STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is entered into as of the 31st
day of January, 1996, between NOBLE INTERNATIONAL, LTD., a Michigan corporation
("Noble"), and XXXX XXXXXXX, XXXXX XXXXXXX, XXXXX XXXXXXXX, XXX XXXXXXXXXXXXX,
XXX XXXXXXXXX and XXX XXXX (the "Option Holders").
R E C I T A L S
WHEREAS, the Board of Directors ("Board of Directors") of Noble has
approved this Agreement for the granting to the Option Holders of an option to
purchase certain shares of the capital stock of Cass River Coatings, Inc. (the
"Company"); and
WHEREAS, the Board of Directors has determined that it is to the advantage
and best interest of the Company and its shareholder to grant a stock option to
the Option Holders covering 7,500 shares of the Company common stock
(representing twenty-five (25%) percent of the Company's common shares owned by
Noble) as an inducement to remain in the service of the Company as consultants
pursuant to those certain Consulting Agreements of even date herewith and as an
incentive for increased effort during such service, and has approved the
execution of this Agreement between Noble and the Option Holders.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements set forth herein between the parties and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. Grant. Noble grants to the Option Holders the right and option to
purchase on the terms and conditions hereinafter set forth an aggregate of 7,500
shares of the common stock of the Company allocated in accordance with Exhibit
A, at the aggregate purchase price of One Dollar ($1.00) (which price is not
represented to approximate the fair market value of such stock at the date
hereof) exercisable in accordance with the provisions of this Agreement during a
period expiring on the "Expiration Date" as defined in Section 2 hereof, below.
2. Term. Except as may otherwise be provided in this Agreement, this Option
may be exercised at any time with respect to 6,000 shares covered hereby and at
any time after January 31, 2000 through the Expiration Date with respect to the
remaining 1,500 shares; provided, however, should Noble enter into an agreement
to sell substantially all of the Company (regardless of the form which that
transaction may take) prior to January 31, 2000, then the Option Holders may
exercise this Option with respect to all of the shares covered hereby prior to
the closing of said sale. The date upon which all obligations of the Company to
the Option Holders under the Consulting Agreements are discharged is the
"Expiration Date" for purposes of this Agreement; provided, however, should the
Consulting Agreements be discharged prior to January 31, 2000, then the Option
Holders shall have thirty (30) days from the date of discharge to exercise the
Option granted hereunder.
3. Exercise. The exercise of this Option shall be by written notice of
exercise delivered to the President of Noble, and accompanied by payment to
Noble of the full purchase price. The notice of exercise shall be signed by all
Option Holders and state the number of shares allocated to each of the Option
Holders; Noble shall deliver separate certificates to each of the Option Holders
in the number of shares specified. The purchase price upon exercise of this
Option shall be payable in cash, cashiers check or bank draft. No shares of
common stock shall be transferred upon the exercise of this Option until full
payment therefor has been made.
4. Shareholder Agreement. The Option Holders shall, prior to acquiring
their respective shares as set forth in Section 3, execute and deliver to the
Company a Shareholder Agreement in the form and substance acceptable by the
Company.
5. Securities Laws. This Option may not be exercised if the transfer of the
shares upon such exercise would constitute a violation of any applicable federal
or state securities laws or other laws or regulations. Without limiting the
foregoing, the Option Holders hereby agree that if the shares of stock covered
by this Option have not been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, they will purchase all
such shares of stock for investment and not for resale or for distribution and
that upon exercise of this Option the person entitled to exercise the same
shall, upon the request of the Company, furnish evidence satisfactory to the
Company (including a written and signed representation) to that effect in form
and substance satisfactory to the Company, including an indemnification of the
Company in the event of any violation of the Securities Act of 1933 by such
person. Furthermore, the Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock purchased upon exercise of this Option
indicating that such shares have not been registered with the Securities and
Exchange Commission and may so notify its Transfer Agent, and may take such
other action as it deems necessary or advisable to comply with any other
regulatory or governmental requirements.
6. Assignment. This Option and the rights and privileges granted hereby
shall not 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. Upon any attempt to so transfer, assign, pledge, hypothecate or
otherwise dispose of this Option or any right or privileges contained herein
shall immediately become null and void and of no further force or effect.
Notwithstanding the aforementioned restrictions on transfer, Xxxx Xxxxxxx may
assign his Option and the rights and privileges granted herein to Xxxxxxx
Xxxxxxx.
7. Shareholder Rights. Neither the Option Holders nor any other person
legally entitled to exercise this Option shall be entitled to any of the rights
or privileges of a shareholder of the Company in respect of any shares issuable
upon any exercise of this Option unless and until a certificate or certificates
representing such shares shall have been actually issued and delivered to him or
them.
8. Miscellaneous. The Option Holders acknowledge receipt of a copy of this
Agreement, and represent that they have read and are familiar with the terms and
provisions thereof, which represent the entire agreement of Noble and the Option
Holders with respect to the subject matter hereof. No amendment of this Option
Agreement shall be binding unless in writing and signed by all the parties
hereto.
IN WITNESS WHEREOF, this Option Agreement has been granted the day and year
first written above at Bloomfield Hills, Michigan, and the interpretation,
performance and enforcement of this Agreement shall be governed by the laws of
the state of Michigan.
Noble International, Ltd., The Option Holders:
a Michigan corporation
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------------------------ XXXX XXXXXXX
BY: Xxxx X. Xxxxx
ITS: President
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XXXXX XXXXXXX
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XXXXX XXXXXXXX
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XXX XXXXXXXXXXXXX
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XXX XXXXXXXXX
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XXX XXXX
EXHIBIT "A"
STOCK OPTION AGREEMENT
Option Holder No. of Shares
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Xxxx Xxxxxxx 3,750
Xxxxx Xxxxxxx 750
Xxxxx Xxxxxxxx 750
Xxx Xxxxxxxxxxxxx 750
Xxx Xxxxxxxxx 750
Xxx Xxxx 750
