GLOBAL ONE DISTRIBUTION & MERCHANDISING INC.
[INCENTIVE][NON-QUALIFIED] STOCK OPTION
ASSUMPTION AGREEMENT
This Agreement is dated as of the 27th day of August, 1996,
by and among Global One Distribution & Merchandising Inc.
("Global One"), Xxxxx Xxxxxxx Studios, Inc. ("Xxxxx Xxxxxxx") and
_____________________________ ("Optionee").
WHEREAS, Optionee holds a[n incentive][non-qualified] stock
option (the "KRSI Option") issued by Xxxxx Xxxxxxx to acquire
__________ shares of Xxxxx Xxxxxxx common stock, $.01 par value
per share ("Xxxxx Xxxxxxx Stock") at the exercise price of
$[Original Price] per share, such KRSI Option to be for the term
and upon the terms and conditions set forth in a written option
agreement, subject to the provisions of the [Xxxxx Xxxxxxx Stock
Option Plan] (the "KRSI Option Agreement"), a copy of which is
attached hereto and incorporated herein by reference.
WHEREAS, Global One and Xxxxx Xxxxxxx have entered into that
certain Final Amended and Restated Agreement and Plan of
Reorganization dated May 28, 1996 pursuant to which, among other
things, Xxxxx Xxxxxxx will merge with and into Global One's
subsidiary, KRSI Acquisition Corp. (the "Merger"), and the former
shareholders of Xxxxx Xxxxxxx will receive one-half share of
common stock, $.01 par value per share of Global One ("Global One
Stock") for each share of Xxxxx Xxxxxxx Stock held by them.
WHEREAS, Global One has agreed to assume the KRSI Option
held by Optionee subject to, among other things, negotiation of
an acceptable agreement with respect thereto between Global One
and Optionee.
NOW THEREFORE, in consideration of the foregoing recitals,
the mutual promises of the parties and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. ASSUMPTION/SUBSTITUTION OF OPTION. Global One hereby
issues to Optionee as an assumption of and in substitution for
the KRSI Option granted to Optionee [pursuant to the Xxxxx
Xxxxxxx Stock Option Plan], the option ("Global One Option") to
purchase, upon and subject to the same terms and conditions set
forth in the KRSI Option Agreement, which is incorporated by
reference herein, all or any part of a number of shares of Global
One Stock equal to the number of shares of Xxxxx Xxxxxxx Stock
subject to the KRSI Option, minus the number of shares of Xxxxx
Xxxxxxx Stock acquired as a result of the exercise of the KRSI
Option prior to consummation of the Merger, and times one-half.
The exercise price per share of this option shall be the same
exercise price per share as the Option being assumed, multiplied
by 2. In the event that the assumption and substitution provided
for in this section would result in an option to acquire a
fractional share of Global One Stock, the number of shares of
Global One Stock subject to this Global One Option shall be
rounded down to the next lower whole number of shares to
eliminate such fractional share, and the aggregate purchase price
shall be adjusted commensurately. The effective date of this
issuance shall be the date of consummation of the Merger.
Consummation of the Merger is a condition precedent to the
effectiveness of assumption of the KRSI Option and substitution
of this Global One Option.
2. CANCELLATION OF KRSI OPTION. On and after the
consummation of the Merger, and expressly contingent upon
consummation of the Merger, the KRSI Option Agreement is canceled
and the terms and conditions of this agreement are wholly
substituted for and replace the terms and conditions of the KRSI
Option Agreement, except to the extent that the KRSI Option
Agreement is incorporated by reference herein. To the extent
that the terms and conditions of this Agreement are inconsistent
with any provision of the KRSI Option Agreement, the terms and
conditions of this Agreement shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
GLOBAL ONE DISTRIBUTION
& MERCHANDISING INC.
By ________________________________
___________________________________
Optionee
XXXXX XXXXXXX STUDIOS, INC.
By ________________________________
