EXHIBIT 4.1
XXXXXXX COMPANIES, INC.
STOCK OPTION AGREEMENT
This Agreement, dated as of September 3, 1996 by and between Xxxxxxx
Companies, Inc., a Delaware corporation (the "Company"), and Xxxx Xxxxxxxx (the
"Optionee").
W I T N E S S E T H:
WHEREAS, the Company considers it to be in its best interests and in
the best interests of its stockholders that the Optionee be given the
opportunity to acquire a proprietary interest in the Company by possessing an
option to purchase certain shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company in accordance with the provisions set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, it is agreed by and between the parties as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right,
privilege and option (the "Option") to purchase all or any part of 10,000 shares
of Common Stock (the "Option Shares") at a purchase price of $1.0625 per share,
the fair market value of the Common Stock on the date of grant, in the manner
and subject to the conditions provided herein.
2. TIME OF EXERCISE OF OPTION. The Option is exercisable in full
commencing on the date hereof, subject to the terms of this Agreement.
3. METHOD OF EXERCISE. The Option shall be exercised by written
notice directed to the Company at the Company's principal place of business,
accompanied by a check in payment of the option price for the number of Option
Shares specified and paid for in full. The Company shall make prompt delivery of
such Option Shares once payment clears, provided that if any law or regulation
requires the Company to take any action with respect to the Option Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Option Shares shall be extended for the period necessary to take such
action. If the Optionee fails to pay for any of the Option Shares specified in
such notice or fails to accept delivery thereof, the Optionee's right to
purchase such Option Shares may be terminated by the Company. The date specified
in the Optionee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date. No
fractional shares may be purchased hereunder.
4. TERMINATION OF OPTION. The Option and all rights granted by this
Agreement, to the extent such rights have not been exercised, will terminate and
become null and void one year from the date hereof.
5. LIMITATIONS ON TRANSFER. The rights granted to the Optionee
hereunder may not be transferred, pledged, assigned or hypothecated in any way.
6. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of
any change in the Common Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or rights offering to purchase Common Stock at a price
substantially below fair market value, or of any similar change affecting the
Common Stock, the number and kind of Option Shares subject to Option hereunder
and the purchase price per Option Share thereof shall be appropriately adjusted
consistent with such change in such manner as the Committee may deem equitable.
7. RIGHTS PRIOR TO EXERCISE OF OPTION. The Optionee shall have no
rights as a stockholder of the Company with respect to the Option Shares until
full payment of the option price and delivery of such Option Shares as herein
provided. Nothing contained herein or in the Plan shall be construed as creating
or evidence of any agreement on the part of the Company to employ or retain the
Optionee in any capacity.
8. INVESTMENT REPRESENTATION. This Option may not be exercised if
the issuance of shares of Common Stock of the Company upon such exercise would
constitute a violation of any applicable Federal or state securities or other
laws or regulations. The Optionee, as a condition to the Optionee's exercise of
this Option, shall represent to the Company that the shares of Common Stock that
the Optionee acquires hereunder are being acquired by the Optionee for
investment and not with a view to distribution or resale thereof, unless counsel
for the Company is then of the opinion that such a representation is not
required under the Securities Act of 1933, as amended, or any other applicable
law, regulation or rule of any governmental agency.
9. WAIVER; ENTIRE AGREEMENT. No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof.
10. GOVERNING LAW. The validity, construction, interpretation and
effect of this Agreement shall exclusively be governed by and determined in
accordance with the internal laws of the State of Delaware. which is the sole
jurisdiction in which any issues relating to this Agreement may be litigated.
11. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date and year first above written.
XXXXXXX COMPANIES, INC.
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, President
THE OPTIONEE
/s/ Xxxx Xxxxxxxx
XXXX XXXXXXXX
