SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 31st day of
July 1996, between Swank, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx Xxxx (the "Optionee").
W I T N E S S E T H
- - - - - - - - - -
1. The Company, in accordance with the terms and conditions of the 1994
Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as
of July 31, 1996 to the Optionee an option to purchase an aggregate of 5,000
shares of the Common Stock, $.10 par value per share, of the Company ("Common
Stock"), at $ .875 per share, being 100% of the fair market value of such shares
of Common Stock on such date.
2. The term of this option shall be 5 years from July 31, 1996, subject to
earlier termination as provided in this Contract and in the Plan. This option
shall be immediately exercisable as to 100% of the number of shares of Common
Stock subject hereto.
3. This option shall be exercised by giving written notice to the Company
at its principal office, presently 0 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
00000-0000, Attention: Treasurer, stating that the Optionee is exercising this
stock option, specifying the number of shares being purchased and accompanied by
payment in full of the aggregate purchase price thereof in cash or by check. In
no event may a fraction of a share of Common Stock be purchased under this
option.
4. Notwithstanding the foregoing, and without limiting the provisions of
paragraph 11 of the Plan, this option shall not be exercisable by the Optionee
unless (a) a registration statement under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the shares of Common stock to be received
upon the exercise of the option shall be effective and current at the time of
exercise or (b) there is an exemption from registration under the Securities Act
for the issuance of the shares of Common Stock upon exercise. At the request of
the Board of Directors, the Optionee shall execute and deliver to the Company
his representation and warranty, in form and substance satisfactory to the Board
of Directors, that the shares of Common Stock to be issued upon the exercise of
the option are being acquired by the Optionee for his own account, for
investment only and not with a view to the resale or distribution thereof
without the meaning of the Securities Act. Nothing herein shall be construed so
as to obligate the Company to register the shares subject to the option under
the Securities Act.
5. Notwithstanding anything herein to the contrary, if at any time the
Board of Directors shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of an option, or the issue of shares of Common
Stock thereunder, this option may not be exercised in whole or in part unless
such listing, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors, in its
discretion.
6. Nothing in the Plan or herein shall confer upon the Optionee any right
to continue as a director of the Company.
7. The Company may endorse or affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
to (a) prevent a violation of, or to perfect an exemption from, the registration
requirement of the Securities Act, or (b) implement the provisions of the Plan
or any agreement between the Company and the Optionee with respect to such
shares of Common Stock.
8. The Company and the Optionee agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, a copy of which is
attached hereto and made part hereof. In the event the Optionee is no longer a
director of the Company or in the event of his death or disability (as defined
in the Plan), his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
9. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of the option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal state securities and "blue sky"
laws.
10. This option is not transferrable otherwise than by will or the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by him or his legal representatives.
11. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled under the Plan and by law to the
Optionee's rights hereunder.
12. This Contract shall be governed by and construed in accordance with the
laws of the State of Delaware.
13. The invalidity or illegality of any provision herein shall not affect
the validity of any other provision.
-2-
14. The Optionee agrees that the Company may amend the Plan and the options
granted to the Optionee under the Plan, subject to the limitations contained in
the Plan
IN WITNESS WHEREOF, the parties hereto have executed this contract as of
the day and year first above written.
SWANK, INC.
By: /s/ Xxxx Xxxxx
------------------------
Its: President
------------------------
/s/ Xxxxxxx Xxxx
------------------------
Optionee
0 Xx Xxxxx
------------------------
Xxxxxxx
Xxxxxx, XX 00000-0000
------------------------
-3-
