EXHIBIT (d)(7)
BERLITZ INTERNATIONAL, INC.
STOCK OPTION PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of December 9, 1997, between BERLITZ
INTERNATONAL, INC. (the "Company"), and Xxxxxxxx Xxxxxxxx (the "Optionee"), an
officer, director or key employee of the Company or one of its Affiliates.
The Compensation Committee of the Company's Board of Directors (the
"Board"), acting as the committee authorized to administer the Berlitz
International, Inc. Stock Option Plan (the "Plan"), has determined that the
purposes of the Plan will be furthered by awarding to the Optionee options under
the Plan. Capitalized terms defined in the Plan and not otherwise defined herein
shall have the meaning given such terms in the Plan.
In consideration of the foregoing and of the mutual undertakings set forth
in this Stock Option Agreement (the "Agreement"), the Company and the Optionee
agree as follows:
SECTION 1. Grant of Option.
1.1 The Company hereby grants to the Optionee an option (the "Option") to
purchase a total of 500 shares of Common Stock, on the terms and conditions
provided in the Plan and in this Agreement, at an exercise price per share equal
to $26.5625 per share, on the terms and conditions provided for in the Plan and
in this Agreement.
1.2 The Option granted hereby is intended to be a "non-qualified" stock
option subject to the provisions of section 83 of the Internal Revenue Code of
1986, as amended (the "Code"), and shall not be an incentive stock option
described in section 422 of the Code. The Company urges you to consult with your
own advisor as to the tax and other consequences of the Option.
SECTION 2. Vesting and Exercisability.
2.1 Subject to Section 4 hereof, the Option shall become fully (100%)
vested and exercisable on December 9, 2000.
2.2 The Option may at any time and from time to time be exercised in whole
or in part for the shares of Common Stock subject thereto, within the
limitations on exercisability set forth herein.
2.3 Unless terminated earlier, the unexercised portion of the Option shall
automatically and without notice terminate and become null on the seventh
anniversary of the date hereof.
SECTION 3. Method of Exercise.
3.1 The Option or any part thereof may be exercised in accordance with
Section 2 of this Agreement only by giving written notice of exercise to the
Company in the form attached as Exhibit A, and by specifying the number of whole
shares of Common Stock with respect to which the Option is being exercised. Such
notice must be accompanied by payment of the full purchase price for the number
of shares purchased.
3.2 Payment of the Option Exercise Price shall be made by the Optionee to
the Company at the time of exercise:
(i) by certified or official bank check payable to the Company (or the
equivalent thereof acceptable to the Committee) or
(ii) by personal check (subject to collection), which may in the
Committee's discretion be deemed conditional, or
(iii) by delivery of previously acquired shares of Common Stock owned
by the grantee for at least six months (or such other period as the
Committee may determine) having a Fair Market Value (determined as of the
date of such delivery) equal to the portion of the Option Exercise Price
being paid thereby, provided that the Committee may require the grantee to
furnish an opinion of counsel acceptable to the Committee to the effect
that such delivery does not require any Consent.
Payment shall be deemed to be satisfied by delivery to the Company of an
assignment of a sufficient amount of the proceeds from the sale of Common Stock
acquired upon exercise to pay for all of the Common Stock acquired upon exercise
and an authorization to the broker or selling agent to pay that amount to the
Company, which sale shall be made at the grantee's direction at the time of
exercise, provided that the Committee may require the grantee to furnish an
opinion of counsel acceptable to the Committee to the effect that such delivery
does not require any Consent (as defined in Section 3.2 of the Plan). As soon as
practicable after it receives payment of the purchase price, subject to the
provisions relating to Consents under the Plan, the Company shall deliver to the
Optionee a certificate or certificates for the shares of Common Stock so
purchased which certificate or certificates shall contain a legend setting forth
the restriction on disposition provided for under Section 3.2(c) of the Plan.
SECTION 4. Termination of Employment Service.
If the Optionee's service with the Company and all Affiliates is terminated
by the Company for Cause prior to the time the Option is fully vested and
exercisable in accordance with Section 2.1, the Option shall immediately
terminate and expire on such termination date. If the Optionees service is
terminated for any other reason, such Options shall become and remain
exercisable as otherwise provided for herein, notwithstanding such termination
of employment or service.
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SECTION 5. Non-Transferability.
