RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made as
September 15, 1997 (the "Effective Date") by and between RENAISSANCE GOLF
PRODUCTS, INC., a Delaware corporation (the "COMPANY"), and XXXXXX X. KANNISAKI,
an individual (the "OPTIONEE"), residing at .
WHEREAS, the Board of Directors of the COMPANY has determined that it is to
the advantage and in the best interest of the COMPANY and its stockholders to
grant the Option provided for herein to OPTIONEE to afford additional incentive
to consultants, vendors, customers, and others to increase their efforts in
providing significant services to the COMPANY.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. GRANT OF OPTION. The Company grants to OPTIONEE the right and Option
to purchase from the COMPANY, on the terms and conditions hereinafter set forth,
all or any part of an aggregate of 6,250 shares of the authorized no par value
Common Stock of the COMPANY, at the purchase price of $1.25 per share (being
not less than the fair market value per share of said stock on the date hereof)
as OPTIONEE may from time to time elect, exercisable on or after the Effective
Date hereof for a period of 10 years (the latter date hereinafter referred to as
the "Terminal Date"). No partial exercise of such Option may be for less than
100 full shares, unless the number purchased is the total number at the time
purchasable under the option. In no event shall the COMPANY be required to
transfer fractional shares to OPTIONEE.
2. METHOD OF EXERCISE. The Option granted hereunder shall be
exercisable, from time to time, as hereinabove provided, by written notice which
shall;
(a) state the election to exercise the Option, the number of shares
in respect of which it is being exercised, the person in whose name the shares
are to be issued (if the shares are issued to individuals), the names,
addresses, and Social Security Numbers of such persons;
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as are required
by law or as may be satisfactory to the COMPANY's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check.
3. ISSUING OF STOCK CERTIFICATES. The certificate or certificates for
shares of Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option. The
COMPANY shall not be required to transfer or deliver any certificate or
certificates for the shares purchased upon exercise of the Option granted
hereunder until (a) compliance with the terms of this Agreement, (b) compliance
with all then applicable requirements of law; and (c)
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admission of such shares for trading privileges on any stock exchange on
which the stock may then be listed.
4. TERMINATION OF OPTION. The Option and all rights granted hereunder
to the extent such rights shall not have been exercised, shall terminate and
become null and void on the Terminal Date.
5. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE or by an assignee of the OPTIONEE.
6. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside the
number of shares of Common Stock of the COMPANY subject to be granted upon
exercise of this Option which it now holds as authorized and unissued shares.
If the Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option
Agreement. If the COMPANY has been listed on a stock exchange, the COMPANY
will not be required to issue or deliver any certificate or certificates for
shares to be issued hereunder until such shares have been listed (or
authorized for listing upon official notice of issuance) upon each stock
exchange on which outstanding shares of the same class may then be listed and
until the COMPANY has taken such steps as may, in the opinion of counsel for
the COMPANY, be required by law and applicable regulations, including the
rules and regulations of the Securities and Exchange Commission, and state
blue sky laws and regulations, in connection with the issuance or sale of
such shares, and the listing of such shares on each such exchange. The
COMPANY will use its best efforts to comply with any such requirements
forthwith upon the exercise of the Option.
7. RECLASSIFICATION, CONSOLIDATION, OR MERGER. In the event of any
change in the Common Stock of the COMPANY subject to the Option granted
hereunder, through merger, consolidation, reorganization, recapitalization,
stock split, stock dividend, or other change in the corporate structure,
appropriate adjustment shall be made by the COMPANY in the number of shares
subject to such Option and the price per share; provided, however, that in
accordance with the provisions of Section 425(a) of the Code, a new Option
may be substituted for the Option granted hereunder or such Option may be
assumed by an employer corporation, or a parent or subsidiary of such
corporation, in connection with any transaction to which such Section is
applicable. Upon the dissolution or liquidation of the COMPANY other than in
connection with a transaction to which such Section is applicable, the Option
granted hereunder shall terminate and become null and void, but OPTIONEE
shall have the right immediately prior to such dissolution or liquidation to
exercise the Option granted hereunder to the full extent not before exercised.
8. RIGHT AS STOCKHOLDER. Neither OPTIONEE nor his executors,
administrators, heirs or legatees, shall be or have any rights or privileges
of a stock holder of the COMPANY in respect of the shares transferable upon
exercise of the Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred, and delivered
and the transferee has caused his name to be entered as the stockholder of
record on the books of the COMPANY.
9. NOTICES. Any notice to be given under the terms of this Agreement
shall be addressed to the COMPANY in care of its Secretary at the main
offices for the transaction of its business, and any notice to be given to
OPTIONEE shall be addressed to OPTIONEE at the address set forth above, or at
such other place as either party may hereafter designate in writing to the
other. Any such notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as herein required, certified,
and deposited (postage and certification prepaid) in a post office regularly
maintained by the United States Government.
10. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal
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representatives, and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the OPTIONEE, OPTIONEE's heirs,
legal representatives, or successors may have in respect to the Plan or any
options or Common Stock granted or issued thereunder, whether to OPTIONEE,
or to any other person.
11. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction, or application of this Agreement will be determined by the
Board of Directors of the COMPANY. Any determination made hereunder shall be
final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this
Agreement to be executed as of the day, month, and year first above-written.
"COMPANY" "OPTIONEE"
RENAISSANCE GOLF PRODUCTS, INC.
a Delaware corporation
By:
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Xxxx X. Xxxxxxx XXXXXX X. KANNISAKI
Chairman of the Board
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