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TRANSCISCO INDUSTRIES EXHIBIT 2(A)
STOCK OPTION AGREEMENT
1. Grant of Option
For good and valuable consideration, namely, the execution of
the Purchase Agreement dated as of July 17, 1995, for a certain Class F
Creditor's Claim, Transcisco Industries, Inc. (the "Company") hereby grants to
Xxxxxx X. Xxxxxxx (the "Optionee") the irrevocable right and option to purchase
170,000 shares of the Company's common stock (the "Shares") at the price of
$.22 per share (the "Exercise Price Per Share"). The option is granted hereby
subject to the terms and conditions of this Stock Option Agreement.
2. Expiration Date
This option shall expire at the close of business on July 17,
2005 (the "Expiration Date").
3. Exercisability
This option is exercisable in increments of no fewer than
10,000 shares by the Optionee at any time and from time to time following its
grant and prior to the close of business on the Expiration Date using the
Notice of Exercise of Stock Option attached hereto as Exhibit A. The Optionee
shall pay cash for the Shares with respect to which this option is exercised,
unless another form of consideration is acceptable to the Company at the time
of exercise.
4. Rights as Shareholder
Subject to the terms and conditions of this Stock Option
Agreement, the Optionee shall have no rights of a shareholder with respect to
the Shares until the Optionee has exercised this option. With respect to the
Shares as to which the Optionee shall have exercised this Option, the Optionee
shall have all of the rights of a shareholder of the Company from and after the
date that the Optionee delivers payment of the exercise price until such time
as the Optionee disposes of the Shares.
5. Compliance with Laws and Regulations
The issuance and transfer of the Shares hereunder shall be
subject to and conditioned upon compliance by the Company and the Optionee with
all applicable state and federal laws and regulations and with all applicable
requirements of any stock exchange on which the Company's common stock may be
listed at the time of such issuance and transfer.
6. Successors and Assigns
This Stock Option Agreement shall inure to the benefit of the
successors and assigns of the Company. This Stock Option Agreement may not be
sold, assigned or transferred by Optionee (except by operation of law, and
except to the Trustee of a revocable living trust created by the Optionee),
without the prior written consent of the Company, which consent shall not be
unreasonably withheld, delayed or conditioned. Subject to the foregoing, this
Stock Option Agreement shall be binding on the Optionee and the Optionee's
heirs, executors, administrators, successors and assigns.
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7. Interpretation
Any dispute regarding the interpretation of this Stock Option
Agreement shall be submitted by the Optionee or by the Company to the Board of
Directors of the Company, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Board of Directors shall be
final and binding on the Company and on the Optionee.
8. Governing Law; Severability
This Stock Option Agreement shall be governed by and construed
in accordance with the laws of the State of California, excluding that body of
laws pertaining to conflicts of laws. Should any provision of this Stock
Option Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
9. Further Instruments
The parties agree to execute such further instruments and to
take such further action as may be reasonably necessary to carry out the
purposes and intent of this Stock Option Agreement.
10. Entire Agreement
This Stock Option Agreement, together with the Exhibits hereto
constitutes the entire agreement of the parties with respect to the option
granted hereby and supersedes all prior understandings and agreements with
respect thereto.
11. Notices
All notices, requests, demands, and other communications made
in connection with this Stock Option Agreement shall be in writing and shall be
deemed to have been duly given (i) on the date of delivery, if delivered to the
persons identified below, (ii) on the date of receipt by the other party's fax
machine, if transmitted by fax to the persons identified below, or (iii) three
days after mailing, if mailed by certified mail, return receipt requested,
addressed as follows:
If to the Company:
Transcisco Industries, Inc.
Attn: Chief Executive Officer
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Greene, Radovsky, Xxxxxxx & Share
Spear Street Tower, Suite 0000
Xxx Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
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If to the Optionee:
Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxxx Xxxx
Xxxxx Xxxxxxxxxx
Xxxxxxx, XX 00000
Fax No.: (000) 000-0000
With a copy to:
Xxxxx X. Xxxx, Esq.
McCabe, Schwartz, Xxxxx, Xxxx & Xxxx
California Plaza
0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx Xxxxx, XX 00000
Fax No.: (000) 000-0000
IN WITNESS WHEREOF, the Company and Xxxxxx X. Xxxxxxx have executed
this Stock Option Agreement as of July 17, 1995.
TRANSCISCO INDUSTRIES, INC.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Its President and CEO
OPTIONEE:
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
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EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION
TO: Transcisco Industries, Inc.
FROM: Xxxxxx X. Xxxxxxx
RE: Exercise of Stock Option
Under our Stock Option Agreement dated as of July 17, 1995, I
elect to purchase the following shares of common stock of Transcisco
Industries, Inc. (the "Company"):
Number of shares as to which I am
exercising the option at this time:
------------
Total exercise price: $
------------
Cash payment delivered with this
notice: $
------------
I understand that the shares so purchased may be issued
pursuant to one or more exemptions from registration under state and federal
law; that transfer will be restricted in the absence of registration and
qualification; and, further, that any share certificate issued shall bear a
legend restriction against any transfer in the absence of registration and
qualification, or an exemption therefrom.
I agree to pay to the Company in full the amount of any
federal, state, or local income, employment, or other withholding taxes, in any
form (including all cash) requested by the Company.
Please issue the certificate for the shares purchased as
follows:
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.
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Date:
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Xxxxxx X. Xxxxxxx
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