EXHIBIT 4.3
NO. OF SHARES: 60,000
QUESTRON TECHNOLOGY, INC.
STOCK OPTION GRANT AGREEMENT
THIS AGREEMENT, made as of September 22, 1997, between QUESTRON
TECHNOLOGY, INC., a Delaware corporation ("Company"), with an address of 0000
Xxxxxxxx Xxxxxx, Xxxxx 000X, Xxxx Xxxxx, Xxxxxxx 00000 and Xxx X. Xxxxxxx and
Xxxxxxx X. Xxxxxxx (collectively "Optionee"), with an address of 000 Xxxxxxx
Xxxx, Xxxxxxxxxxxxxx, Xxxxxxxxx 00000.
1. GRANT OF OPTION
The Company, effective September, 1997 ("Date of Grant"), hereby
grants to the Optionee the right and the option ("Option") to purchase
all or any part of an aggregate of 60,000 shares of the Company's
Common Stock ($.001 per share par value) ("Common Stock") on the terms
and conditions herein set forth. Dividends, subscription rights, etc.
declared with respect to Common Stock prior to the exercise of the
Option are not included in the Option.
2. PURCHASE PRICE
The purchase price of the shares of Common Stock subject to the Option
shall be $6.275 per share. The forgoing is subject to adjustment as
provided in Section 4 below.
3. TERMS OF OPTION
A. EXPIRATION DATE. Notwithstanding anything herein to the
contrary, this option shall not be exercisable with respect
to any shares following ten (10) years from the date that the
option relating to such shares shall have vested and become
exercisable or such shorter time as prescribed herein.
B. EXERCISE. This Option shall vest and become exercisable upon
the Closing, as that term is defined in that Stock Purchase
Agreement dated as of August 29, 1997. This Option may be
exercised in whole or from time to time in part, by written
notice received by the Secretary or Treasurer of the Company
not later than 5:00 P.M. prevailing local time, on or prior
to the day the Option is to expire, specifying the number of
shares of Common Stock to be purchased, and accompanied by
full payment by certified or bank check or such other
instrument
as the Company may accept. Payment in full or in part may
also be made in the form of shares of Common Stock owned by
the Optionee, which shall be free and clear of all liens,
encumbrances and restrictions of any kind whatsoever and
Optionee may be requested to represent and warrant to such
effect and to take such other steps with respect to this form
of payment as the Company shall require. Any such exercise
shall also be subject to receipt by the Company of the
representation and undertaking set forth in Section 3C
hereof. Upon such payment the Company will thereafter deliver
or cause to be delivered to the Optionee, at the office of
the Company, a certificate or certificates for the number of
shares with respect to which this Option is being exercised,
registered in the name of the Optionee; provided, however,
that if any law or regulation or order of the Securities and
Exchange Commission or other body having jurisdiction in the
premises shall require the Company or Optionee (or other
individual or individuals) to take any action in connection
with the shares then being purchased, the delivery of the
certificate or certificates for such shares shall be delayed
for the period necessary to take and complete such action.
C. SECURITIES LAW RESTRICTIONS. The Company agrees to use its
best efforts to cause the shares of common stock issuable
upon exercise of the Option to be registered at the Company's
expense on a Registration Statement on Form S-8 under the
Securities Act of 1933 ("Act") within ninety (90) days of the
Closing pursuant to that Stock Purchase Agreement dated as of
August 29, 1997. Unless a registration statement under the
Act has been filed and remains effective with respect to such
shares, the Company shall require that the offer and sale of
such shares be exempt from the registration provisions of the
Act. As a condition of such exemption, the Company shall
require a representation and undertaking, in form and
substance satisfactory to counsel for the Company, that the
Optionee is acquiring the shares for the Optionee's own
account for investment and not with a view to the
distribution or resale thereof and shall otherwise require
such representations and impose such conditions as shall
establish to the Company's satisfaction that the offer and
sale of such shares issuable upon the exercise of the Option
will not constitute a violation of the Act or any similar
state act affecting the offer and sale. If such shares are
issued in an exempt transaction, such shares shall bear the
following restrictive legend:
"The shares represented by this certificate
have not been registered under the Securities Act of
1933 and may not be sold, pledged, or otherwise
transferred except pursuant to an effective
registration statement under said Act, Rule 144 or
an opinion of counsel acceptable to the Company that
some other exemption from registration is
available."
If said shares were registered under the Act, to the extent
that Optionee is an "affiliate" of the Company, any reoffers
or resales of Common Stock must be held
-2-
indefinitely unless (i) distribution of said Stock has been
made registered under the Act, (ii) a sale of said Stock is
made in conformity with the provisions of Rule 144 issued by
the Securities and Exchange Commission under the Act, or
(iii) in the opinion of counsel acceptable to the Company
some other exemption from registration is available.
4. ADJUSTMENTS
In the event of any merger, reorganization, consolidation,
recapitalization (including but not limited to the issuance of Common
Stock or any securities convertible into Common Stock in exchange for
securities of the Company), stock dividend, stock split or reverse
stock split, extraordinary distribution with respect to the Common
Stock or other similar change in corporate structure affecting the
Common Stock, such substitution or adjustments shall be made in the
aggregate number of shares of Common Stock then subject to the Option
and in the Option price as may be determined to be appropriate by the
Board of Directors of the Company, in its reasonable discretion;
provided, however, that the number of shares of Common Stock subject
to this Option shall always be a whole number.
5. TAXES
The Company's obligation to deliver shares of Common Stock upon
exercise of this Option in whole or in part, shall be subject to
satisfaction of any applicable federal, state and local tax
obligations.
6. ACCEPTANCE OF PROVISIONS
The execution of this Agreement by the Optionee shall constitute the
Optionee's acceptance of and agreement to all of the terms and
conditions of this Agreement.
7. 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 or, (ii) first class registered or
certified mail, return receipt requested. Any such communication shall
be deemed to have been given on the date of receipt in the cases
referred to in clause (i) of the preceding sentence and 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 or
Treasurer, at its principal office at the address first set forth
above, and to the Optionee at its address first set forth above, or,
in each case, to such other person or address as may be designated by
like notice hereunder.
-3-
8. SHARES RESERVED
The Company shall at all times during the term of this Agreement
reserve and keep available such number of shares of its Common Stock
as will be sufficient to satisfy the requirements of this Agreement,
and shall pay all original issue taxes on the exercise of this Option,
and all other fees and expenses necessarily incurred by the Company in
connection therewith.
9. SUCCESSORS
This Agreement shall be binding upon any successor of the Company.
10. MISCELLANEOUS
This Agreement contains a complete statement of all the arrangements
between the parties with respect to its subject matter, and this
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be
performed exclusively in Delaware. The headings in this Agreement are
solely for convenience of reference and shall not affect its meaning
or interpretation.
-4-
QUESTRON TECHNOLOGY, INC. OPTIONEE
By: /s/ XXXXXXX X. XXXXXXXX /s/ XXX X. XXXXXXX
---------------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxxxx Xxx X. Xxxxxxx
Title: Chairman, President,
and Chief Executive
Officer /s/ XXXXXXX X. XXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxx
-5-
