EXHIBIT 10.27
STOCK OPTION AGREEMENT
This Agreement made as of this 6th day of December, 1996, by and
between IRATA, INC., a Texas corporation (the "Company"), and XXXXXX X. XXXXXXX,
XX. (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Optionee is a valued employee of the Company, having
substantial responsibility for its future growth; and
WHEREAS, the Board of Directors of the Company considers it advisable
and in the best interest of the Company to provide the Optionee with additional
incentive by providing the Optionene with a proprietary interest in the success
of the Company; and
WHEREAS, in order to provide the Optionee with a proprietary interest
in the Company, the Board has granted the Optionee an option to purchase Class A
Common Stock, $.10 par value ("Class A Stock"), of the Company.
NOW, THEREFORE, in order to set forth the terms and conditions of such
option, the Company and the Optionee hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the option to
purchase 67,500 shares of Class A Stock at a price of $.50 per share,
such purchase to be upon the terms and conditions hereinafter set forth.
The Option granted hereunder is granted under the 1996 Stock Option Plan
of the Company (the "Plan") and is designated as an "Incentive Stock
Option" under the Plan.
2. Amount and Dates Exercisable. The Optionee shall become immediately
vested with respect to 33,750 shares which shall become exercisable
August 1, 1997. The remainder of this option shall become exercisable
with respect to 11,250 shares on November 1, 1998; shall become
exercisable with respect to an additional 11,250 shares on November 1,
1999; shall become exercisable with respect to an additional 11,200
shares on November 1, 2000; and shall be fully exercisable thereafter
until November 3, 2002, when this option shall expire.
3. Exercise of Option. The option granted hereunder shall be exercised in
accordance with Section 6 of the Plan by delivering to the Company a
written notification specifying the number of shares of Class A Stock
which the Optionee desires to purchase, together with payment of the
exercise price either by check, cash, certified check, bank draft,
postal or express money order to the order of the Company, by delivery
to the Company for cancellation of a portion of this option that is then
exercisable valued at "Fair Market Value", or by delivery to the Company
of other shares of Class A Stock valued at "Fair Market Value" or by any
combination of such methods. For purposes hereof the "Fair Market Value"
of a portion of this option or shares of Class A Common Stock shall be
determined in good faith by the Board of Directors of the Company. As
promptly as practical after receipt of such written notification and
payment, the Company shall deliver to the Optionee a certificate for the
number of shares with respect to which the option has
been exercised in accordance with Section 6 of the Plan.
4. Transferability of Option. Except as hereinafter set forth, this option
shall not be transferable by the Optionee otherwise than by will or
under the laws of descent and distribution, and shall be exercisable,
during Optionee's lifetime, only by Optionee.
5. Termination of Service of Optionee. In the event that the Optionee
ceases to be an employee of the Company by reason other than death
before the expiration date of this option ("Expiration Date"), this
option shall terminate and the Optionee shall have the right, prior to
three months after the date of termination and prior to the Expiration
Date, to exercise any vested or exercisable portion of this option. In
the event of death, Optionee's executors, administrators or any person
or persons to whom this option may be transferred by will or by the laws
of descent and distribution, shall have the right, prior to twelve
months after the date of death and prior to the Expiration Date, to
exercise this option in whole or in part to the extent to which the
Optionee was entitled to exercise this option immediately prior to the
death of Optionee.
6. Requirements of Law. The Company shall not be required to sell or issue
any shares under this option if the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions
of any law or regulation of any governmental authority.
Specifically in connection with the Securities Act of 1933 (as now in
effect or hereunder amended) (the "'33 Act"), upon exercise of this option,
unless a registration statement under the '33 Act is in effect with respect to
the shares of Class A Stock covered hereby, the Company shall not be required to
issue such shares unless the Company has received evidence satisfactory to it to
the effect that the issuance of shares is exempt from the registration
provisions of the '33 Act, the Optionee is acquiring such shares for investment
and not with a view to distribution thereof, and unless the certificate issued
representing the share of Class A Stock bears a legend in substantially the
following form:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any State and may not be sold or transferred except upon such registration
or upon receipt by the corporation of an opinion of counsel for the
Corporation that registration is not required for such sale or transfer."
