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STOCK OPTION AGREEMENT
OF
TRISTAR CORPORATION
Name of Optionee: Xxxxxx XxXxxx
Number of Option Shares: 50,000
Option Price per Share: $7.5625
Date of Grant: April 19, 1996
Expiration Date: The business day next preceding the 7th anniversary
of the Date of Grant
THIS OPTION is granted on the above date (the "Date of Grant") by
TRISTAR CORPORATION, a Delaware corporation (the "Company"), to the person
named above (the "Optionee"), upon the following terms and conditions:
1. Grant of Option. The Company grants to the Optionee an option to
purchase, on the terms and conditions hereinafter set forth, the number of
shares specified above (the "Option Shares") of the Common Stock, $.01 par
value per share, of the Company, at the option price per share specified above.
2. Period of Option. This Option will expire at the close of
business on the Expiration Date, except that: (a) if the Optionee dies on or
before the Expiration Date, this Option may be exercised by the legal
representative of Optionee within three months after the death of the optionee,
but in no event later than the Expiration Date; (b) if the Optionee ceases on
or before the Expiration Date to be an Employee (as defined below) because his
employment is terminated without cause or because of his disability, this
Option may be exercised within three months after such termination, but in no
event later than the Expiration Date, and (c) if the Optionee ceases on or
before the Expiration Date, for any reason other than those stated in (a) and
(b) of this paragraph, to be an Employee, this Option may be exercised within
three months after such termination, but in no event later than the Expiration
Date, unless the Optionee's employment is terminated for Cause (as such term is
defined in Optionee's Employment Agreement with the Company dated April 19,
1996) in which event this Option shall expire at the time Optionee receives
notice that his employment is or will be terminated. The term "Employee", as
used in this Option, means an executive or key salaried employee (whether or
not an officer) of the Company and/or one or more of its subsidiary
corporations as defined in Section 424 of the Internal Revenue Code of 1986
("Code") and regulations thereunder, and corresponding provisions of subsequent
laws and regulations.
Subject to the other provisions of this Option, the Optionee's right to
exercise this Option shall take effect immediately upon execution. Once the
right to purchase the number of shares has accrued, such shares may be
purchased at any time, or in part from time to time, until the Expiration Date.
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3. Certain Limitations on Exercise. No fractional shares may be
purchased hereunder.
4. Employee Status Required. Except as elsewhere herein expressly
provided otherwise in Section 2 above, none of the Option Shares may be
purchased hereunder unless the Optionee, at the time of the exercise of this
Option, is an Employee and has continuously been an Employee since the date
hereof. Absence on leave, if approved in writing by an officer of the Company,
shall not be considered an interruption or termination of employment for any
purpose of this Option to the extent that such absence does not constitute an
interruption or termination of the status of the Optionee as an "employee"
under the Code and the regulations promulgated thereunder.
5. Method of Exercise of Option. This Option shall be exercised in
and only in the following manner: The Optionee shall on any business day of the
Company give written notice to the Company in a form satisfactory to the
Company, specifying the number of Option Shares which the Optionee then elects
to purchase, accompanied by payment of the full option price of the shares
being purchased by check to the order of the Company.
6. Non-Transferability of Option. This Option shall not be subject
to transfer, sale, assignment or pledge by the Optionee otherwise than by will
or the laws of descent and distribution, and it shall be exercisable, during
the lifetime of the Optionee, only by Optionee.
7. Termination of Employment. The Optionee has entered into a
written employment agreement with the Company. This Option confers no right
upon the Optionee with respect to the continuation of the Optionee's employment
with the Company or any of its subsidiaries, and shall not alter the rights of
the Optionee or the Company with respect to the matters covered in the
employment agreement.
