EXHIBIT 10.79
STOCK OPTION CANCELLATION AGREEMENT
This Stock Option Cancellation Agreement (this "Agreement") is entered
into as of the 7th day of January, 2003, by and between Xxxxxx Boats & Motors,
Inc., a Texas corporation (the "Company"), and Xxxxxxx X. Xxxxxxx (the
"Optionholder").
RECITALS
A. On each of the dates listed below, the Company granted options to
acquire the number of shares listed below of the Company's common stock to the
Optionholder (collectively the "Stock Options"):
Date No. of Options
May 17, 1995 41,665
March 11, 1997 5,000
April 20, 2000 20,000
March 28, 2002 10,000
Total 76,665
B. Effective January 7, 2003, the Company entered into various
agreements with TMRC, L.L.P. ("Tracker"), GE Commercial Distribution Finance
Corporation and Transamerica Commercial Finance Corporation (collectively the
"Lenders"), wherein the Lenders agree to provide short-term financing to the
Company (the "Financing").
C. In order to eliminate certain potential dilutive common shares to
ensure the voting control and Board of Director control required by Tracker for
the Financing, and in order to encourage the Lenders to provide the Financing,
the Company and the Optionholder have agreed to enter into this Agreement and to
thereby cancel the Stock Options.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, and intending to be legally bound hereby, the parties hereby
agree as follows:
AGREEMENT
1. Cancellation of Stock Options. Effective as of the date first set
forth above, the Optionholder and the Company agree that the Stock Options are
hereby cancelled and that the Optionholder has no further rights with respect
thereto, including but not limited to, any options or rights thereunder to
acquire any securities of the Company and the immediate termination of any
corresponding stock option agreements.
2. Miscellaneous.
(a) Governing Law. This Agreement has been negotiated, executed and
delivered at and shall be deemed to have been made in Texas. This Agreement
shall be governed by and construed in accordance with the domestic laws of the
State of Texas without giving effect to any choice or conflict of law provision
or rule (whether of the State of Texas or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Texas.
(b) Entire Agreement. This Agreement is the entire agreement of the
parties with respect to the subject matter of this Agreement, and supersedes all
prior agreements between them, whether oral or written, of any nature whatsoever
with respect to the subject matter hereof.
(c) Multiple Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement.
* * * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above set forth.
XXXXXX BOATS & MOTORS, INC.
By:
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Xxxx X. Xxxxxx, President
OPTIONHOLDER:
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Xxxxxxx X. Xxxxxxx
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