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EXHIBIT 10.10
MSU CORPORATION
DIRECTOR STOCK OPTION AGREEMENT
CERTIFICATE NO.: D-1
NAME OF OPTIONEE: X.X. Xxxxxxx
NUMBER OF OPTION SHARES: One Hundred Thousand (100,000)
OPTION PRICE PER SHARE: $5.00 (equal to 80% of current fair market
value)
DATE OF GRANT: June 7, 1996
EXPIRATION DATE: Close of business on the business day next
preceding the 5th anniversary of the Date of
Xxxxx.
THIS STOCK OPTION AGREEMENT is granted on the above date (the "Date of
Grant") by MSU Corporation, a Florida corporation (the "Company"), to the
person named above (the "Optionee"), upon the following terms and conditions.
1. GRANT OF OPTION. The Company grants to the Optionee an option
to purchase, on the terms and conditions hereinafter set forth, the number of
shares specified above (the "Option Shares") of the Company's Common Stock, par
value $0.01 per share, at the option price per share specified above.
2. PERIOD OF OPTION. This Option will expire at the close of
business on the Expiration Date.
3. EXERCISE. Subject to the other provisions of this Option, the
Optionee's right to exercise this Option shall accrue upon the first
anniversary of the Date of Grant.
4. CERTAIN LIMITATIONS ON EXERCISE. No fractional shares may be
purchased hereunder.
5. DIRECTOR STATUS NOT REQUIRED. In the event Optionee ceases to
serve as a Director of the Company, this Option shall remain exercisable until
the Expiration Date.
6. METHOD OF EXERCISE OF OPTION. During the term of this option,
Optionee may exercise his option, from time to time, to the extent then
exercisable, by written notice directed to the Company at its principal place
of business. Such written notice shall specify the number of Option Shares he
is purchasing pursuant to this Agreement and the method of payment for such
shares, and shall be accompanied by the original of this Agreement so that an
appropriate endorsement can be made hereto to reflect the Option Shares so
purchased and to reduce
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accordingly the number of Option Shares thereafter to be subject to the terms
hereof. The Option Price for the number of Option Shares being purchased shall
be payable as follows: (a) in cash, (b) by delivery of certificates
representing shares of Common Stock having an equivalent fair market value or
by arranging with the Company and Optionee's broker to deliver the appropriate
Option Price from the concurrent market sale of the acquired shares, or (c) a
combination of any of the foregoing. Upon receipt of such written notice, the
original hereof, and full payment of the Option Price for the number of Option
Shares being purchased, the Company shall make delivery of a certificate
representing the number of such shares purchased as promptly as possible
thereafter, provided that, if any law or regulation requires the Company to
take any action with respect to such shares specified in such notice before the
issuance thereof, then the sale, issuance and delivery of such shares shall be
deferred for the period necessary to take such action.
7. NON-TRANSFERABILITY OF OPTION. This Option shall not be
transferable by the Optionee otherwise than by Xxxx or the laws of descent and
distribution, and it shall be exercisable, during the lifetime of the Optionee,
only by him.
8. SERVICE AS DIRECTOR. This Option confers no right upon the
Optionee with respect to his continuation as a director of the Company.
9. ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS. The number
of shares subject to this Option and the exercise price per share are subject
to appropriate adjustment in the event of stock splits, stock dividends,
recapitalizations or similar events which would change the capital structure of
the Company. No adjustment, however, shall result in or entitle the Optionee
to the issuance of fractional shares.
10. NOTICES, ETC. Any notice hereunder by the Optionee shall be
given to the Company in writing and such notice and any payment by the Optionee
hereunder shall be deemed duly given or made only upon receipt thereof at the
Company's office at Elder House, 000-000 Xxxxx Xxxx, Xxxxxxx Xxxxxx Xxxxxx, XX0
0XX, Xxxxxx Xxxxxxx, or at such other address as the Company may designate by
notice to the Optionee. Any notice or other communication to the Optionee
hereunder shall be in writing and any communication and any delivery to the
Optionee hereunder shall be deemed duly given or made if mailed, delivered or
made to the Optionee at such address as the Optionee may have on file with the
Company or in care of the Company at its principal office in Central Xxxxxx
Keynes, United Kingdom.
11. CONSTRUCTION. The construction of this Option is vested in
the Board of Directors of the Company or a Compensation and Stock Option
Committee of the Company, if and once established and if the Board shall have
delegated such responsibility to such Committee, whose construction shall be
final and conclusive.
12. RESTRICTIONS ON TRANSFER. Optionee agrees, by acceptance of
this Option, that, upon issuance of any shares hereunder, that, unless such
shares are then registered under applicable federal and state securities laws,
(i) acquisition of such shares will be for investment and not with a view to
the distribution thereof, and (ii) the Company may require an investment letter
from Optionee in such form as may be recommended by Company counsel.
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IN WITNESS WHEREOF, the Company has caused this Option to be executed
by its proper corporate officers thereunto duly authorized.
MSU CORPORATION
BY: /S/ XXXXX XXXX
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XXXXX XXXX, PRESIDENT
ATTEST:
/S/ XXXXXXX XXXXX XXXXXXXX
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XXXXXXX XXXXX XXXXXXXX,
CHIEF EXECUTIVE OFFICER
ACCEPTED AND AGREED TO:
/S/ X.X. XXXXXXX
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OPTIONEE
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