding (on a fully diluted basis) is
sold in a single transaction, prior to a Public Offering, the dollar amount or
value of the consideration per share received by the Company's stockholders in
such sale. (Such a Public Offering or sale of the Company or of Common Stock
shall be referred to hereafter as a "Triggering Transaction.")
The Vested Amount shall initially be $62,500. On November 1, 1995 and
on the first day of each month thereafter through December 1, 1996, the Vested
Amount shall increase by $6,250, up to a maximum of $150,000. Upon the
occurrence of a Triggering Transaction prior to December 1, 1996, the Vested
Amount shall increase to $150,000, and there shall be no monthly increase in
the Vested Amount thereafter. If the Optionee ceases to be a director of the
Company prior to December 1, 1996 for any reason other than his death or
disability, there shall be no further increases in the Vested Amount after the
Optionee's ceasing to be a director. If the Optionee ceases to be a director of
the Company prior to December 1, 1996 because of his death or disability, the
Vested Amount shall thereupon increase to $150,000, and there shall be no
monthly increases in the Vested Amount thereafter.
The Options become exercisable 180 days after a Triggering
Transaction, if the Triggering Transaction is a Public Offering, and on the
date of the Triggering Transaction, if the Triggering Transaction is not a
Public Offering. The Options shall remain exercisable until 5:00 p.m. (New
Jersey time) on the fifth anniversary of the date of this letter. Any Options
that you have not exercised by such fifth anniversary or, if later, 5:00 p.m.
(New Jersey time) on the 181st day after a Triggering Transaction, shall become
void at such time.
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2. Manner of Exercise. The right and option granted hereunder shall be
exercised by delivering to the Company a written notification specifying the
number of shares that the Optionee desires to purchase and the address to which
the certificates for such shares are to be mailed, together with payment of the
option price either in cash or in shares of Common Stock. If the Optionee pays
the option price in cash, such payment shall be made by personal check, bank
cashier's check, or money order, payable to the order of the Company for an
amount equal to the option price of such shares. If the Optionee pays the
Option Price in shares of Common Stock, the Optionee shall deliver to the
Company certificates, duly endorsed or accompanied by an appropriate stock
power, representing the number of shares that, when multiplied by the "Fair
Value" per share of Common Stock, equals the option price. The "Fair Value" per
share shall be either (i) if Common Stock is traded on NASDAQ or a national
exchange, the closing trading price per share on the day prior to the date of
the notice of exercise by the Optionee, or (ii) if Common Stock is not so
traded, the price per share in the Triggering Transaction that caused the
Options to become exercisable.
3. Issuance of Shares. As promptly as practical after receipt of such
written notification and payment and receipt of such evidence of intent to
acquire for investment as may be required by the Company, the Company will
deliver to the Optionee certificates for the number of shares with respect to
which such option has been so exercised, issued in the Optionee's name;
provided that such delivery shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited such certificates in
the United States mail, postage prepaid, addressed to the Optionee, at the
address specified pursuant to paragraph 2 hereof.
4. Death of Optionee. Upon the death of the Optionee, such Optionee's
executors, administrators, or any person or persons to whom this option may be
transferred by will or by the laws of descent and distribution, shall have the
right to exercise the option granted hereunder at such times that the option
would have been exercisable by Optionee.
5. Executors, Administrators, Etc. Whenever the word "Optionee" is
used in any provision of this Agreement under circumstances where the
provisions should logically be construed to apply to the executors,
administrators or the person or persons to whom the option may be transferred
by will or by the laws of descent and distribution, the word "Optionee" shall
be deemed to include such person or persons.
6. Option Not Transferable. Except as otherwise provided in paragraphs
4 and 5, this option may not be assigned or transferred, in whole or in part,
by the Optionee, and any attempt to assign or transfer this option shall be
void and of no effect.
7. Optionee Not a Stockholder. The Optionee shall not be deemed for
any purpose to be a stockholder of the Company in respect of any shares as to
which this option shall not have been exercised, as herein provided, and, with
respect to any shares as to which this option shall have been exercised, not
until such shares shall have been issued to the Optionee by the Company
hereunder and, if applicable, any check for payment of such shares shall have
cleared the bank.
