EXHIBIT 10.8
Specialty Retail Group, Inc.
STOCK OPTION AGREEMENT
Optionee: Xxxxxx X. Xxxxx
Address: 0000 Xxxxx Xxxxxxx, 00-X
Xxxxxxxx, Xxx Xxxx 00000
Total Number of Shares Subject to Option: 110,000
Exercise Price Per Share: $.75
Date of Grant: April 12, 1996 ("Grant Date")
1. GRANT OF OPTION. Specialty Retail Group,
Inc., a Florida corporation ("SRG" or the "Company"), hereby grants, as of the
Grant Date, to (the "Optionee") an option ("Option") to purchase all or any part
of 110,000 shares of common stock, $.001 par value, of the Company (the
"Shares") at the exercise price of $0.75 per Share, subject to all of the terms
and conditions of: (i) this Stock Option Agreement ("Agreement"); and (ii) the
Exercise Notice and Agreement attached hereto as Exhibit A (the "Notice"). This
Option is not intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2. VESTING: EXERCISE PERIOD OF OPTION. The Shares subject to this
Option shall vest, and this Option may be exercised, as to 36,667 of the Shares
on the date hereof, as to an additional 36,667 of the Shares on and after April
1, 1997 and as to 36,666 of the Shares on and after March 15, 1998, and, subject
to Sections 5 and 6 hereof, the foregoing rights may be exercised up to and
including the date which is six (6) years from the Grant Date.
3. PARTIAL EXERCISE. Subject to Section 2 hereof, exercise of this
Option may be made in part at any time and from time to time, except that this
option may not be exercised as to fewer than one hundred (100) Shares unless
such exercise is made with respect to all of the Shares as to which this Option
is then exercisable.
4. MANNER OF EXERCISE.
(a) This Option shall be exercisable by delivery to the Company
of a Notice, which has been duly executed and completed by the Optionee.
(b) The Notice shall be accompanied by payment of the purchase
price of the Shares being purchased as specified therein. Payment for the
Shares shall be made in cash. In
addition, the Company, in its sole and absolute discretion, may, by written
notice to the Optionee, permit payment for Shares purchased hereunder in any
other form of legal consideration consistent with applicable law and any rules
and regulations relating thereto, including, but not limited to, the execution
and delivery of a full recourse promissory note by the Optionee to the Company.
(c) Subject to Section 9 hereof and provided that the Notice
and payment are in form and substance satisfactory to the Company and adequate
provision has been made for the payment of any federal, state, local or foreign
withholding obligations of the Company or any Subsidiary associated with such
exercise, the Company shall issue the full number of Shares set forth in such
Notice in the name of the Optionee or, if the Option was exercised by the
Optionee's guardian or legal representative as a result of the legal
incompetence of the Optionee, Optionee's guardian or legal representative, as
the case may be.
5. TERMINATION FOR CAUSE. In the event the Optionee is
terminated from his employment and/or office with the Company or one of its
Subsidiaries, as the case may be, for Cause as defined in any employment
agreement then in effect (or, if no such definition is then in effect, by the
Board of Directors), the unexercised portion of this option (whether or not
vested), if any, held by the optionee on the date of such removal or
termination, shall expire immediately.
6. TERMINATION OTHER THAN FOR CAUSE. In the event the Optionee
is no longer an officer or employee other than for the reasons set forth in
Section 5 hereof, then the unvested portion of this Option shall thereupon
expire immediately and the vested but unexercised portion of this option shall
expire one hundred eighty (180) days thereafter unless this Option by its terms
expires sooner.
7. NONTRANSFERABILITY OF OPTION. During the lifetime of the
Optionee, this Option may be exercised only by the Optionee or, in the event of
the legal incompetence of the Optionee, by his guardian or legal representative.
This Option may not be transferred by the Optionee otherwise than by will or by
the laws of descent and distribution. This Option may not be assigned, pledged
or hypothecated by the Optionee whether by operation of law or otherwise, or be
made subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge or hypothecation contrary to the provisions hereof,
and the levy of any execution, attachment or similar process upon this Option,
shall be null and void and without effect.
8. NO OBLIGATION TO EXERCISE OPTION. The grant of this Option
imposes no obligation on the Optionee to exercise it.
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9. SECURITIES LAW REQUIREMENTS. No Shares shall be issued
hereunder unless and until: (i) the Company and the Optionee have taken all
action required to register the Shares under the Securities Act of 1933, as
amended, or to perfect an exemption from the registration requirements thereof;
(ii) any applicable listing requirement of any stock exchange on which the
Common Stock is listed has been satisfied; and (iii) any other applicable
provision of state or federal law has been satisfied. The Company shall be
under no obligation to register the Shares with the Securities and Exchange
Commission or to effect compliance with the registration or qualification
requirements of any state securities laws or stock exchange.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
any change in capitalization affecting the Shares subject to this Option, such
as a stock dividend, stock split or recapitalization, the Board of Directors has
the right, but not the obligation, to make proportionate adjustments with
respect to: (i) the number of Shares which are subject to this Agreement and
exercise price(s) associated therewith; and (ii) such other matters as shall be
appropriate in light of the circumstances. If the Board of Directors elects to
so change the terms and provisions of this Agreement, the Board of Directors
shall notify the Optionee in writing and the terms and provisions contained
therein, to the extent inconsistent with those contained herein, shall govern in
all respects.
