Exhibit 10(iv)
--------------
URECOATS INDUSTRIES INC.
a Delaware corporation
RESTRICTED STOCK OPTION AGREEMENT
Xxxxxxx X. Xxxxx January 8, 0000
Xxxx Xxxx Xxxx
Xxxxxx, Xxx Xxxxxx No. R-2
-------
THIS OPTION AGREEMENT ("Agreement") is made as of the date set forth
above between Urecoats Industries Inc., a Delaware corporation (the
"Company"), and the optionee named above (the "Optionee"). The option
granted by this Agreement is designated a "Restricted Option" granted
pursuant to separate agreement of even date herewith:
1. GRANT OF OPTION. Pursuant to and subject to the terms and
conditions of the Agreement, the Company grants to the Optionee, the right
and option (the "Option") to purchase at $.44 per share on the terms and
conditions hereinafter set forth all or any part of an aggregate of
12,000,000 restricted shares (the "Shares") of the currently authorized and
unissued Common Stock, par value $.01 per share of Urecoats Industries Inc.
The Option shall be exercisable, in whole or in part, during the period
commencing with the date on which it is granted and ending on January 8,
2004.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto
by written notice to the Company stating the number of shares with respect
to which the option is being exercised, together with payment in full, (a)
in cash or certified check; (b) acknowledgement of cancellation of the
Company's indebtedness to the Optionee for services or otherwise; or (c) any
combination of the foregoing. If requested by the Board of Directors, prior
to the delivery of any Shares, the Optionee shall supply the Board of
Directors with a representation that the Shares are not being acquired with
a view to unlawful distribution and will be sold or otherwise disposed of
only in accordance with applicable federal and state statutes, rules and
regulations.
As soon after the notice of exercise as the Company is reasonably able
to comply, the Company shall, without payment of any transfer or issue tax
by the Optionee, deliver to the Optionee or any such other person, at the
main office of the Company or such other place as shall be mutually
acceptable, a certificate or certificates for the Shares being purchased
upon exercise of the Option. Notwithstanding the foregoing, the Company
shall have the right to postpone the time of delivery of the Shares for such
period as may be required for it with reasonable diligence to comply with
any applicable listing requirements of any national securities exchange or
any deferral, state or local law. The Optionee may exercise the Option for
less than the total number of Shares for which the Option is then
exercisable, provided that a partial exercise may not be for fewer than
1
1,000,000 shares, unless the remaining shares exercisable under the Option
is for less than 1,000,000 shares. The Option may be exercisable for whole
shares only. The shares issuable upon exercise shall be restricted shares
as such terms are defined under the Securities Act of 1933, as amended, and
the Rules promulgated thereunder, and shall be acquired for investment and
not with a view to the unlawful distribution thereof.
3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total at the expiration date of the option. In addition,
the Option shall automatically terminate at the expiration of fifteen (15)
months after the date of death of the Optionee.
4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company
has merged or consolidated with one or more other corporations (and provided
the Option does not thereby terminate pursuant to Section 5 hereof), then
the number and kind of shares then subject to the Option and the price to be
paid therefore shall be commensurately adjusted by the Board of Directors;
PROVIDED, HOWEVER, that in no event shall any such adjustment result in the
Company's being required to sell or issue any fractional shares. Any such
adjustment shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the Option, but with an appropriate
adjustment to the price of each Share or other unit of security covered by
this Option.
5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other
provision of this Option, upon the dissolution or liquidation of the
Company, the reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the surviving
corporation or the sale of substantially all the assets of the Company or
the sale of more than 50% of the outstanding stock of the Company to another
corporation or other entity, the Option granted hereunder shall terminate;
provided, however, that: (i) each outstanding Option hereunder, for which no
option has been tendered by the surviving corporation in accordance with all
of the terms of provision (ii) below shall, at all times before the
effective date of such dissolution or liquidation, merger or consolidation
or sale of assets in which the Company is not the surviving corporation or
sale of stock, shall be fully exercisable; or (ii) the surviving corporation
shall tender to the Optionee, an option to purchase shares of the surviving
corporation, and such new option or options shall contain such terms and
provisions as shall be required to substantially preserve or confer the
rights and benefits of this Option.
6. NON-TRANSFERABILITY. The Option is not assignable or transferable
by the Optionee, either voluntarily or by operation of law, otherwise than
by will or by the laws of descent and distribution, and is exercisable,
during the Optionee's lifetime, only by the Optionee. Upon any attempted
transfer of this Option contrary to the provision hereof, the Board of
Directors may, at its discretion, terminate this option.
2
7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this option shall have no rights or privileges as a stockholder
with respect to any Shares subject hereto until the Optionee or such person
has become the holder of record of such Shares, and no adjustment (except
such adjustment as may be effected pursuant to the provisions of Section 4
hereof) shall be made for dividends or distributions of rights in respect of
such Shares if the record date is prior to the date on which the Optionee or
such person becomes the holder of record.
8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee
in duplicate and shall not vest or be effective until the Optionee has
executed the acceptance below and returned one copy to the Company, thereby
acknowledging that he has read and agreed to all the terms and conditions of
this Agreement.
Executed by the Company as of this 16th day of January, 2001.
----
URECOATS INDUSTRIES INC.
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx, Secretary
-------------------------------
ACCEPTED:
("Optionee")
/s/ Xxxxxxx X. Xxxxx 1/18/01
-------------------- -----------
Xxxxxxx X. Xxxxx Date
3
