RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," is made as of the 30th day of October 1996, between
RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter referred to
as the "COMPANY"), and XXXXX X. XXXXXXX (the "OPTIONEE"), residing at 00
Xxxxxxx, Xxxxxx, Xxxxxxxxxx 00000.
In consideration for the OPTIONEE's (i) agreement to waive his rights to
all previously granted stock options in the COMPANY, (ii) his efforts in
connection with raising capital for the COMPANY, (iii) his agreement to convert
$150,000 of accounts payable of the COMPANY to him to a promissory note due and
payable on June 30, 1999 (in the form attached hereto as Exhibit "A"), the Board
of Directors of the COMPANY hereby grants an option on 750,000 shares of common
stock of the COMPANY ("Common Stock") to the OPTIONEE at the price and in all
respects subject to the terms, definitions and provisions of the Agreement.
1. OPTION PRICE. The option price is $.50 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement and is exercisable from the date
that 100 Units, consisting of 10% Convertible Subordinated Debentures and shares
of Common Stock, are subscribed pursuant to a Private Placement Memorandum dated
October 31, 1996 or as such offering may be extended by the Board of Directors,
until the close of business on December 31, 2006.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
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; and
(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 may be satisfactory to the COMPANY's counsel; and
(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. 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.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of this
Option, the COMPANY may require the person exercising this Option to comply with
applicable laws or regulations.
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2.4 ALTERNATIVE FORMS OF PAYMENT OF THE PURCHASE PRICE. In addition
to payment of the purchase price of those shares with respect to which the
Option is being exercised in cash, as specified in Section 2.2 (d) above, the
purchase price of the shares with respect to which the Option is being exercised
may be paid (i) by forgiveness of indebtedness owed by the COMPANY to the
OPTIONEE; (ii) by delivery to the COMPANY of shares of Common Stock of the
COMPANY equal in value, based on the "fair market value" (as hereinafter
defined), to the exercise price; (iii) by reducing the number of shares to be
delivered to the OPTIONEE upon exercise of the option by such number of shares
of Common Stock equal in value, based on the "fair market value" (as hereinafter
defined), to the exercise price; or (iv) by the delivery, concurrently with such
exercise, of a properly executed exercise notice for the option and irrevocable
instructions to a broker promptly to deliver to the COMPANY the purchase price
for the shares with respect to which the Option is being exercised or from the
proceeds of a loan being secured by the option shares. The term "fair market
value" shall mean the average over the previous five trading days of the
reported closing sales price on the Nasdaq Small Cap Market, the Nasdaq National
Market System, or such other national securities exchange on which the COMPANY's
shares may be traded, or if not trading on the Nasdaq Small Cap Market, the
Nasdaq National Market System, or a national securities exchange, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any New York Stock Exchange member firm selected from time to time by the
COMPANY for that purpose.
3. 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 by an assignee of the OPTIONEE.
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. 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 opinon of counsel for the CORPORATION, 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.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR STOCK SPLITS. Neither
the number of shares subject to the Option nor the exercise price shall be
subject to adjustment upon a change in capitalization, stock split, or under any
other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at 0000 Xxxxxxx
Xxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000, or to its then primary business
address, to the attention of the Secretary of the COMPANY. Each notice to the
OPTIONEE or other person or persons then entitled to exercise the Option shall
be addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
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7. 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 representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. 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.
THE COMPANY:
RENAISSANCE GOLF PRODUCTS, INC.
a Delaware corporation
By: __________________________
Xxxx X. Xxxxxxx,
Chairman of the Board
(CORPORATE SEAL)
THE OPTIONEE:
__________________________
XXXXX X. XXXXXXX
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EXHIBIT "A"
PROMISSORY NOTE
$150,000.00 ______________________, 0000
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx
FOR VALUE RECEIVED, the undersigned, RENAISSANCE GOLF PRODUCTS, INC.
("Payor") promises to pay to XXXXX X. XXXXXXX, or holder ("Payee"), the
principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000.00)
on or before June 30, 1999. This Promissory Note (the "Note") is issued to the
Payee for an account payable accrued for legal services rendered by Payee to
Payor prior to the date of this Note.
In the event of default, Payee may at any time provide notice of default to
Payor at its principle place of business and demand repayment of the Note.
Payee shall be entitled to collect a reasonable attorneys' fee and interest
from the Payor, as well as other costs, charges, and expenses reasonably
incurred, in curing any default or attempting collection of the payment due on
this Note, whether or not litigation or any proceeding to enforce this Note is
commenced.
This Note may be prepaid in whole or in part at any time without penalty.
If any term or provision of this Note, or any portion of any such term or
provision, shall be held invalid or against public policy, or if the application
of the same to any person or circumstance is held invalid or against public
policy, then the remainder of this Note (or the remainder of such term or
provision) and the application thereof to other persons or circumstances shall
not be affected thereby and shall remain valid and in full force and effect to
the fullest extent permitted by law.
This Note shall be governed by and construed solely in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, Payor has executed this Promissory Note as of the day
first hereinabove written at Huntington Beach, California.
"PAYOR"
RENAISSANCE GOLF PRODUCTS, INC.
BY: ____________________________
XXXX X. XXXXXXX,
CHAIRMAN OF THE BOARD