11. ADJUSTMENT. (a) Upon the effective date of the dissolution
or liquidation of the Company, or of a reorganization, merger or consolidation
of the Company with one or more corporations in which the Company will not
survive as an independent, publicly owned corporation, or of a transfer of
substantially all the property or more than eighty percent (80%) of the then
outstanding shares of Stock of the Company to another corporation, this Option
shall terminate unless provision be made in writing in connection with such
transaction for the continuance of the Plan and for the assumption of this
Option, or the substitution for this Option of new options covering the shares
of a successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to number and kind of stock and prices in which event
the Plan and this Option, or the new options substituted therefor, shall
continue in the manner and under the terms so provided. In the event of such
dissolution, liquidation, reorganization, merger, consolidation, transfer of
assets or transfer of Stock, and if provision is not made in such transaction
for the continuance of the Plan and for the assumption of this Option or the
substitution for this Option of new options covering the capital stock of a
successor employer corporation or a parent or subsidiary thereof, then the
Optionee shall be entitled, prior to the effective date of any such transaction,
to purchase the full number of shares of Stock under this Option that the
Optionee would otherwise have been entitled to purchase during the remaining
term of the Option. Upon the first purchase of shares of Stock pursuant to a
tender offer or
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exchange offer, other than by the Company, for all or any part of the Stock, or
upon the change of control of the Company other than pursuant to a tender offer,
the Optionee shall be entitled, prior to the termination date of any such tender
offer or at any time prior to and within two (2) weeks following such change of
control to purchase the full number of shares of Stock under this Option that
the Optionee otherwise would have been entitled to purchase during the remaining
term of the Option.
(b) Adjustments under this paragraph shall be made by the Board
of Directors, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. No fractional shares of
Stock shall be issued pursuant to the Option or any such adjustment. No such
adjustment under this Section shall be made so as to constitute a modification,
extension or renewal of this Option within the meaning of such terms as set
forth in Section 425(h) of the Internal Revenue Code of 1986, as amended (the
"Code"), or so as to prevent the Company or any other corporation or subsidiary
thereof, if the Optionee shall become employed by such corporation by reason of
the transaction in respect of which such adjustment is made, from being a
corporation issuing or assuming this Option in a transaction to which
Section 425(a) of the Code applies.
12. INTERPRETATION. Any dispute regarding the interpretation of
this Agreement shall be submitted by the Optionee or the Company forthwith to
the Compensation Committee of the Board of Directors, which shall review such
dispute at its next regular meeting. The resolution of such a dispute by such
Committee shall be final and binding on the Company and Optionee.
13. ENTIRE AGREEMENT. The Notice is incorporated herein by
reference. This Agreement and the Notice constitute the entire agreement of the
parties and supersede all prior undertakings, agreements, representations,
warranties and understandings with respect to the subject matter hereof.
14. SHAREHOLDERS' RIGHTS. Neither the Optionee nor any
beneficiary or other person claiming under or through the Optionee shall acquire
any rights as a shareholder of the Company by virtue of the Optionee having been
granted the Option hereunder. Neither the Optionee nor any beneficiary or other
person claiming under or through the Optionee will have any right, title or
interest in or to any Shares subject to this Option except as to Shares, if any,
that have been issued or transferred to the Optionee. No adjustment shall be
made to the Option for dividends or distributions or other rights for which the
record date is prior to the date of the exercise of this Option.
15. NO RIGHT TO CONTINUE SERVICES OR EMPLOYMENT. Nothing
contained in this Agreement or the Notice shall be deemed to confer upon the
Optionee any right to continue to render
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services to the Company, a subsidiary or affiliate, or affect the right of the
Company, a subsidiary, an affiliate, the Board of Directors, the board of
directors of a subsidiary or an affiliate, the shareholders of the Company or a
subsidiary, or the holders of interests in an affiliate, as applicable, to
terminate any consulting or employment relationship as the case may be, of the
Optionee at any time with or without cause, reason or justification.
16. HEADINGS. The headings contained in this Agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.
17. GOVERNING LAW. This Agreement and all actions taken
hereunder shall be enforced, governed and construed by and interpreted under the
laws of the State of Florida applicable to contracts made and to be performed
wholly within such State without giving effect to the principles of conflict of
laws thereof.
18. ACKNOWLEDGEMENT. The Optionee hereby accepts this Option
subject to all the terms and provisions of this Agreement, including the Notice.
The Optionee acknowledges that there may be tax consequences upon exercise of
this Option or upon disposition of the Shares received on exercise of this
Option and will rely on his own tax adviser with respect thereto.
OPTIONEE:
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
SPECIALTY RETAIL GROUP, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx,
Chairman of the Board
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