EXHIBIT 12
NO. OF SHARES: 1,100,000
---------
QUESTRON TECHNOLOGY, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of March 29, 1999, between QUESTRON TECHNOLOGY,
INC., a Delaware corporation (`Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Executive").
1. GRANT OF OPTION
The Company, effective March 29, 1999 ("Date of Grant") hereby grants
to the Executive the option to purchase all or any part of an aggregate
of 1,100,000 shares of common stock, par value $0.001 per share, of
Questron ("Common Stock") on the terms and conditions herein set forth
("Option").
2. PURCHASE PRICE
The purchase price of the shares of Common Stock subject to the Option
shall be $4.50 per share ("Exercise Price per Share"), purchasable as
set forth in and subject to the terms and conditions of this agreement.
3. TERMS OF OPTION
A. VESTING AND EXERCISABILITY OF OPTION. The Option shall vest
and become exercisable immediately as of the date hereof. The
Option entitles Executive to purchase, in whole at any time or
in part from time to time, the shares of Common Stock subject
to the Option, provided Executive is continuously employed by
Employer. Notwithstanding the foregoing, the Option shall not
be exercised unless such exercise is in compliance with the
Securities Act of 1933, as amended (the "Securities Act"), all
other applicable laws and regulations (including state
securities laws) and the requirements of any securities
exchange or interdealer quotation system on which the shares
of Common Stock may be listed or included for quotation.
B. EXPIRATION DATE. Except as otherwise provided in this Section
3, the Option may not be exercised after March 29, 2009;
PROVIDED, HOWEVER, if Executive terminates his employment with
Employer or Employer terminates Executive's employment other
than for Cause (as defined herein) prior to such date, any
unexercised portion of the Option shall be terminated sixty
(60) days after the date of termination of Executive's
employment with Employer. If Executive's employment is
terminated by Employer or Cause, any unexercised portion of
the Option shall terminate immediately.
C. EXERCISE PROCEDURE. Subject to the conditions set forth in
this Section 3, the Option shall be exercised by Executive's
delivery of written notice of exercise to the Secretary of
Questron, specifying the number of shares of Common Stock to
be purchased and the Exercise Price per Share to be paid
therefor and accompanied by payment in accordance with Section
3D hereof. Executive may purchase less than the total number
of shares of Common Stock covered hereby, provided that no
exercise of less than all the Option may be for less than 100
whole shares of Common Stock.
D. PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price for
shares of Common Stock purchases upon exercise of an Option
shall be made by delivery to Questron of the "Exercise Price,"
payable in cash (by certified check), or any other method that
is specifically authorized by Questron on or before the time
of exercise. For purposes of this Agreement, the term
"Exercise Price" shall mean the number of shares of Common
Stock being purchased by Executive pursuant to the exercise of
the Option multiplied by the Exercise Price per Share.
E. DELIVERY OF SHARES OF COMMON STOCK. Questron shall (subject to
the foregoing), upon payment of the Exercise Price per Share
for the number of shares of Common Stock purchased and paid
for, make prompt delivery of such shares of Common Stock to
Executive. No shares of Common Stock shall be issued and
delivered upon exercise of an Option unless and until, in the
opinion of counsel for Questron, there shall have been full
compliance with any applicable registration requirements of
the Securities Act, any applicable listing requirements of any
national securities exchange or interdealer quotation system
on which stock of the same class is then traded or included
for quotation, and any other requirements of law, including
state securities laws, or of any regulatory bodies having
jurisdiction over such issuance and delivery. As a condition
to the exercise of this Option, Questron may require Executive
to make such representations and warranties to Questron as may
be required to determine whether such exercise would
constitute a violation of any applicable law or regulation. If
it is determined pursuant to this Section 3 that an Option may
not be exercised, then Questron must return to Executive,
within one (1) business day, any payment made by Executive to
Questron with respect to such Option.
E. NON-TRANSFERABILITY OF OPTION. The Options are personal and no
rights granted in connection with the Option may be
transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise), except by will or
the laws of descent and distribution, nor shall any such
rights be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of an Option of such rights contrary to the
provisions hereof, or upon the levy of any attachment or
similar process upon any Option or such rights, this Options
granted hereunder and all such rights shall, at the election
of Questron, become null and void. Notwithstanding the
foregoing, and to the extent that any such transfer is in
accordance with all applicable federal and state securities
laws, Executive shall be allowed to transfer the Option to a
trust for the sole benefit of Executive and/or members of
Executive's immediate family (a "Permitted Transfer");
PROVIDED, HOWEVER, that prior to making any Permitted
Transfer, Executive shall notify the Company in writing of
such proposed Permitted Transfer and such proposed Permitted
Transfer shall not be effective until Executive and the
proposed transferee shall have executed whatever documentation
Employer may deem appropriate to reflect the foregoing.