8. Adjustment Upon the Occurrence of Certain Events.
(a) In case the Company shall hereafter declare or pay to the
holders of its Common Stock one or more dividends in stock of the Company, the
Optionee, upon any exercise of this Option, shall be entitled to receive (in
addition to the Option Shares purchased upon such exercise and without any
payment other than the option price for such shares) such additional share or
shares of stock as the Optionee would have received as such dividend or
dividends if, from the date of the granting of this Option, he had been the
holder of record of the Option Shares so purchased and had not, prior to the
date of such exercise, disposed of any of such Option Shares or any shares
which he would have received as a stock dividend or dividends stemming from
such holding of such Option Shares.
(b) In case of any reorganization or recapitalization of the
Company (by reclassification of its outstanding Common Stock or otherwise), or
its consolidation or merger with or into another corporation or the sale,
conveyance, lease or other transfer by the Company of all or substantially all
of its property, pursuant to which shares of the Company's Common Stock are
split up or combined, or changed into or become exchangeable for other shares
of stock, the Optionee, upon any exercise of this Option shall be entitled to
receive, in lieu of the Option Shares which he would otherwise be entitled to
receive upon such exercise and without any payment in addition to the option
price therefor, the shares of stock which the Optionee would have received upon
such
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reorganization, recapitalization, consolidation, merger, sale or other
transfer, if immediately prior thereto he had owned the Option Shares to which
such exercise of the Option relates and had exchanged such Option Shares in
accordance with the terms of such reorganization, recapitalization,
consolidation, merger, sale or other transfer.
(c) The above provisions of this Section 8 shall similarly
apply to successive stock dividends, reorganizations, recapitalizations,
consolidations and mergers, and to successive sales, conveyances, leases or
other transfers by the Company of all of its property.
(d) Notwithstanding the foregoing provisions of this Section
8, no adjustment provided for in this Section 8 shall require the Company to
sell a fractional share under this Option.
9. Delivery of Stock Certificates. Upon each exercise of this
Option, the Company, as promptly as practicable, shall mail or deliver to the
Optionee a stock certificate or certificates representing the shares then
purchased, and will pay all stamp taxes payable in connection therewith. The
issuance of such shares and delivery of the certificate or certificates
therefor shall, however, be subject to any delay necessary to complete (a) the
listing of such shares on any stock exchange upon which shares of the same
class are then listed, and (b) such registration or other qualification of such
shares under any state or federal law, rule or regulation, or the obtaining of
such other approval of any governmental authority, as the Company or its legal
counsel may determine to be necessary or advisable.
10. Restrictive Legend. Unless, in the opinion of legal counsel to
the Company, such restrictive legend is no longer required, the following
legend shall be printed on each certificate representing any Option Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES STATUES, HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND
MAY NOT BE SOLD, PLEDGED OR TRANSFERRED UNLESS THE SALE, PLEDGE
OR TRANSFER IS REGISTERED UNDER SUCH ACT OR UNLESS THERE IS
FURNISHED AN OPINION OF COUNSEL SATISFACTORY IN FORM AND
SUBSTANCE BY THE COMPANY THAT THE REGISTRATION OF SUCH SHARES
UNDER SUCH ACT IS NOT REQUIRED.
11. Notices, Etc. Any notice hereunder by the Optionee shall be
given to the Company in writing and such notice and any payment by the Optionee
hereunder shall be deemed duly given or made only upon receipt thereof at the
Company's principal office in San Antonio, Texas, or at such other address as
the Company may designate by notice to the Optionee. Any notice or other
communication to the Optionee hereunder shall be in writing and any
communication and any delivery to the Optionee hereunder shall be deemed duly
given or made if mailed, delivered or made to the Optionee at such address as
the Optionee may have on file with the Company or in care of the Company at its
principal office in San Antonio, Texas.
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12. Effective Date. This Option shall be deemed granted and
effective on the Date of Grant.
13. Consideration. The consideration for the granting of this Option
is the past and future performance of services by the Optionee. This Option,
due to the fluctuating value of the Option Shares and its nontransferability,
does not have a readily ascertainable fair market value.
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
its proper corporate officers thereunto duly authorized.
TRISTAR CORPORATION
By:
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Title:
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ACCEPTED AND AGREED TO:
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Optionee
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