BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
STOCK OPTION AGREEMENT
XXXXXXX X. XXXXX (the "Optionee") has been granted an option (the
"Option") as of February 13, 2004 to purchase 10,000 shares of Common Stock of
Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the
"Companies"). The Option shall be subject to the following terms and
conditions:
1. PURCHASE PRICE. With respect to the shares of Common Stock of the Companies
subject to the Option to be delivered in unit form (the "Shares"), 10,000
Shares may be purchased for $17.75 per share.
2. DURATION OF OPTION. The Option shall expire, and all rights to purchase
Shares pursuant thereto shall cease, on February 13, 2009.
3. EXERCISABILITY. The Shares subject to the Option may be purchased
immediately, without any vesting period, and throughout the duration of the
Option.
4. PURCHASE OF OPTION SHARES. The Optionee may purchase the Shares subject to
the Option in whole at any time, or in part from time to time, by delivering
to the Secretary of the Companies written notice specifying the number of
Shares being purchased, together with payment in full of the purchase price
of such Shares plus any applicable federal, state or local taxes for which
the Companies have a withholding obligation in connection with such
purchase. Such payment shall be made in whole or in part in cash, or by
personal check, certified check, money market check or bank draft payable to
the order of the Companies.
5. NONTRANSFERABILITY. The Option shall not be transferable other than (i) by
will, (ii) by the laws of descent and distribution, (iii) pursuant to the
terms of a qualified domestic relations order or (iv) in circumstances other
than those set forth in (i) - (iii) above, with the express written approval
of the Companies.
6. ISSUANCE OF SHARES: RESTRICTIONS.
(i)The Companies shall, within ten business days after Shares subject to the
Option have been purchased in whole or in part, deliver to the Optionee a
certificate, registered in the name of the Optionee, for the number of
Shares so purchased. The Companies may legend any Share certificate issued
hereunder to reflect any restrictions deemed necessary by the Companies to
comply with the federal securities laws.
(ii)The Companies may require, prior to and as a condition of the issuance of
any Shares, that the Optionee furnish the Companies with a written
representation, in a form acceptable to the Companies' counsel, to the
effect that the Optionee is acquiring such Shares solely with a view to
investment for the Optionee's own account and not with a view to the resale
or distribution of all or any part thereof, and that the Optionee will not
dispose of any of such Shares otherwise than in accordance with the
provisions of Rule 144 under the Securities Act of 1933, as amended (the
"1933 Act"), unless and until either the Shares are registered under the
1933 Act or the Companies are satisfied that an exemption from such
registration is available.
(iii) Anything contained herein to the contrary notwithstanding, the companies
shall not be obligated to sell or issue any Shares pursuant to the Option
unless and until the Companies are satisfied that such sale or issuance
complies with (A) all applicable requirements of the National Association of
Securities Dealers (or the governing body of the principal market in which
the Companies' Common Stock is traded), (B) all applicable provisions of the
1933 Act and (C) all other laws or regulations by which the Companies are
bound or to which the Companies are subject.
7. ADJUSTMENTS. In the event that the Companies make any distribution of cash,
Common Stock, assets or other property to shareholders which results from
the sale or disposition of a major asset or separate operating division of
the Companies or any other extraordinary event and, in the judgment of the
Board of Directors of the Companies (the "Board"), such change or
distribution would significantly dilute the rights of Optionee hereunder,
then the Board may make appropriate adjustments to the number of Shares
subject to and/or the purchase price of the Option. The adjustments
determined by the Board shall be final, binding and conclusive.
8. AMENDMENT. This Option Agreement shall not be amended or revised in any
respect unless such amendment is in writing and executed by the Companies
and the Optionee.
9. TERMINATION. In the event Optionee shall resign as a Director of the
Companies, the Option shall terminate and the Optionee shall have no further
rights hereunder.
10.GOVERNING LAW. This Option Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
11.OPTIONEE ACKNOWLEDGMENT. Optionee acknowledges receipt of a copy of this
Option Agreement and hereby agrees to be bound by all provisions of this
Option Agreement.
Date of Grant: February 13, 2004
By: BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chairman of the Board
Attest:
/s/ Xxxxx Xxx XxXxxxx
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Optionee
