STOCK OPTION AGREEMENT
This Agreement, dated as of January 18, 2001 by and between Natural
Health Trends Corp., a Florida corporation (the "Company"), and Benchmark
Consulting Group (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company considers it to be in its best interests and in
the best interests of its stockholders that the Optionee be given the
opportunity to acquire a proprietary interest in the Company by possessing an
option to purchase certain shares of common stock, par value $.001 per share
(the "Common Stock"), of the Company in accordance with the provisions set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, it is agreed by and between the parties as follows:
1. Grant of Option. The Company hereby grants to Optionee the right, privilege
and option (the "Option") to purchase all or any part of 3,000,000
shares of Common Stock (the "Option Shares") at a purchase price of $.011 per
share in the manner and subject to the conditions provided herein.
2. Time of Exercise of Option. The Option is exercisable in full commencing on
the date hereof through January 18, 2011 subject to the terms of this Agreement.
3. Method of Exercise. The Option shall be exercised by written notice directed
to the Company at the Company's principal place of business, accompanied by a
check in payment of the option price for the number of Option Shares specified
and paid for in full. The Company shall make prompt delivery of such Option
Shares once payment clears, provided that if any law or regulation requires the
Company to take any action with respect to the Option Shares specified in such
notice before the issuance thereof, then the date of delivery of such Option
Shares shall be extended for the period necessary to take such action. If the
Optionee fails to pay for any of the Option Shares specified in such notice or
fails to accept delivery thereof, the Optionee's right to purchase such Option
Shares may be terminated by the Company. The date specified in the Optionee's
notice as the date of exercises shall be deemed the date of exercise of the
Option, provided that payment in full for the Option Shares to be purchased upon
such exercise shall have been received by such date. No fractional shares may be
purchased hereunder.
4. Cashless Exercise. At any time during the term, the Optionee may, at its
election, exchange these options, in whole or in part (an "Option Exchange"),
into the number of shares determined in accordance with this paragraph 4 by
surrendering these Options at the principal office of the Company, accompanied
by a notice stating the Optionee's intent to effect such exchange, the number of
shares to be exchanged and the date on which the Optionee requests that such
Option Exchange occur (the "Notice of Exchange"). The Option Exchange shall take
place on the date specified in the Notice of Exchange or, if later, the date the
Notice of Exchange is received by the Company (the "Exchange Date").
Certificates for the shares issuable upon such Option Exchange and, if
applicable, a new Option of like tenor evidencing the balance of the shares
remaining subject to this Option, shall be issued as of the Exchange Date and
delivered to the Optionee within seven (7) business days following the Exchange
Date. In connection with any Option Exchange, the Option shall represent the
right to subscribe for and acquire the number of shares (rounded to the next
highest integer) equal to (i) the number of shares specified by the Optionee in
its Notice of Exchange (the "Total Number") less (ii) the number of shares equal
to the quotient obtained by dividing (A) the product of the Total Number and the
then existing exercise price by (B) the current market value of a share of the
Company's common stock.
5. Non-Dilution. This Option shall be non-dilutable equal to ten percent (10%)
of the outstanding shares of the Company. For a period of ten years after the
date hereof, the Company on each issuance of new shares of the Company shall
heretofore grant an additional option to the Optionee for ten percent (10%) of
the new shares issued at an exercise price equal to price of the new shares
issued. By way of illustration and not in limitation of the foregoing, if
$100,000 face value of the Company's convertible preferred stock is converted
into 5,000,000 shares of Company's common stock, an additional option is granted
to the Optionee for 500,000 shares at $.02 per share.
6. Termination of Option. The Option and all rights granted by this Agreement,
to the extent such rights have not been exercised, will terminate and become
null and void ten years from the date hereof or upon ninety (90) days after the
termination of the Optionee.
7. Adjustments in Event of Change in Common Stock. In the event of any change in
the Common Stock by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting the Common Stock, the number and kind
of Option Shares subject to Option hereunder and the purchase price per Option
Share thereof shall be appropriately adjusted consistent with such change in
such manner as the Committee may reasonably deem equitable.
8. Piggyback Registration Rights. Simultaneous herewith, the Company shall grant
to the Optionee Piggyback Registration Rights, as set forth in Exhibit "A"
annexed hereto.
9. Rights Prior to Exercise of Option. The Optionee shall have no rights as a
stockholder of the Company with respect to the Option Shares until full payment
of the option price and delivery of such Option Shares as herein provided.
Nothing contained herein or in the Plan shall be construed as creating or
evidence of any agreement on the part of the Company to continue to employ or
retain the Optionee in any capacity.
10. Investment Representation. The Optionee, as a condition to the Optionee's
exercise of this Option, shall represent to the Company that the shares of
Common Stock that the Optionee acquires hereunder are being acquired by the
Optionee for investment and not with a view to distribution or resale thereof,
unless counsel for the Company is then of the opinion that such a representation
is not required under the Securities Act of 1933, as amended, or any other
applicable law, regulation or rule of any governmental agency, except that this
representation shall not apply to any transaction by Optionee pursuant to a
registration statement under the Securities Act.
11. Waiver; Entire Agreement. No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof.
12. Governing Law. The validity, construction, interpretation and effect of this
Agreement shall exclusively be governed by and determined in accordance with the
internal laws of the State of Texas, which is the sole jurisdiction in which any
issues relating to this Agreement may be litigated.
13. Binding Effect. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.
NATURAL HEALTH TRENDS CORP.
By:______________________________________
Name:
Title:
THE OPTIONEE
Benchmark Consulting Group
EXHIBIT A
The Investor shall have piggy-back registration rights with respect to
the Investor Shares then held by the Investor (collectively, the "Remaining
Investor Shares"), subject to the conditions set forth below. If, at any time
the Company participates (whether voluntarily or by reason of an obligation to a
third party) in the registration of any shares of the Company's stock (other
than a registration on Form S-4 or Form S-8), the Company shall give written
notice thereof to the Investor and the Investor shall have the right,
exercisable within ten (10) business days after receipt of such notice, to
demand inclusion of all or a portion of the Investor's Remaining Investor Shares
in such registration statement. If the Investor exercises such election, the
Remaining Investor Shares so designated shall be included in the registration
statement at no cost or expense to the Investor (other than any costs or
commissions which would be borne by the Investor under the terms of the
Registration Rights Agreement). If, in connection with any underwritten offering
for the account of the Company the managing underwriter or underwriters thereof
(collectively, the "Underwriter") shall impose a limitation on the number of
shares of Common Stock which may be included in the registration statement
because, in the Underwriter's judgement, such limitation is necessary to effect
an orderly public distribution of securities covered thereby, then the Company
shall be obligated to include in such registration only such limited portion of
the Registrable Securities for which such Investor has requested inclusion
hereunder as the Underwriter shall permit. Any exclusion of Registrable
Securities shall be made pro rata among the Investors seeking to include
Registrable Securities, in proportion to the number of Registrable Securities
sought to be included by such Investors; provided, however, that the Company
shall not exclude any Registrable Securities unless the Company has first
excluded all outstanding securities the Investors of which are not entitled by
right to inclusion of securities in such registration statement; and provided
further, however, that, after giving effect to the immediately preceding
proviso, any exclusion of Registrable Securities shall be made pro rata with
Investors of other securities having the right to include such securities in
such registration statement. The Investor's rights under this Section shall
expire at such time as the Investor can sell all of the Remaining Investor
Shares under Rule 144 (k) without volume or other restrictions or limit.