No right granted to the Optionee under the Plan or this Agreement shall be
assignable or transferable (whether by operation of law or otherwise and whether
voluntarily or involuntarily), other than by will or by the laws of descent and
distribution. During the Optionee's lifetime, all rights granted to the Optionee
under the Plan or this Agreement shall be exercisable only by the Optionee.
SECTION 6. Right of Discharge Reserved.
Nothing in the Plan or this Agreement shall confer upon the Optionee the
right to continue in the service of the Company or any of its Affiliates or
affect any right that the Company or such Affiliate may have to terminate the
service of the Optionee.
SECTION 7. No Stockholder Rights.
Neither the Optionee nor any person succeeding to the Optionee's rights
hereunder shall have any rights as a stockholder with respect to any shares
subject to the Option until the date of the issuance of a stock certificate or
certificates to him for such shares. Except for adjustments, made pursuant to
section 3.5 of the Plan, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is issued.
SECTION 8. Plan Provisions to Prevail.
This Agreement shall be subject to all of the terms and provisions of the
Plan, which are incorporated hereby and made a part hereof, including, without
limitation, the provisions of section 3.4 of the Plan (generally relating to
withholding tax obligations) and section 3.5 of the Plan (generally relating to
adjustments to the number of shares of Common Stock subject to the Option and
the Option price, upon certain changes in capitalization). If there is any
inconsistency between any of the provisions of the Agreement and the Plan, the
provisions of the Plan shall govern.
SECTION 9. Optionee's Acknowledgements.
By entering into this Agreement the Optionee agrees and acknowledges that
(a) the Optionee has received and read a copy of the Plan, and (b) none of the
Company, the Board, the Committee, the Affiliates (including their respective
parents and subsidiaries) and their respective shareholders, officers,
directors, employees, agents and counsel shall be liable for any action or
determination with respect to the Plan or any award thereunder or this
Agreement.
SECTION 10. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and the successors and assigns of the Company and, to the extent
set forth in Section 5, the heirs, personal representatives, conservator and
committee of the Optionee.
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SECTION 11. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMETNS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
SECTION 12. Notices.
All notices and other communications hereunder shall be given in writing,
shall be personally delivered against receipt or sent by registered or certified
mail, return receipt requested, shall be deemed given on the date of delivery or
of mailing, and if mailed, shall be addressed (a) to the Company, at 000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Compensation Committee
c/o General counsel, and (b) to the Optionee, at the Optionee's principal
residential address last furnished to the Company. Either party may, by notice,
change the address to which notice to such party is to be given.
SECTION 13. Section Headings.
The Section headings contained herein are for the purposes of convenience
only and are not intended to define or limit the contents of said Sections.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
BERLITZ INTERNATIONAL, INC.
By:/s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Vice Chairman,
Chief Executive Officer
and President
ATTEST: OPTIONEE:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
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EXHIBIT A
EXERCISE NOTICE
[TO BE EXECUTED UPON EXERCISE OF STOCK OPTION]
Berlitz International, Inc.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Stock Option Agreement ("Agreement") dated December
9, 1997, for, and to purchase thereunder, ____________ shares of Common Stock,
par value $.10 per share, of Berlitz International, Inc. ("Common Stock"), as
provided for in such Agreement, and tenders herewith payment of the exercise
price in full in a form permitted under Section 3.2 of the Agreement.
The undersigned represents and warrants to you that:
Acquisition for Own Account. The undersigned is acquiring the Common Stock
for his or her own account.
Securities Act Restrictions. The undersigned convenants and agrees that he
or she will not sell, transfer or otherwise dispose of any of the Common Stock
acquired by the undersigned hereunder unless and until the same are registered
under the Securities Act of 1933, as amended (the "Securities Act"), or unless
an exemption for such registration is available and, if the Company so requests,
until the undersigned shall have delivered to the Company a written opinion of
counsel reasonably satisfactory to the Company that the disposition is in
compliance with the requirements of the Securities Act. Upon request, the
General Counsel of the Company will advise the undersigned whether shares have
been registered under the Securities Act.
The undersigned hereby agrees to be bound by the provisions of the Berlitz
International, Inc. Stock Option Plan and the Agreement.
Please issue a certificate or certificates for such shares of Common Stock
in the name of:
Name:
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Address:
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Signature
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Dated:
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