F. RIGHTS AS A STOCKHOLDER. Executive shall have no rights as a
stockholder with respect to any shares of Common Stock which
may be purchased by exercise of the Option unless and until a
certificate representing such shares is duly issued to
Executive. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date on such
stock certificate.
G. RECAPITALIZATION. In the event that the outstanding shares of
Common Stock of Questron are changed into or exchanged for a
different number or kind of shares or other securities of
Questron by reason of any recapitalization, reclassification,
stock split, stock dividend, combination or subdivision,
Questron shall make an appropriate and proportionate
adjustment in the number, kind, and Exercise Price per Share,
of shares or other securities subject to the unexercised
Option or portions thereof granted prior to such adjustment.
H. REORGANIZATION. In the event that there is a reorganization or
liquidation of Questron, prior to the expiration date of the
Option, Questron shall, with respect to the Option or any
unexercised portion hereof, as to outstanding Options, either
(A) in the case of a merger, consolidation or reorganization
of Questron, make appropriate provision for the protection of
any such outstanding Options by the substitution on an
equivalent basis of appropriate stock of Questron, or of the
merged, consolidated or otherwise reorganized corporation that
will be issuable in respect of the shares of Common Stock of
Question (provided that no additional benefits shall be
conferred upon Executive as a result of such substitution), or
(B) upon written notice to Executive, provide that all
unexercised Options must be exercised within a specified
number of days of the date of such notice or they will be
terminated, or (C) upon written notice to Executive, provide
that all unexercised Options shall be purchased by Questron or
its successor within a specified number of days of the date of
such notice at a purchase price per share equal to the
difference between the transaction value per share over the
Exercise Price per Share of the Option. Any Option or portion
thereof purchased by Questron in this manner shall be canceled
and shall have no further force or effect.
2
I. WITHHOLDING TAXES. Questron's obligation to deliver shares of
Common Stock upon the exercise of an Option shall be subject
to Executive's satisfaction of all applicable federal, state
and local income and employment tax withholding requirements
with respect to the Option. In satisfaction of such tax
withholding requirements, Executive may make a written
election, which may be accepted or rejected in the discretion
of Employer, to have withheld a portion of the shares of
Common Stock issuable to him upon exercise of the Option,
having an aggregate fair market value, on the date preceding
the date of such issuance, equal to the amount of the tax
withholding requirements.
4. EXECUTIVE'S REPRESENTATIONS
Executive hereby:
A. represents and warrants that the Option and any
shares of Common Stock issuable upon exercise thereof
(together, the "Securities") are being acquired as an
investment and not with a view to the distribution
thereof;
B. acknowledges that none of the Securities have been
registered under the Securities Act, in reliance on
an exemption therefrom, and that none of the
Securities have been approved or disapproved by the
United States Securities and Exchange Commission or
by any other Federal or state agency; and
C. acknowledges that none of the Securities can be sold,
transferred or assigned unless registered by Questron
(which Executive has the right to compel) pursuant to
the Securities Act and any applicable state
securities laws, or unless an exemption therefrom is
available, and, accordingly, it may not be possible
for Executive to liquidate its investment in the
Securities, and agrees not to sell, assign or
otherwise transfer or dispose of the Securities
unless such Securities have been so registered or an
exemption from registration is available.
5. LEGEND ON STOCK CERTIFICATE
Executive understands that, any shares of Common Stock acquired upon
exercise of an Option may not have been registered under the Securities
Act nor the securities laws of any state. Accordingly, unless all such
registrations are then in effect, all stock certificates representing
shares of Common Stock issued to Executive upon exercise of an Option
shall have affixed thereto a legend substantially in the following
form, in addition to any other legends required by applicable state
law:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT') OR THE SECURITIES LAWS
OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (1) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (11) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (111) AN OPINION OF
COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO
THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE."
3
6. ACCEPTANCE OF PROVISIONS
The execution of this Agreement by the Executive shall constitute the
Executive's acceptance of an agreement to all of the terms and
conditions of this Agreement.
7. NOTICES
All notices and other communications required or permitted under this
Agreement shall be in writing and shall be given either by (i) personal
delivery or regular mail or (ii) first class registered or certified
mail, return receipt requested. Except as otherwise provided in Section
3 hereof, on the exercise, in whole or in part, of the Option, any such
communication shall be deemed to have been given on the date of receipt
in the cases referred to in clause (i) of the preceding sentence and on
the second day after the date of mailing in the cases referred to in
clause (ii) of the preceding sentence. All such communications to the
Company shall be addressed to it, to the attention of its Secretary or
Treasurer, at its principal office at the address first set forth
above, and to the Executive at his last address appearing on the
records of the Company or, in each case, to such other person or
address as may be designated by like notice hereunder.
8. MISCELLANEOUS
This Agreement contains a complete statement of all the arrangements
between the parties with respect to their subject matter, and this
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to the agreements made and to
be performed exclusively in Delaware. The headings of this Agreement
are solely for convenience of reference and shall not affect its
meaning or interpretation.
QUESTRON TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
EXECUTIVE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
