EXHIBIT 10.1
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SIGNATURE EYEWEAR, INC.
STOCK PURCHASE AGREEMENT
COMPANY: Signature Eyewear, Inc., a California corporation (the
"COMPANY")
PURCHASER: ____________________("PURCHASER")
NUMBER OF SHARES: ____________________(the "SHARES")
PURCHASE PRICE: $0.80 per share
DATE: March 24, 2006
This Stock Purchase Agreement is made and entered into by and between the
Company and Purchaser, a director of the Company, pursuant to the 1997 Stock
Plan (the "PLAN") of the Company.
1. PURCHASE AND SALE OF STOCK. The Company hereby issues and sells to
Purchaser, and the Purchaser hereby purchases from the Company, the number of
shares set forth above for the purchase price set forth above. The Purchaser has
paid the purchase price by delivering to the Company a check in the amount of
the purchase price.
2. REPRESENTATION OF PURCHASER. Purchaser represents to the Company that
Purchaser is acquiring the Shares for Purchaser's own account for investment and
not with a view to, or for resale in connection with, a distribution of the
Shares. Purchaser agrees that any resale of the Shares must be in compliance
with applicable federal and state securities laws.
3. AGREEMENT OF PURCHASER. Purchaser agrees not to sell, transfer or assign
any of the Shares for one year following the date of this Agreement, provided,
however, that Purchaser may sell, transfer and assign the Shares as part of a
merger or other corporate combination involving the Company which has been
approved by the Board of Directors, and Purchaser may sell, transfer or assign
the Shares to family trusts, IRAs, pensions or other entities over which
Purchaser exercises sufficient control to cause them to comply with the transfer
restrictions in this Section 3. Each certificate evidencing the Shares shall
bear the following legend for one year following the date of this Agreement:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER PURSUANT TO AN AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED
HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE ISSUER."
4. NOTICES. All notices, requests, demands and other communications
(collectively, "NOTICES") given pursuant to this Agreement shall be in writing,
and shall be delivered by personal service, courier, facsimile transmission or
by United States first class, registered or certified mail, postage prepaid,
addressed to the Company at its principal executive offices, attention Chief
Executive Officer, or to Purchaser at Purchaser's last known address on the
Company's records. Any Notice, other than a Notice sent by registered or
certified mail, shall be effective when received; a Notice sent by registered or
certified mail, postage prepaid return receipt requested, shall be effective on
the earlier of when received or the third day following deposit in the United
States mails. Any party may from time to time change its address for further
Notices hereunder by giving notice to the other party in the manner prescribed
in this Section.
5. ENTIRE AGREEMENT. This Agreement contains the sole and entire agreement
and understanding of the parties with respect to the entire subject matter of
this Agreement, and any and all prior discussions, negotiations, commitments and
understandings, whether oral or otherwise, related to the subject matter of this
Agreement are hereby merged herein.
6. GOVERNING LAW. This Agreement has been made and entered into in the
State of California and shall be construed in accordance with the laws of the
State of California without giving effect to the principles of conflicts of law
thereof.
7. CAPTIONS. The various captions of this Agreement are for reference only
and shall not be considered or referred to in resolving questions of
interpretation of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
SIGNATURE EYEWEAR, INC.
By
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Xxxxxxx Xxxxxx, Chief Executive Officer
PURCHASER
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