8. Certain Rights of Company Not Impaired. The existence of this
option shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
9. Protection Against Dilution. The shares with respect to which this
option is granted are shares of the Common Stock of the Company as presently
constituted, but if, and whenever, prior to the delivery by the Company of all
the shares of the Common Stock with respect to which this option is granted,
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the Company shall effect a subdivision or consolidation of shares or other
capital readjustment, the payment of a stock dividend, or other increase or
reduction of the number of shares of the Common Stock outstanding, without
receiving or paying compensation therefor in money, services or property, then
(a) in the event of an increase in the number of such shares outstanding, the
number of shares of Common Stock then remaining subject to option hereunder
shall be proportionately increased, and the cash consideration payable per
share shall be proportionately reduced, but not below the par value of the
Common Stock; and (b) in the event of a reduction in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject to
option hereunder shall be proportionately reduced, and the cash consideration
payable per share shall be proportionately increased.
10. Merger or Consolidation. If, prior to the earlier of the date the
Options granted pursuant to this Agreement are exercised or this Agreement
terminates in accordance with its terms, the Company merges or consolidates
with, or is merged into, another entity regardless of whether the Company is
the surviving entity in such merger, or if the Company liquidates or dissolves,
then the Optionee shall be entitled to receive upon a subsequent exercise of
this option pursuant to the terms of this Agreement, at no additional costs
(subject to any required action by stockholders) in lieu of the number of
shares as to which this option shall then be so exercisable, the number and
class of shares of stock or other securities or cash or other property to which
the Optionee would have been entitled pursuant to the terms of the agreement of
merger or consolidation, or pursuant to such liquidation or dissolution, if the
Optionee had been the holder of record of a number of shares of Common Stock of
the Company equal to the number of shares as to which such option shall be so
exercised.
11. Sale of Stock by Company. Except as hereinbefore expressly
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for fair value in
cash or property or for labor or services, either upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to this
option.
12. Compliance with Laws. Notwithstanding any of the provisions
hereof, the Optionee hereby agrees that he will not exercise the option granted
hereby, and that the Company will not be obligated to issue any shares to the
Optionee hereunder, if the exercise hereof or the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions of any
law or regulations of any governmental authority. If, at any time specified
herein for the issuance of shares to the Optionee, any law or regulation shall
require either the Company or the Optionee to take any action in connection
with the shares then to be issued, the issuance of such shares shall be
deferred until such action shall have been taken. Any determination in this
connection by the Company shall be final, binding and conclusive. The Company
shall in no event be obligated to register any securities pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) (the "Act")
or to take any other affirmative action in order to cause the exercise of the
option or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. The certificates representing shares
issued upon the exercise of this option shall bear an appropriate restrictive
legend prohibiting transfer in the absence of registration or qualification
under federal and state securities laws, or an exemption therefrom.
13. No Obligation to Retain as Director. The grant of options
hereunder shall not obligate the Company or its stockholders to continue to
nominate or elect Optionee as a director of the Company, and the right of the
Company not to nominate, and the right of the stockholders of the Company to
remove or not to elect, Optionee as a director shall not be diminished or
affected by reason of this Agreement.
14. Registration. In the event of a Public Offering, the Company shall
register with the Securities and Exchange Commission pursuant to the Act the
Common Stock purchasable by Optionee pursuant to the Options, with such
registration effective not later than the 181st day after the Public Offering.
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15. Notices. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as herein provided;
provided that, unless and until some other address be so designated, all
notices or communications by the Optionee to the Company shall be addressed to
the President of the Company and mailed or delivered to the Company at its
principal business office at Xxxx Oaks Industrial Park, X.X. Xxx 000, Xxxxxxxx,
Xxx Xxxxxx 00000, and all notices or communications by the Company to the
Optionee may be given to the Optionee personally or may be mailed to the
Optionee at the address set forth below the Optionee's signature hereto. All
notices hereunder shall be deemed given on the date given personally or on the
second day following the date such notice is deposited in the United States
mail in accordance with the provisions of this Agreement.
16. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania.
17. Headings. The headings in this Agreement are for purposes of
reference only and shall not be considered in construing this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
COMPANY: OPTIONEE:
U.S. VISION, INC. /s/ Xxxxx Xxxxx
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XXXXX XXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx Address for Notice:
------------------------- Home Innovations
Xxxxxxx X. Xxxxxxxx 295 5th Avenue, Room 0000
Xxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000
