1
Exhibit 10.8
RSI HOLDINGS, INC.
STOCK OPTION AGREEMENT
Name of Optionee: C.C. Guy
Date of Grant: July 2, 1997
Number of shares subject to Options: 10,000
Exercise price per share: $.375
Options expire and are no longer valid on or after: July 2, 2002, unless an
earlier date of expiration occurs pursuant to the terms set forth below
The Options shall be exercisable according to the following schedule (subject
to adjustment as provided below):
5,000 Shares Beginning July 2, 1998
5,000 Shares Beginning July 2, 1999
An Option that becomes exercisable in whole or in part according to
the foregoing schedule may be exercised subsequently at any time prior to its
scheduled expiration, subject to earlier termination as described below.
ADDITIONAL OPTION TERMS:
The Options shall not be transferable except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or Title 1 of the
Employee Retirement Income Security Act, or the rules thereunder.
Any unexercised Option shall terminate prior to its fixed term three
months after the date that the Optionee ceases to be an employee of RSI
Holdings, Inc. (the "Company") or a subsidiary of the Company, unless the
Optionee shall (a) die while an employee of the Company, or a subsidiary of the
Company, or within a period of three (3) months after the termination of his
employment with the Company or a subsidiary of the Company, in which case his
personal representative or representatives may exercise the previously
unexercised portion of the Options at any time within one (1) year after his
termination of employment to the extent the Optionee could have exercised such
Options as of the date of his death (but no later than the end of the fixed
term of the Option); (b) terminates his or her employment with the Company or a
subsidiary of the Company by reason of having become permanently and totally
disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended (the "Code") (or any successor provision), in which case he or
his personal representative may exercise the previously unexercised portion of
the Options at any time within one (1) year after termination of his employment
to the extent the Optionee could have exercised such Options as of the date of
his becoming permanently and totally disabled. In no event may the Options be
exercised after the expiration of their fixed term.
An Option shall be deemed exercised when the holder (a) shall indicate
2
the decision to do so in writing delivered to the Company, (b) shall at the
same time tender to the Company payment in full in cash (or in shares of the
Company's Common Stock at the value of such shares at the time of exercise) of
the exercise price for the shares for which the Option is exercised, (c) shall
tender to the Company payment in full in cash of the amount of all federal and
state withholding or other employment taxes applicable to the taxable income,
if any, of the holder resulting from such exercise, and (d) shall comply with
such other reasonable requirements as the Board of the Company may establish.
Neither the Optionee nor his personal representative(s) or estate shall have
any of the rights of a shareholder with reference to shares subject to an
Option until a certificate for the shares has been executed and delivered.
An Option may be exercised for any lesser number of shares than the
full amount for which it could be exercised. Such a partial exercise of an
Option shall not affect the right to exercise the Options from time to time in
accordance with this agreement for the remaining shares subject to the Options.
The number and kind of shares subject to Options hereunder and/or the
exercise price will be appropriately adjusted by the Board in the event of any
change in the outstanding stock of the Company by reason of stock dividend,
consolidation, stock split, recapitalization, reorganization, merger, split-up
or the like. Such adjustment shall be designed to preserve, but not increase,
the benefits to the Optionee. The determinations of the Board as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.
No certificate(s) for shares shall be executed or delivered upon
exercise of an Option until the Company shall have taken such action, if any,
as is then required to comply with the provisions of the Securities Act of
1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the South Carolina Uniform Securities Act, as
amended, any other applicable state blue sky law(s) and the requirements of any
exchange on which the Company's Common Stock may, at the time, be listed. BY
SIGNING BELOW, THE OPTIONEE STATES THAT HE UNDERSTANDS THAT THE SHARES
UNDERLYING THESE OPTIONS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND THAT, EVEN AFTER
EXERCISE, THEY CANNOT BE SOLD BY OPTIONEE WITHOUT REGISTRATION UNDER APPLICABLE
SECURITIES LAWS OR EXEMPTION THEREFROM. THE OPTIONEE ALSO REPRESENTS TO THE
COMPANY THAT HE UNDERSTANDS THAT, IF HE INTENDS TO RELY UPON RULE 144
PROMULGATED UNDER THE SECURITIES ACT IN CONNECTION WITH THE SELL OF ANY
SECURITIES ACQUIRED BY HIM UPON THE EXERCISE OF THE OPTIONS, UNDER CURRENT
REGULATIONS HE MUST HOLD THE SECURITIES ACQUIRED FROM THE EXERCISE OF THE
OPTIONS FOR A MINIMUM OF ONE YEAR AFTER EXERCISE. In the case of the exercise
of an Option by a person or estate acquiring the right to exercise the Options
by bequest or inheritance, the Board may require reasonable evidence as to the
ownership of the Options and may require such consents and releases of taxing
authorities as it may deem advisable.
This agreement does not in any way confer any right to continue as a
director of the Company.
By the Optionee's and the Company's signatures below, the Optionee and
the Company agree that these Options are granted under and governed by the
terms and conditions of this agreement.
3
RSI HOLDINGS, INC.
By: /s/ Xxxx Xxxxxx
Title: Chairman
WITNESS:
/s/ Xxxx X. Xxxxxx
OPTIONEE:
/s/ C. C. Guy
C.C. Guy
