EXHIBIT 10.23
LEOPOLD STYLING PRODUCTS, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of
the Grant Date, as set forth on the attached Exhibit A, by and between LEOPOLD
STYLING PRODUCTS, INC., a Delaware corporation (the "Company"), and the person
listed on the attached Exhibit A (the "Optionholder").
Optionholder is a key person associated with the Company, and
the Company considers it desirable and in its best interest that Optionholder be
given an inducement to acquire a proprietary interest in the Company and added
incentive to advance the interest of the Company by possessing an option to
purchase the Company's Stock.
NOW, THEREFORE, it is agreed by and between the parties as
follows:
1. GRANT OF OPTION. The Company hereby grants to Optionholder,
as of the grant date (the "Grant Date") specified in the attached Exhibit A, the
right, privilege and option to purchase shares of Stock as set forth on the
attached Exhibit A (the "Optioned Shares"), subject in all respects to the
terms, conditions and provisions of this Agreement. It is set forth in Exhibit A
whether or not the option is intended to be an incentive stock option ("ISO") as
defined in Section 422 of the Code.
2. OPTION PRICE. The option price (the "Option Price") as
determined by the Company is set forth on the attached Exhibit A, which price
has been determined by the Company to be not less than 100 percent of the fair
market value per share of the Stock on the date of grant of this option (110
percent if an option is an ISO and the Optionholder is a stockholder who at the
date of the grant of this option owns stock possessing more than ten percent of
the combined voting power of all classes of stock of the Company or any parent
or subsidiary of the Company).
3. VESTING OF OPTION. The time at which the Optioned Shares
vest and Optionholder may exercise his granted option with respect to such
Optioned Shares shall be as described on Exhibit A attached hereto. Optioned
Shares that have vested may be acquired at any time, and from time to time, in
whole or in part, until the option expires as provided in Section 6 hereof.
4. EXERCISE OF OPTION. The option issued hereunder shall be
exercisable by written notice to the Company, addressed to the Company at its
principal place of business.
5. LOCKUP AGREEMENT. Upon the proper exercise of any option,
Optionholder may be required to agree not to sell or otherwise transfer any
acquired Optioned Shares during any stock lockup period agreed to by the Company
and any underwriter associated with such public offering.
6. TERMINATION OF OPTION. Except as otherwise set forth on
Exhibit A, this option, to the extent not previously exercised, shall terminate
upon the first to occur of the tenth anniversary of the Grant Date.
7. NO PRIVILEGE OF STOCK OWNERSHIP. The holder of the option
granted hereunder shall not have any of the rights of a stockholder with respect
to the Optioned Shares until such Optionholder shall have exercised the option,
paid the Option Price, and received a stock certificate for the purchased shares
of Stock.
8. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this
option and the issuance of the Stock upon such exercise shall be subject to
compliance by the Company and the Optionholder with all applicable requirements
of law relating thereto and with all applicable regulations of any stock
exchange in which the shares of the Stock may be listed at the time of such
exercise and issuance. In connection with the exercise of this option,
Optionholder shall execute and deliver to the Company such representations in
writing as may be requested by the Company in order for it to comply with
applicable requirements of federal and state securities laws.
9. LIABILITY OF THE COMPANY. The inability of the Company to
obtain approval from any regulatory body having authority deemed by the Company
to be necessary to the lawful issuance and sale of any Stock pursuant to this
Agreement shall relieve the Company of any liability with respect to the
nonissuance or sale of the Stock as to which such approval shall not have been
obtained. The Company, however, shall use its best efforts to obtain all such
approvals.
10. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon the Optionholder any right to
continue in the service of the Company (or any parent or subsidiary corporation
of the Company employing or retaining Optionholder) for any period of time or to
interfere with or otherwise restrict in any way the rights of the Company (or
any parent or subsidiary corporation of the Company employing or retaining
Optionholder) or the Optionholder, which rights are hereby expressly reserved by
each, to terminate the service of Optionholder at any time for any reason
whatsoever, with or without cause.
11. ASSIGNABILITY. Except as specifically set forth on Exhibit
A, neither this option nor any rights or privileges conferred thereby shall be
assignable or transferable by the Optionholder other than by will or by the laws
of descent and distribution, and this option shall be exercisable only by
Optionholder during the Optionholder's lifetime.
12. BINDING AFFECT. This agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
13. SECURITIES MATTERS.
(a) EXERCISE OF OPTION. The option granted hereunder
may be exercised by the Optionholder only if (i) the shares of Stock which are
to be issued upon such execution are registered under the Securities Act of
1933, as amended (the "1933 Act"), the Arizona Securities Act, as amended (the
"Arizona Act"), and the securities laws of any other applicable jurisdiction, or
(ii) the Company, upon advice of counsel, determines that the issuance of the
shares of Stock upon the exercise of the Optionholder is exempt from
registration requirements.
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(b) RESTRICTION OF SHARES. The Company is under no
obligation to register, under the 1933 Act, the Arizona Act or the securities
laws of any other jurisdiction, any of the shares of Stock to be issued to the
Optionholder upon the exercise of any option or to take any action which would
make available any exemption from registration. If the shares to be issued to
the Optionholder upon the exercise of any option have not been registered under
the 1933 Act, the Arizona Act or the securities laws of any other jurisdiction,
those shares will be "restricted securities" within the meaning of Rule 144
under the 1933 Act and must be held indefinitely without any transfer, sale or
other disposition unless (a) the shares are subsequently registered under the
1933 Act, the Arizona Act and the securities laws of any other applicable
jurisdiction, or (b) the Optionholder obtains an opinion of counsel which is
satisfactory to counsel for the Company that the shares may be sold in reliance
on an exemption from registration requirements.
14. NOTICES. Any notice required to be given or delivered
to the Company under the terms of this Agreement shall be in writing and
addressed to the Company in care of the Corporate Secretary at its principal
corporate offices. Any notice required to be given or delivered to Optionholder
at the address indicated on Exhibit A. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.
15. GOVERNING LAW. The interpretation, performance,
and enforcement of this Agreement shall be governed by the laws of the State of
Arizona.
IN WITNESS WHEREOF the parties hereto have executed this
agreement or caused it to be executed on the day and year first above written.
LEOPOLD STYLING PRODUCTS, INC.
By:
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Name:
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Its:
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ATTESTED BY:
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Secretary Optionholder
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LEOPOLD STYLING PRODUCTS, INC.
EXHIBIT A
Optionholder: Xxxxxx X. Xxxxxxxx
Address of
Optionholder: --------------------------------------------------------------
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Grant Date: June 29, 1995
Optioned Shares: 161,571
Option Price: $0.10
Check One Box:
[ ] It is intended that the options are "incentive stock options" under section
422 of the Code.
[X] It is intended that the options are nonqualified options.
Vesting Schedule
All of the options shall vest and become exercisable on June
29, 1999; provided, however, that the Company's Board of
Directors in its sole discretion may accelerate the vesting of
the options if the Company's earnings per share, calculated in
accordance with generally accepted accounting practices, for
the calendar years ended December 31, 1997 and December 31,
1998 shall exceed, in aggregate, $2.30.
