Exhibit 99.8
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REFAC TECHNOLOGY DEVELOPMENT CORPORATION
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, entered into as of January 21, 1998, by
and between REFAC Technology Development Corporation, a Delaware
corporation ("REFAC");, and Xxxxxx Xxxxxxx (the "Optionee"), an employee of
REFAC Licensing Corporation, a Connecticut corporation ("RLC").
W I T N E S S E T H:
WHEREAS, the Optionee has entered into that certain Employment
Agreement, dated as of January 21, 1998 (the "Employment Agreement"),
pursuant to which the Optionee is entitled to receive the stock option
evidenced hereby;
WHEREAS, the Board of Directors of REFAC has determined that it
is in its and its stockholders' best interests to grant to the Optionee an
option to purchase shares of REFAC's common stock, par value $.10 per share
("Stock") in the amount and on the terms and conditions set forth herein;
and
WHEREAS, the Board of Directors of REFAC has determined that it
is in its and its stockholders' best interests that the Option granted
hereby shall not be subject to the terms and provisions of REFAC's 1990
Stock Option and Incentive Plan.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the
parties hereto have agreed and do hereby agree as follows:
Section 1. Grant of Option. The Optionee is hereby granted an
option (the "Option") to purchase an aggregate of 50,000 shares of Stock,
subject to adjustment as provided in Section 3 hereof, on the terms and
conditions herein set forth.
Section 2. Exercise Price. The exercise price per share of the
Stock subject to the Option shall be equal to 100 percent (100%) of the
Fair Market Value of such stock on the date of grant, as determined
pursuant to Section 5(c).
Section 3. Effect of Certain Changes. If there is any change in
the Stock through the declaration of extraordinary dividends, stock
dividends, recapitalization, stock splits, or combinations or exchanges of
such shares, or other similar transactions, the number of shares of Stock
subject to the Option and the exercise price per share of the Option shall
be proportionately adjusted by the committee (the "Committee") established
by the Board of Directors of REFAC to administer REFAC's executive
incentive programs to reflect such change in the issued shares of Stock.
Section 4. Term and exercisability of Option.
(a) Term of Option. Unless the Option is previously
cancelled pursuant to this Agreement, the term of the Option and of this
Agreement shall commence on the date hereof (the "Date of Grant") and
terminate on the tenth anniversary of the Date of Grant (such tenth
anniversary, the "Expiration Date"). Upon the termination of the Option,
all rights of the Optionee hereunder shall cease.
(b) Exercisability of Option. The Option shall be
exercisable as to twenty percent (20%) of the aggregate number of shares
covered hereby on the Date of Grant. Subject to Section 7 hereof, the
Option will become exercisable in cumulative fashion as to an additioinal
twenty percent (20%) of the aggregate number of shares of Stock covered
hereby on each of the first four (4) anniversaries of the Date of Grant.
Subject to Section 7 hereof, the right of the Optionee to purchase shares
with respect to which this Option has become exercisable as herein provided
may be exercised in whole or in part at any time from time to time, prior
to the tenth anniversary of the Date of Grant.
Section 5. Payment of Purchaser Price; Withholding Taxes.
(a) Payment of Purchase Price. Payment of the exercise
price for any shares of Stock being purchased hereunder (the "Purchase
Price") must be made in cash, by certified or bank check or by delivering
to REFAC previously acquired shares of Stock (none of which shares may be
subject to any claim, lien, security interest, community property right or
other right of spouses or present or former family members, pledge, option,
voting agreement or other restriction or encumbrance of any nature
whatsoever). If the Optionee pays by delivering shares of Stock, the
Optionee must include with the notice of exercise the certificates for such
shares, duly endorsed for transfer. REFAC will value the shares of Stock
delivered by the Optionee at their Fair Market Value (as defined below) on
the date of receipt and, if the value of such shares exceeds the Purchase
Price, will return to the Optionee cash in an amount equal to the value, so
determined, of any fractional portion of a share of Stock exceeding the
Purchase Price and will issue a certificate for any whole shares of Stock
exceeding the Purchase Price.
(b) Withholding Taxes. At the time the Optionee gives
notice of exercise of the Option, the Optionee shall include with such
notice payment in cash or by certified or bank check in an amount equal to
all Federal, state, local, employment or other withholding taxes due, if
any, at the time of exercise of the Option or shall give other assurance to
REFAC satisfactory to the Committee of the payment of such withholding
taxes.
(c) Fair Market Value. For purposes of this Agreement, the
"Fair Market Value" of the stock as of a particular date shall be (i) the
closing sales price of the Stock on a national securities exchange for the
last preceding date on which there was a sale of such Stock on such
exchange, or (ii) if the Stock is then traded on an over-the-counter
market, the average of the closing bid and asked prices for the Stock in
such over-the-counter market for the last preceding date on which there was
a sale of such Stock in such market, or (iii) if the Stock is not then
listed on a national securities exchange or traded in an over-the-counter
market, such value as the Committee in its discretion may determine.
Section 6. Transfer of Shares.
