EXIBIT 10.11.9
SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
the 23rd day of April 1998, between Swank, Inc., a Delaware
corporation (the "Company"), and Xxxx Xxxxxxxxxx (the
"Optionee").
W I T N E S S E T H
1. The Company, in accordance with the terms and
conditions of the 1994 Non-Employee Director Stock Option Plan of
the Company (the "Plan"), grants as of April 23, 1998 to the
Optionee an option to purchase an aggregate of 5,000 shares of
the Common Stock, $.10 par value per share, of the Company
("Common Stock"), at $1.281 per share, being 100% of the fair
market value of such shares of Common Stock on such date.
2. The term of this option shall be 5 years from April 23,
1998, subject to earlier termination as provided in this Contract
and in the Plan. This option shall be immediately exercisable as
to 100% of the number of shares of Common Stock subject hereto.
3. This option shall be exercised by giving written notice
to the Company at its principal office, presently 0 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000, Attention: Treasurer,
stating that the Optionee is exercising this stock option,
specifying the number of shares being purchased and accompanied
by payment in full of the aggregate purchase price thereof in
cash or by check. In no event may a fraction of a share of
Common Stock be purchased under this option.
4. Notwithstanding the foregoing, and without limiting the
provisions of paragraph 11 of the Plan, this option shall not be
exercisable by the Optionee unless (a) a registration statement
under the Securities Act of 1933, as amended (the "Securities
Act") with respect to the shares of Common stock to be received
upon the exercise of the option shall be effective and current at
the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the
shares of Common Stock upon exercise. At the request of the
Board of Directors, the Optionee shall execute and deliver to the
Company his representation and warranty, in form and substance
satisfactory to the Board of Directors, that the shares of Common
Stock to be issued upon the exercise of the option are being
acquired by the Optionee for his own account, for investment only
and not with a view to the resale or distribution thereof without
the meaning of the Securities Act. Nothing herein shall be
construed so as to obligate the Company to register the shares
subject to the option under the Securities Act.
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5. Notwithstanding anything herein to the contrary, if at
any time the Board of Directors shall determine, in its
discretion, that the listing or qualification of the shares of
Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of an option,
or the issue of shares of Common Stock thereunder, this option
may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors, in its discretion.
6. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue as a director of the Company.
7. The Company may endorse or affix appropriate legends
upon the certificates for shares of Common Stock issued upon
exercise of this option and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from,
the registration requirement of the Securities Act, or (b)
implement the provisions of the Plan or any agreement between the
Company and the Optionee with respect to such shares of Common
Stock.
8. The Company and the Optionee agree that they will both
be subject to and bound by all of the terms and conditions of the
Plan, a copy of which is attached hereto and made part hereof.
In the event the Optionee is no longer a director of the Company
or in the event of his death or disability (as defined in the
Plan), his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict
between the terms of this Contract and the terms of the Plan, the
terms of the Plan shall govern.
9. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and
exercise of the option and the disposition of the shares of
Common Stock acquired upon exercise of the option, including
without limitation, federal state securities and "blue sky" laws.
10. This option is not transferrable otherwise than by will
or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by him or his legal
representatives.
11. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any
heir, distributee, executor, administrator or legal
representative entitled under the Plan and by law to the
Optionee's rights hereunder.
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12. This Contract shall be governed by and construed in
accordance with the laws of the State of Delaware.
13. The invalidity or illegality of any provision herein
shall not affect the validity of any other provision.
14. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject
to the limitations contained in the Plan
IN WITNESS WHEREOF, the parties hereto have executed this
contract as of the day and year first above written.
SWANK, INC.
By:/s/ Xxxx Xxxxx
Its: President
/s/ Xxxx Xxxxxxxxxx
Optionee
Xxxxxx Xxxxxx Flattau & Klimpl
1211 Avenue of the Xxxxxxxx
Xxxxxxx
Xxx Xxxx, XX 00000
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