Any determination in this connection by the Company shall be final, binding and
conclusive. At such time as a registration statement under the '33 Act is in
effect with respect to the shares of Class A Stock represented by certificates
bearing the above legend or at such time as, in the opinion of counsel for the
Company, such legend is no longer required solely for compliance with applicable
securities laws, then the holders of such certificates shall be entitled to
exchange such certificates for certificates representing a like number of shares
but without such legend. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the '33 Act.
Specifically in connection with The Securities Act of the State of Texas
(as now in effect or hereafter amended) (the "Texas Act"), upon exercise of this
option, unless a registration statement
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under the Texas Act is in effect with respect to the shares of Class A Stock
covered hereby, the Company shall not be required to issue such shares unless,
in the opinion of counsel for the Company, the issuance of such shares is exempt
from the provisions of the Texas Act. The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Texas Act.
The Company shall not be obligated to take any other affirmative action in
order to cause the exercise of this option or the issuance of shares pursuant
hereto to comply with any law or regulation of any governmental authority.
7. No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to shares covered by this option until the date
of issuance of a stock certificate for such shares; no adjustment for
dividends, or otherwise, shall be made if the record date therefor is
prior to the date of issuance of such certificate.
8. Changes in the Company's Capital Structure.
(i) The existence of this Option shall not affect in any way the
right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital
structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
(ii) If, while this Option is outstanding, the Company shall effect a
subdivision or consolidation of shares or other increase or
reduction of the number of shares of the Common Stock
outstanding without receiving compensation therefor in money,
services or property, then (a) in the event of an increase in
the number of such shares outstanding, the number of shares of
Common Stock then subject to this Option shall be
proportionately increased; and (b) in the event of a decrease in
the number of such shares outstanding the number of shares then
available under this Option shall be proportionately decreased.
(iii) After a merger of one or more corporations into the Company, or
after a consolidation of the Company and one or more
corporations in which the Company shall be the surviving
corporation, the holder of this Option shall, at no additional
cost, be entitled upon exercise of this Option to receive
(subject to any required action by stockholders) in lieu of the
number of shares as to which this Option shall then be so
exercisable, the number and class of shares of stock or other
securities to which such holder would have been entitled to
receive pursuant to the terms of the agreement of merger or
consolidation if, immediately prior to such merger or
consolidation, such holder had been the holder of record of a
number of shares of the Company equal to the number of shares as
to which this Option had been exercisable.
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(iv) If the Company is merged into or consolidated with another
corporation or other entity under circumstances where the
Company is not the surviving corporation, or if the Company
sells or otherwise disposes of substantially all of its assets
to another corporation or other entity while this Option remains
outstanding, then the Plan Administrator (as defined in the
Plan) may direct that any of the following shall occur:
(a) If the successor entity is willing to assume the obligation
to deliver shares of stock or other securities after the
effective date of the merger, consolidation or sale of
assets, as the case may be, the holder of this Option shall
be entitled to receive, upon the exercise of this Option and
payment of the option price, in lieu of shares of Common
Stock, such shares of stock or other securities as the
holder of this Option would have been entitled to receive
had this Option been exercised immediately prior to the
consummation of such merger, consolidation or sale.
(b) The Plan Administrator may waive any limitations set forth
in or imposed pursuant to the Plan or this Option Agreement
with respect to this Option such that this Option shall
become exercisable prior to the record or effective date of
such merger, consolidation, or sale of assets.
(c) The Plan Administrator may cancel this Option as of the
effective date of any such merger, consolidation, or sale of
assets provided that prior notice of such cancellation shall
be given to the holder of this Option at least 30 days prior
to the effective date of such merger, consolidation, or sale
of assets, and the holder of this Option shall have the
right to exercise this Option in full during a period of not
less than 30 days prior to the effective date of such
merger, consolidation, or sale of assets.
(v) Except as provided in the Plan, the issuance by the Company of
Common Stock or any other shares of capital stock or securities
convertible into shares of capital stock, for cash property,
labor done, or other consideration, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock then subject to this
Option.
9. Optionee has been previously granted options under the Company's 1993
Stock Option Plan. This grant has been made to Optionee conditioned upon
Optionee's agreement to surrender and cancel the options previously
granted under the 1993 Plan. Accordingly, by the acceptance hereof,
Optionee hereby surrenders and cancels all unexercised options granted
to Optionee under the 1993 Plan.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on this ___ day of _____________, 19__, but as of the day and year
first above written.
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IRATA, INC.
By:____________________________________
Authorized Officer
By:____________________________________
XXXXXX X. XXXXXXX, XX., Optionee
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