STOCK OPTION AGREEMENT
Exhibit
4.3
Intelli-Check,
Inc., a New York corporation (the “Company”), as of the 15th day of July, 1999
hereby grants to Xxxxx Xxxxxxxxxx (“Optionee”), residing at 000 X. 00xx Xxxxxx,
Xxx 00X, Xxx Xxxx, XX 00000, in consideration of services and advice rendered
by
Optionee to the Company, the irrevocable right and option (“Option”) to purchase
all or part of an aggregate of 375,000 shares (“Shares”) of the Company’s common
stock, par value $.001 per share (“Common Stock”), on the terms and condition
hereinafter set forth:
| 1. |
Purchase
Price.
The purchase price for the Shares shall be at $3.00 per share.
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| 2. |
Term
of Option; Exercise.
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(a)
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Subject
to earlier termination pursuant hereto, the Option shall terminate
five
(5) years from the date hereof. The Option shall be exercisable in
full on
the date hereof.
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(b)
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The
Option shall be exercised by fifteen (15) days’ written notice to the
Secretary of the Company at its then principal office. The notice
shall
specify the number of Shares as to which the Option is being exercised
and
shall be accompanied by payment in full of the purchase price for
such
Shares. The option price shall be payable in United States dollars,
and
may be paid in cash or by certified check on a United States bank,
or by
other means acceptable to the Company. In no event shall the Company
be
required to issue any Shares (i) until counsel for the Company determines
that the Company has complied with all applicable securities or other
laws
and/or all requirements of any national securities exchange or the
National Association of Security Dealers Automated Quotation System
on
which the Common Stock may then be listed, and (ii) unless Optionee
reimburses the Company for any tax withholding required and supplies
the
Company with such information and data as the Company may deem
necessary.
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(c)
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Optionee
shall not, by virtue of the granting of the Option, be entitled to
any
rights of a shareholder in the Company and shall not be considered
a
record holder of any Shares purchased by Optionee until the date
on which
Optionee shall actually be recorded as the holder of such Shares
upon the
stock records of the Company. The Company shall not be required to
issue
any fractional Share upon exercise of the Option and shall not be
required
to pay to Optionee the cash equivalent of any fractional Share
interest.
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| 3. |
Restrictions
on Transfer and Termination.
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|
(a)
|
No
option shall be transferred by Optionee otherwise than by will or
by the
laws of descent and distribution. During the lifetime of Optionee
the
Option shall be exercisable only by Optionee or by Optionee’s legal
representative.
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(b)
|
If
Optionee shall die, the Option may be exercised by Optionee’s designated
beneficiary or beneficiaries (or if none have been effectively designated,
by Optionee’s executor, administrator or the person to whom Optionee’s
rights under the Option shall pass by Optionee’s will or by the laws of
descent and distribution) at any time after the date of Optionee’s death,
but not later than the termination date of the
Option.
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1
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(c)
|
This
Option is granted pursuant to a grant by the Company to Optionee
dated
July 15, 1999 and nothing in this Agreement shall confer upon Optionee
any
additional rights.
|
| 4. |
Securities
Act Matters.
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(a)
|
Optionee
represents that Shares issued upon any exercise of the Option will
be
acquired for Optionee’s own account for investment only and not with a
view to the distribution thereof within the meaning of the Securities
Act
of 1933, as amended (hereinafter, together with the rules and regulations
thereunder, collectively referred to as the “Act”), and that Optionee does
not intend to divide Optionee’s participation with others or transfer or
otherwise dispose of all or any Shares except as below set forth.
As
herein used the terms “transfer” and “dispose” mean and include, without
limitation, any sale, offer for sale, assignment, gift, pledge or
other
disposition or attempted
disposition.
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(b)
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Optionee
understands that in the opinion of the Securities and Exchange Commission
(“SEC”) Shares must be held by Optionee for an indefinite period unless
subsequently registered under the Act or unless an exemption from
registration thereunder is available; that, under Rule 144 under
the Act,
after one or more years from the date of payment for and issuance
of the
Shares, certain public sales thereof (which may be limited as to
the
number of Shares) may be made in accordance with and subject to the
terms,
conditions and restrictions of Rule 144, but only if certain reporting
and
other requirements thereunder have been complied with; and that should
Rule 144 be inapplicable, registration or the availability of an
exemption
under the Act will be necessary in order to permit public distribution
of
any Shares. Optionee also understands that the Company is and will
be
under no obligation to register the Shares or to comply with any
exemption
under the Act.
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(c)
|
Optionee
shall not at any time transfer or dispose of any Shares except pursuant
to
either (i) a registration statement under the Act which registration
statement has become effective as to the Shares being sold or (ii)
a
specific exemption from registration under the Act, but only after
Optionee has first obtained either a “no-action” letter from the SEC,
following full and adequate disclosure of all facts relating to such
proposed transfer, or a favorable opinion from or acceptable to counsel
to
the Company that the proposed transfer or other disposition complies
with
and is not in violation of the Act or any applicable state “blue sky” or
securities laws.
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| 5. |
Anti-Dilution
Provisions.
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(a)
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Subject
to the provisions of Paragraph 5(b) below, if at any time or from
time to
time prior to expiration of the Option there shall occur any change
in the
outstanding Common Stock of the Company by reason of any stock dividend,
stock split, combination or exchange of shares, merger, consolidation,
recapitalization, reorganization, liquidation or the like, then and
as
often as the same shall occur, the kind and number of Shares subject
to
the Option, or the purchase price per Share, or both, shall be adjusted
by
the Board of Directors of the Company (“Board”) in such manner as it may
deem appropriate and equitable, the determination of which Board
shall be
binding and conclusive. Failure of the Board to provide for any such
adjustment shall be conclusive evidence that no adjustment is
required.
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2
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(b)
|
The
Board shall have the right to engage a firm of independent certified
public accountants, which may be the Company’s regular auditors, to make
any computation provided for in this Section, and a certificate of
that
firm showing the required adjustment shall be conclusive and
binding.
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6.
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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, in each case against receipt, or (ii) first
class registered or certified mail, return receipt requested. Any
such
communication shall be deemed to have been given (i) on the date
of
receipt in the cases referred to in clause (i) of the preceding sentence
and (ii) 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,
at its principal office and to Optionee at the address set forth
above or
such other address as may be designated by like notice
hereunder.
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7.
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Miscellaneous.
This Agreement cannot be changed except in writing signed by the
party to
be charged. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed exclusively in New York. The Option granted
hereunder is intended to be a Non-Qualified Stock Option. Optionee
shall
execute this Agreement and return it to the Company within thirty
(30)
days after the mailing or delivery by the Company of this Agreement.
If
Optionee shall fail to execute and return this Agreement to the Company
within said thirty (30) day period, the Option shall automatically
terminate. The section headings in this Agreement are solely for
convenience of reference and shall not affect its meaning or
interpretation.
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
| INTELLI-CHECK, INC. | ||
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| By: | /s/ Xxxxx X. Xxxxxxx | |
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Xxxxx X. Xxxxxxx, President |
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| OPTIONEE: | ||
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| By: | /s/ Xxxxx Xxxxxxxxxx | |
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Xxxxx
Xxxxxxxxxx
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