EXHIBIT 10.1
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, effective November 24, 1997, is entered into between
Tristar Corporation, a Delaware corporation, (the "COMPANY") and Xxxxxxx X.
Xxxxxxxxxx (the "OPTIONEE").
RECITALS
A. The Optionee is a director of the Company and the Company desires to
have Optionee remain in such capacity, encourage the stock ownership of Optionee
and increase the Optionee's proprietary interest in the Company.
B. The Company desires to grant to Optionee an option to purchase up to
75,000 shares of Common Stock, $.01 par value ("COMMON STOCK") of the Company.
AGREEMENTS
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth in this
Agreement, the Company hereby grants to Optionee the option to purchase, during
the period commencing on the date of this Agreement and ending November 24,
2007, at an exercise price equal to the closing per share price on the NASDAQ
SmallCap Market on the date of this Agreement, $6.313 per share (the "OPTION
PRICE"), up to, but not exceeding the aggregate of 75,000 shares of Common Stock
of the Company (such option being hereinafter referred to as the "OPTION"). The
Option evidenced hereby may be exercised from time to time, on a cumulative
basis (as to options to purchase shares not previously exercised).
2. NON-QUALIFIED STATUS. The Option is intended to be a non-qualified
stock option which does not satisfy the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended (the "CODE"). The Option is granted
outside of and therefore shall not be subject to the terms and provisions of the
Company's 1997 Long Term Incentive Plan, as amended.
3. EXERCISE OF OPTION. The Option shall be deemed exercised when the
Optionee (a) shall indicate the decision to do so in writing delivered to the
Company and (b) shall at the same time tender to the Company payment in full of
the Option Price for the shares for which the Option is exercised. The Option
may be exercised for any lesser number of shares than the full amount for which
it could be exercised. Such a partial exercise of an Option shall not affect the
right to exercise the Option from time to time in accordance with the provisions
contained herein
for the remaining shares subject to the Option. Upon compliance with the
foregoing, the Company shall cause certificates for the shares so purchased to
be delivered to Optionee, his legal representative or such other person who is
entitled to exercise his Option (in accordance with the provisions of paragraph
6 hereof) at its principal business office.
In no event may the Option be exercised after November 24, 2007.
4. NON-TRANSFERABILITY OF OPTIONS. The Option granted to Optionee shall
not be transferable by Optionee except by will or under the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him. Any
assignment or transfer of the Option except by will or under the laws of descent
and distribution, whether voluntarily or involuntarily, by operation of law or
otherwise, shall not vest in the assignee or transferee any interest or rights
whatsoever, but immediately upon such assignment or transfer the Option shall
terminate and become of no further effect.
5. EARLY FORFEITURE OF OPTION. The Option shall terminate on the date
Optionee ceases to be a director of the Company, unless the Optionee shall (a)
die while a director of the Company, (b) be permanently or totally disabled
within the meaning of Section 22(e)(3) of the Code, or (c) resign or retire as a
director with the consent of the Company. In the event either (a), (b), or (c)
shall occur, the Optionee, or his legatees under his will or his personal
representatives, may exercise the previously unexercised portion of the Option
at any time prior to November 24, 2007.
In the event an Option granted under this Agreement shall be
exercised by the legal representative of the deceased Optionee, or by a person
who acquired an Option granted hereunder by bequest or inheritance or by reason
of the death of the deceased Optionee, written notice of such exercise shall be
accompanied by certified copy of letters testamentary or equivalent proof of the
right of such legal representative or other person to exercise such option.
6. ADJUSTMENT OF SHARES. Notwithstanding any other provision contained
herein, in the event of any change in the outstanding Common Stock by reason of
a stock dividend, stock split, reorganization, recapitalization, merger,
split-up or other change in capital structure, an adjustment may be made by the
Company, in its sole and absolute discretion, to prevent dilution or enlargement
of Optionee's rights hereunder, and the determination of the Company as to these
matters shall be conclusive.
7. ISSUANCE OF STOCK CERTIFICATES; LEGENDS AND PAYMENT OF EXPENSES. Upon
any exercise of an Option which may be granted hereunder and the payment of the
exercise price, a certificate or certificates representing the shares as to
which the Option has been exercised shall be issued by the Company in the name
of the Optionee and shall be delivered to or upon the order of Optionee.
The Company may, in its discretion, endorse an appropriate legend
upon the certificate or certificates representing any shares issued or
transferred pursuant to the exercise of any Option granted hereunder and may
issue "stop transfer" instructions to its transfer agent in respect of such
shares to (a) prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act of 1933, as amended (the
"SECURITIES ACT") or (b) implement the provisions of any agreement between the
Company and the Optionee with respect to such shares.
The Company shall pay all issue or transfer taxes with respect to
the issuance or transfer of shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by Optionee unless such Registration Statement has been filed by the
Company for its own corporate purposes (and the Company so states) in which
event the recipient of the shares shall bear only such fees and expenses as are
attributable solely to the inclusion of such shares in the Registration
Statement. All the shares issued as provided herein shall be fully paid and
nonassessable to the extent permitted by law.
8. NO RIGHTS AS STOCKHOLDER. Optionee shall not have rights as a
stockholder with respect to shares covered by the Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in paragraph 7 hereof, no adjustment for dividends or otherwise shall
be made if the record date therefor is prior to the date of issuance of such
certificate.
9. REQUIREMENTS OF LAW. The Company shall not be required to issue any
shares under the Option if the issuance of such shares shall constitute or
result in a violation by Optionee or the Company of any provision of any law,
statute or regulation of any governmental authority. Specifically, in connection
with any applicable statute or regulation relating to the registration of
securities, upon exercise of the Option, the Company shall not be required to
issue such shares unless the Company has received evidence satisfactory to it to
the effect that Optionee will not transfer such shares except in accordance with
applicable law, including the receipt of an opinion of counsel satisfactory to
the Company to the effect that any proposed transfer complies with applicable
law. The Company may, but shall in no event be obligated to, register any shares
covered hereby pursuant to applicable securities laws of any country or
political subdivision thereof. In the event the shares issuable on exercise of
the Option are not so registered, the Company may imprint on the certificate
evidencing such shares any legend counsel for the Company considers necessary or
advisable to comply with applicable law. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of the Option
or the issuance of shares pursuant to the Option to comply with any law or
regulation of any governmental authority.
10. NOTICES. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed or delivered to the party for
whom it is intended at such address as may from time to time be designated by
such party in a notice mailed or delivered to the other party as provided
herein, provided that, unless and until some other address be so designated, all
notices or communications by Optionee to the Company shall be mailed or
delivered to the Company at:
Tristar Corporation
00000 Xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxx
and all notices or communications by the Company to Optionee be given to
Optionee personally or may be mailed to him at:
Xxxxxxx X. Xxxxxxxxxx
____________________________________
____________________________________
This Agreement is effective as of the date first written above.
COMPANY: TRISTAR CORPORATION
By: ___________________________
Name: _________________________
Title: ________________________
OPTIONEE: _______________________________
XXXXXXX X. XXXXXXXXXX
