EXHIBIT 4.7
Xxxxx X. Xxxxxxx
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(Name of Associate)
TPG HOLDINGS, INC.
STOCK OPTION AGREEMENT
TPG Holdings, Inc.
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxx 00000
Gentlemen:
The undersigned ("Associate") hereby applies for an option (the
"Option") to purchase shares (the "Shares") of the no par value Common Stock of
TPG Holdings, Inc. (the "Corporation") as shown below, at a purchase price equal
to Six and 25/100ths Dollars ($6.25) per Share. The Option shall become
effective on the date it is granted by the Corporation. The Option shall be
vested as to twenty percent (20%) of the Shares on the date it is effective and
shall become vested as to an additional twenty percent (20%) on the first,
second, third and fourth anniversaries of the date it is effective. The Option
will expire if it is not exercised within five (5) years after it is effective.
The Option shall be exercisable from time to time to the extent it is effective
and vested by the payment of the purchase price for the Shares to the
Corporation. Associate hereby acknowledges:
(i) that an investment in the Corporation is not liquid, not easily
transferrable or disposed of, and that Associate has no need for liquidity
of this investment; and
(ii) that the undersigned will have no preemptive right to acquire
stock of the Corporation and that the Shares will be subject to dilution as
additional stock of the Corporation is issued.
Associate hereby represents and warrants as follows:
1. The Shares subject to the Option will be acquired solely for
Associate's account for investment and are not being purchased for subdivision
or fractionalization thereof; and Associate has no contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person, or to anyone else, the Shares or any part thereof (other than as
security for a purchase money loan from a state or national bank), and Associate
will not enter into any such contract, undertaking, agreement or arrangement.
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2. The Corporation has made all documents pertaining to the Option
available to Associate.
3. Associate had the opportunity to ask questions of, and receive answers
from, representatives of the Corporation to obtain such information, to the
extent such persons possess the same or could acquire it without unreasonable
effort or expense, as Associate deemed necessary.
4. Associate will be investing in his or her own name or in the capacity
indicated on the last page hereof; and Associate was not solicited by any form
of general solicitation or general advertising, including, but not limited to
the following:
(a) Any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television
or radio; or
(b) Any seminar or meeting whose attendees had been invited by any
general solicitation or general advertising.
5. Associate is at least twenty-one (21) years of age and a bona fide
resident of the United States and the state indicated on the last page hereof
and has no present intention of becoming a resident of any other state or
jurisdiction.
6. Associate is a person who has such knowledge and experience in
financial and business matters that Associate is capable of evaluating the
merits and risks of an investment in the Corporation and of making an informed
decision.
Associate recognizes that the grant of the Option will be based upon the
representations and warranties contained in Paragraphs 1 through 6 above and
hereby agrees to indemnify the Corporation and its directors, officers, agents
and employees and to hold each of such entities and persons harmless against all
liabilities, costs or expenses (including reasonable attorneys' fees) arising by
reason of or in connection with any misrepresentation or any breach of such
warranties, or arising as a result of the sale or distribution of the Shares in
violation of the Securities Exchange Act of 1934, as amended, the Securities Act
of 1933, as amended, or any other applicable federal or state statute.
Associate hereby indemnifies the Corporation and its directors, officers,
agents and employees, and holds each of such persons and entities harmless from
and against any and all loss, damages, liability or expense, including costs and
reasonable attorneys' fees to which they may be put or which they may incur by
reason of or in connection with any misrepresentation made by the undersigned,
any breach of any of Associate's warranties, or Associate's failure to fulfill
any of the covenants or agreements set forth herein. This application and the
representations and
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warranties contained herein shall be binding on the heirs, legal
representatives, successors and assigns of the Associate.
The Option is governed by and subject to the provisions of the Stock
Option Plan of the Corporation, a copy of which has been provided or made
available to Associate. The Board of Directors of the Corporation shall alone
have the authority to interpret and construct the Stock Option Plan, and all
such interpretations and constructions shall be conclusive and binding on all
parties hereto and their heirs, personal representatives, successors and
assigns. The Option is intended to meet the requirements of Section 422 of the
Internal Revenue Code.
WHEREFORE, in consideration of the foregoing covenants and representations,
Associate hereby applies for an option to purchase the below-referenced number
of Shares of the no par value Common Stock of TPG Holdings, Inc.:
Number of Shares: Five Thousand (5,000)
Dated: January 27, 1995
/s/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
(Please Type or Print the Following)
Mailing Address:
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State of Principal Residence:
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Social Security Number:
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GRANT OF OPTION
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TPG Holdings, Inc. hereby grants the foregoing option for five thousand
(5,000) Shares of the no par value Common Stock of TPG Holdings, Inc. at an
option price of $6.25 per Share.
Dated: January 27, 1995
TPG HOLDINGS, INC.
By:/s/XXX X. XXXXXXXXX
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Title: Secretary
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