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EXHIBIT 4.12
Direct Dial:(000)000-0000 Telecopier:(000)000-000000
May 16, 1995
Xx. Xxxxxxx X. Xxxxx
Fresh Choice Restaurants
0000 Xxxxxx Xxxxx, Xxx 000
Xxxxx Xxxxx, XX 00000-0000
Re: Grant of Non-Qualified Stock Option
Dear Xxxxxxx:
1. The Grant
Greyhound Lines, Inc. (the "Company") hereby grants to you,
effective as of April 18, 1995 (the "Grant Date"), in recognition of your prior
service to the Company, the right and option to purchase (the "Option") an
aggregate of 50,810 shares of Common Stock of the Company (the "Option Shares")
at a price of $3.16 per share (the "Exercise Price"), in accordance with the
terms of, and subject to the limitations set forth in this Option Agreement.
The Option is not intended to be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Vesting and Exercise
(a) The Option shall vest immediately on the Grant Date
and may be exercised beginning April 18, 1995 and ending April 18, 2000.
(b) No Option may be exercised later than April 18, 2000.
In no event shall you exercise the Option for a fraction of an Option Share.
The unexercised portion of the Option, if any, will automatically, and without
notice, terminate and become null and void on April 19, 2000.
(c) Any exercise by you of the Option shall be in writing
addressed to the Corporate Secretary of the Company at its principal place of
business (a copy of the form of exercise to be used will be available upon
written request to the Secretary), and
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October 18, 1995
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shall be accompanied by a certified or bank check to the order of the Company
in the full amount of the Exercise Price of the shares so purchased.
(d) If you shall die prior to April 18, 2000, your estate
may, until the earlier of (x) six (6) months after the date of death or (y)
until April 18, 2000, exercise the Option with respect to all or any part of
the Option Shares.
3. Transferability
The Option is not transferable by you otherwise than by will
or the laws of descent and distribution and is exercisable, during your
lifetime, only by you. The Option may not be assigned, transferred (except by
will or the laws of descent and distribution), pledged or hypothecated in any
way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar proceeding. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of this Option contrary to
the provisions hereof or of the Plan, and the levy of any attachment or similar
proceeding upon the Option, shall be null and void and without effect.
4. Registration
Unless there is in effect a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance of the Option Shares (and, if required, there is available for
delivery a prospectus meeting the requirements of Section 10(a)(3) of the
Securities Act), you will, upon the exercise of the Option (i) represent and
warrant in writing to the Corporate Secretary of the Company that the Option
Shares then being purchased by you pursuant to the Option are being acquired
for investment only and not with a view to the resale or distribution thereof,
(ii) acknowledge and confirm that the Option Shares purchased may not be sold
unless registered for sale under the Securities Act or pursuant to an exemption
from such registration and (iii) agree that the certificates evidencing such
Option Shares shall bear a legend to the effect of the foregoing.
5. Withholding Taxes
By your acceptance hereof, you agree that (i) in the case of
issuance of Option Shares hereunder, the Company as a condition of such
issuance may require the payment (through withholding from any payment
otherwise due you from the Company or any parent corporation or subsidiary
corporation of the Company, reduction of the number of Option Shares to be
issued hereunder, or otherwise) of any federal, state, local or foreign taxes
required by law to be withheld with respect to such issuance and (ii) the
Company shall
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October 18, 1995
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have the right to establish such other procedures as it may determine in its
sole discretion with respect to such issuances.
Please indicate your acceptance of all the terms and conditions of the
Option by signing and returning a copy of this Option Agreement.
Very truly yours,
GREYHOUND LINES, INC.
BY:
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XXXXX X. XXXXXXXX
ACCEPTED:
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Signature of Optionee
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Name of Optionee - Please Print
Date:
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TN:pwm
