EXHIBIT 4.3
NATIONAL INVESTMENT MANAGERS INC.
STOCK OPTION CONTRACT
THIS STOCK OPTION CONTRACT ("Contract") entered into as of August 2,
2005, between National Investment Managers Inc., a Florida corporation (the
"Company"), and Xxxxxxx X. Xxxxx (the "Optionee").
W I T N E S S E T H:
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1. In consideration for services to be rendered by the Optionee to the
Company in his capacity as a President of the Company's subsidiary, Xxxxxxx X.
Xxxxx & Associates, Inc. ("SHRA"), pursuant to that certain Employment
Agreement, of even date herewith, between the Optionee and SHRA (the "Employment
Agreement"), the Company hereby grants to the Optionee an option ("Option") to
purchase an aggregate of Fifty Thousand (50,000) shares of Common Stock, $.001
par value per share, of the Company ("Common Stock") at an exercise price of
$1.50 per share, being at least equal to the fair market value of such shares of
Common Stock on the date hereof.
2. The term of this Option shall be five (5) years from the date hereof.
This Option shall vest in twenty-four (24) equal monthly installments,
commencing September 1, 2005, or, if sooner, upon a Change of Control of the
Company.
"Change of Control" shall mean (i) an acquisition of voting securities of
the Company by any "person" (as the term "person" is used for purposes of
Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") (a "Person") immediately after which such Person has
"beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the
0000 Xxx) of 50% or more of the combined voting power of the Company's
then-outstanding voting securities; or (ii) a merger or consolidation that
results in more than 50% of the combined voting power of the Company's
then-outstanding voting securities changing ownership; or (iii) the sale of all
or substantially all of the Company's assets.
3. This option shall be exercised by giving written notice to the Company
at its then principal office, presently 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Chief Financial Officer, stating that the Optionee is
exercising the option hereunder, specifying the number of shares being purchased
and accompanied by payment in full of the aggregate purchase price therefor in
cash or by certified check.
4. Upon the termination of Optionee's employment for Cause (as defined in
the Employment Agreement) or upon Optionee's voluntary termination of his
employment with SHRA, any unvested Options and any vested but unexercised
Options shall automatically become null and void and shall automatically
terminate.
5. If the Optionee's employment with SHRA is terminated on account of
death or Disability (as defined in the Employment Agreement), any unvested
Options shall immediately and automatically become null and void and shall
terminate, and the Optionee or the Optionee's legal representative may exercise
the Option, to the extent exercisable on the date of death or Disability, at any
time within ninety (90) days after termination of employment but in no event
after the expiration of the term of the Option.
6. If the Optionee's employment with SHRA is terminated without Cause or
due to SHRA's non-renewal of the Employment Agreement upon expiration of the
original one-year term of the Employment Agreement, Optionee's Options shall
nonetheless continue to vest in accordance with the foregoing 24-month schedule,
and Optionee shall be entitled to exercise any vested options throughout the
balance of the term of the Option.
7. Notwithstanding the foregoing, 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 this 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
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel satisfactory to the
Company, in form, substance and scope satisfactory to the Company, as to the
applicability of such exemption to the proposed sale or distribution. Such
representations and warranties shall also be deemed to be made by the Optionee
upon each exercise of this option. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under the
Securities Act.
8. In the event of any change in the outstanding Common Stock by reason of
a stock dividend, recapitalization, merger in which the Company is the surviving
corporation, spin-off, split-up, combination or exchange of shares or the like
which results in a change in the number or kind of shares of Common Stock which
are outstanding immediately prior to such event, the aggregate number and kind
of shares subject to the option and the exercise price thereof shall be
appropriately adjusted by the Board of Directors, whose determination shall be
conclusive and binding on all parties.
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9. The Company may 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 requirements
of the Securities Act or (b) implement the provisions of this Contract or any
other agreement between the Company and the Optionee with respect to such shares
of Common Stock.
10. Nothing herein shall confer upon the Optionee any right to continue as
an employee of the Company or its affiliates or interfere in any way with any
right of the Company or its affiliates to terminate such employment, subject to
the terms of the Employment Agreement.
11. The Optionee represents and agrees that he will comply with all
applicable laws relating to the grant and exercise of this option and the
disposition of the shares of Common Stock acquired upon exercise of the option,
including without limitation, federal and state securities and "blue sky" laws.
12. This option is not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any legal representative of the
Optionee.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without regard to the
conflicts of law rules thereof that would defer to the substantive laws of any
other jurisdiction.
15. The invalidity or illegality of any provision herein shall not affect
the validity of any other provision.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of
the day and year first above written.
NATIONAL INVESTMENT MANAGERS INC.
By:
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OPTIONEE:
XXXXXXX X. XXXXX
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