EXHIBIT 4
STOCK OPTION AGREEMENT
AGREEMENT made as of April 27, 1997, by and between Niagara
Corporation (formerly International Metals Acquisition Corporation), a
Delaware corporation ("Niagara"), and Xxxxxxx Xxxxxx (the "Director").
WHEREAS, on August 15, 1995, Niagara's Board of Directors (the
"Board") approved the International Metals Acquisition Corporation 1995
Stock Option Plan (the "Plan");
WHEREAS, on May 16, 1996, Niagara's stockholders approved the
Plan;
WHEREAS, on September 13, 1996, on the recommendation of the
Compensation Committee of the Board (the "Compensation Committee"), the
Board amended the Plan to provide for grants of stock options to directors
of Niagara and its subsidiaries (collectively, the "Company"); and
WHEREAS, the Compensation Committee desires to grant to the
Director a NonQualified Stock Option under the Plan to acquire an aggregate
of 10,000 shares of Niagara common stock, par value $.001 per share (the
"Stock"), on the terms set forth
herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Plan.
2. Grant of Option. The Director is hereby granted a
Non-Qualified Stock Option (the "Option") to purchase an aggregate of
10,000 shares of Stock, pursuant to the terms of this Agreement and the
provisions of the Plan.
3. Option Price. The exercise price of the Option shall be
$5.50 per share of Stock issuable pursuant to the exercise thereof.
4. Conditions to Exercisability. (a) Immediately following the
execution of this Agreement, the Option shall be exercisable as to 2,000
shares of Stock covered by the Option. The Option shall become exercisable
with respect to an additional 2,000 of such shares on each of the next four
anniversaries of this Agreement, provided that the Director continues to
serve as a director of Niagara on such date.
(b) Notwithstanding the foregoing, the Option shall
become exercisable in full upon the occurrence of a Change in Control of
Niagara (as defined in the Plan).
5. Period of Option. This Option shall expire on the earliest
to occur of:
(a) the tenth anniversary of the date of this Agreement;
and
(b) 90 days after the date on which the Director, for any
reason, ceases to serve as a director of Niagara.
6. Exercise of Option. (a) The Option shall be exercised in the
following manner: the Director shall deliver to Niagara written notice
specifying the number of shares of Stock which he elects to purchase. The
Director must include with such notice full payment of the exercise price
for the Stock being purchased pursuant to such notice. Payment of the
exercise price must be made in cash or in shares of Stock having a Fair
Market Value equal to such Option price or in a combination of cash and
Stock. In lieu of full payment of the exercise price in cash, upon request
of the Director, Niagara may, at its discretion, allow the Director to
exercise the Option or a portion thereof through a cashless exercise
procedure.
(b) Upon the disposition of shares of Stock acquired
pursuant to the exercise of the Option, Niagara shall have the right to
require the payment of the amount of any taxes which are required by law to
be withheld with respect to such disposition.
(c) The Director will not be deemed to be a holder of any
shares of Stock pursuant to exercise of the Option until the date of the
issuance of a stock certificate to him for such shares and until such
shares are paid for in full.
7. Entire Agreement. This Agreement and the Plan contain all
the understandings between the parties hereto pertaining to the matters
referred to herein, and supersedes all undertakings and agreements, whether
oral or in writing, previously entered into by them with respect thereto.
The Director represents that, in executing this Agreement, he does not rely
and has not relied upon any representation or statement not set forth
therein made by the Company with regard to the subject matter, bases or
effect of this Agreement or otherwise.
8. Amendment or Modification; Waiver. No provision of this
Agreement may be amended or waived unless such amendment or waiver is
agreed to in writing, signed by the Director and by a duly authorized
officer of Niagara. No waiver by any party hereto of any breach by another
party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same time, any prior time or any
subsequent time.
9. Notices. Any notice to be given hereunder shall be in
writing and shall be deemed given when delivered personally, sent by
courier or telecopy or registered or certified mail, postage prepaid,
return receipt requested, addressed to the party concerned at the address
indicated below or to such other address as such party may subsequently
give notice of hereunder in writing:
To the Director at:
000 Xxxx Xxx Xxxxxx
Xxxxxxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
To Niagara at:
Niagara Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
With a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
Any notice delivered personally or by courier under this
Section 9 shall be deemed given on the date delivered and any notice sent
by telecopy or registered or certified mail, postage prepaid, return
receipt requested, shall be deemed given on the date telecopied or mailed.
10. Severability. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to such person or circumstances other than
those to which it is so determined to be invalid and unenforceable, shall
not be affected thereby, and each provision hereof shall be validated and
shall be enforced to the fullest extent permitted by law.
11. Survival. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and
obligations.
12. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware, without
regard to its conflicts of laws principles.
13. Headings. All descriptive headings of sections and
paragraphs in this Agreement are intended solely for convenience, and no
provision of this Agreement is to be construed by reference to the heading
of any section or paragraph.
14. Construction. This Agreement is made under and subject to
the provisions of the Plan, and all of the provisions of the Plan are
hereby incorporated herein as provisions of this Agreement. If there is a
conflict between the provisions of this Agreement and the provisions of the
Plan, the provisions of the Plan will govern. By signing this Agreement,
the Director confirms that he has received a copy of the Plan and has had
an opportunity to review the contents thereof.
15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
NIAGARA CORPORATION
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx
President
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