(a) REFAC shall deliver certificates for the shares of
Stock purchased hereunder as soon as practicable after receiving the
payments required under Section 5 hereof and all other documents as may be
required by law or the terms hereof.
(b) The sale and delivery of any shares purchased hereunder
are subject to approval of any governmental agency which may, in the option
of counsel to REFAC, be required in connection with the authorization,
issuance or sale of Stock. REFAC shall use its best efforts to obtain any
such approval. No shares of Stock shall be issued under the Option prior
to compliance with such requirements and with REFAC's listing agreement
with the American Stock Exchange (or other exchange upon which the Stock
may then be listed). The Committee may impose such restrictions on any
shares of Stock acquired pursuant to the exercise of the Option as is
required by applicable Federal securities laws, under the requirements of
any stock exchange or market upon which such shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such
shares.
Section 7. Termination of Employment.
(a) Except as provided in this Section 7, the Option may
not be exercised after the Optionee has ceased to be employed by RLC.
(b) If the Optionee's employment with RLC is terminated by
RLC for Cause (as defined in the Employment Agreement), the Option shall be
cancelled as of the date of such termination of employment.
(c) If the Optionee's employment with RLC is terminated (i)
by reason of the Optionee's death (A) during the term of the Employment
Agreement or (B) within ninety (90) days following the effective date of
termination of the Optionee's employment with RLC for any reason other than
for Cause or (ii) by reason of the Optionee's Disability (as defined in the
Employment Agreement ) or retirement, the Option shall be exercisable by
the Optionee (or her beneficiary, if appropriate), to the extent
exercisable on the effective date of such termination of employment for a
period of one (1) year following the effective date of such termination of
employment.
(d) If the Optionee's employment with RLC is terminated for
any reason other than for Cause (as defined in the Employment Agreement) or
by reason of the Optionee's death, Disability (as defined in the Employment
Agreement) or retirement, the Option shall become fully exercisable and the
Optionee shall have the right to exercise the Option for a period of ninety
(90) days following the effective date of such termination of employment.
(e) Notwithstanding anything to the contrary in this
Section 7, the Option shall not be exercisable later than the Expiration
Date.
Section 8. Rights of Optionee.
(a) The Optionee shall have none of the rights of a
stockholder with respect to the shares covered by the Option until the
shares are issued or transferred to such Optionee pursuant to Section 6
hereof.
(b) The Option shall not interfere with or limit in any way
the right of RLC to terminate the Optionee's employment at any time, nor
confer upon the Optionee any right to continue in the employ of RLC.
Section 9. Nontransferability of Option. The Option shall not
be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution, and shall be exercisable during the Optionee's lifetime only
by him or his legal representative.
Section 10. Notification.
(a) The Option shall be exercised by written notification
of exercise substantially in the form of Exhibit A hereto and delivered to
the Secretary of REFAC in accordance with subjection (b) of this
Section 10. Such notification shall specify the number of shares of Stock
to be purchased and the manner in which payment is to be made.
(b) Any notification required or permitted hereunder shall
be in writing and must be given by personal delivery or by certified mail,
return receipt requested, addressed, if to REFAC or the Committee, to
REFAC, at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or to the
Optionee at the address set forth below, as the case may be, and deposited,
postage prepaid, in the United States mail; provided, however, that a
notification of exercise pursuant to subsection (a) of this Section 10
shall be effective only upon receipt by REFAC of such notification and all
necessary documentation, including full payment for the Shares. Either
party may, by notification to the other given in the manner aforesaid,
change the address for future notices.
Section 11. Cancellation and Reissuance. The Committee shall
have the authority to provide for the cancellation of the Option and the
reissuance of a replacement Option upon such terms as the Committee, in its
sole discretion, deems appropriate, provided that such terms shall not
adversely affect the Optionee in any material way.
Section 12. Reservation of Shares. REFAC agrees that, until the
exercise or expiration of the Option, at all times there shall be reserved
for issuance and/or delivery upon exercise of this Option such number of
shares of Stock as shall be required for issuance and delivery upon
exercise of the Option.
Section 13. Governing Law; Interpretation.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
its conflicts of law principles.
(b) The Committee shall have final authority to interpret
and construe this Agreement and to make any and all determinations under
them, and its determinations and decisions shall be final, conclusive and
binding upon the Optionee and his legal representative in respect of any
questions arising under this Agreement.
Section 14. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of
REFAC, its successors and assigns, and the Optionee and his personal
representatives and assigns.
(b) The failure of REFAC to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.
(c) Amendment. This Agreement may be amended or modified
at any time by an instrument in writing signed by the parties hereto.
IN WITNESS WHEREOF, REFAC has caused this Agreement to be duly
executed by its officer thereunder duly authorized and the Optionee has
hereunto set her hand, all as of the day and year set forth above.
REFAC TECHNOLOGY DEVELOPMENT
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
Date: January 21, 1998
ACCEPTED:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx (Optionee)
Date: January 21, 1998
Address:
X.X. Xxx 0000
Xxxxx Xxxxx, Xxxxxxxxxxx 00000
Social Security No.: ###-##-####
