EXHIBIT 10(n)
INTERSTATE TRAVEL FACILITIES, INC.
______________________________
NONQUALIFIED STOCK OPTION AGREEMENT
Name: Xxxx Xxxxxxx Grant Date: February 27, 1998
Percent of Stock
Shares Subject to Option Exercisable
Option: 18,750 100%
Expiration Date: February 26, 2008
Option Price: $29.00
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"), made
as of the grant date set forth on the cover page of this Option Agreement (the
"Cover Page") by and between Xxxx Xxxxxxx ("Xxxxxxx") and INTERSTATE TRAVEL
FACILITIES, INC. (the "Company").
W I T N E S S E T H:
WHEREAS, Xxxxxxx is an executive officer of the Company, and it is
important to the Company that Xxxxxxx be encouraged to remain as an executive
officer of the Company; and
WHEREAS, in recognition of such facts, the Company desires to provide to
Xxxxxxx an opportunity to purchase shares of the common stock of the Company,
as hereinafter.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for good and valuable consideration, Xxxxxxx and the Company hereby
agree as follows:
SECTION 1. GRANT OF STOCK OPTION. The Company hereby grants to Xxxxxxx a
nonqualified stock option (the "Stock Option") to purchase all or any part of
the number of shares of its voting common stock, par value $1.00 (the "Stock")
set forth on the Cover Page, under and subject to the terms and conditions of
this Option Agreement. The purchase price for each share to be purchased
hereunder shall be the option price set forth on the Cover Page (the "Option
Price").
SECTION 2. TIMES OF EXERCISE OF STOCK OPTION. After, and only after, the
conditions of Section 6 hereof have been satisfied and Xxxxxxx and the Company
have executed a mutually satisfactory buy/sell agreement, Xxxxxxx shall be
eligible to exercise the Stock Option after the first to occur of (i) the
Company attaining a net worth of not less than $4,400,000 (net worth being
determined by subtracting liabilities from assets as reflected on the Company's
balance sheet prepared in accordance with generally accepted accounting
principles), or (ii) the merger or consolidation of the Company with or into
another entity (whether or not the Company is a surviving entity), the sale of
all or substantially all of the assets of the Company or the dissolution,
termination of existence or liquidation of the Company.
SECTION 3. TERM OF STOCK OPTION. The Stock Option shall expire at the
close of business on the expiration date set forth on the Cover Page, and may
not be exercised after such expiration date.
SECTION 4. TRANSFERABILITY OF STOCK OPTION.
(a) GENERAL. Except as provided in Section 4(b) hereof, the Stock
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and the Stock Option may be exercised, during the lifetime of
Xxxxxxx, only by Xxxxxxx. More particularly (but without limiting the
generality of the foregoing), the Stock Option may not be assigned, transferred
(except as provided above and in Section 4(b) hereof), pledged or hypothecated
in any way, shall not be assignable by operation of law and shall not be
subject to execution, attachment, or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Stock
Option contrary to the provisions hereof shall be null and void and without
effect.
(b) LIMITED TRANSFERABILITY OF OPTION. The Stock Option may be
transferred by Xxxxxxx to (i) the ex-spouse of Xxxxxxx pursuant to the terms of
a domestic relations order, (ii) the spouse, children or grandchildren of
Xxxxxxx ("Immediate Family Members"), (iii) a trust or trusts for the exclusive
benefit of such Immediate Family Members, or (iv) a partnership in which such
Immediate Family Members are the only partners; provided that there may be no
consideration for any such transfer and subsequent transfers of transferred
Stock Option shall be prohibited except those in accordance with Section 4(a)
hereof. Following transfer, any such Stock Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of this Section 4(b) the term "Xxxxxxx"
shall be deemed to refer to the transferee. No transfer pursuant to this
Section 4(b) shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer together with such
other documents regarding the transfer as the Company shall request.
SECTION 5. METHOD OF EXERCISING STOCK OPTION.
(a) PROCEDURES FOR EXERCISE. The manner of exercising the Stock
Option herein granted shall be by written notice to the Secretary of the
Company at the time the Stock Option, or part thereof, is to be exercised, and
in any event prior to the expiration of the Stock Option. Such notice shall
state the election to exercise the Stock Option, the number of shares of Stock
to be purchased upon exercise, and the form of payment to be used, and shall be
signed by the person so exercising the Stock Option.
(b) FORM OF PAYMENT. Payment in full for shares of Stock purchased
under this Option Agreement shall accompany Tindell's notice of exercise,
together with payment for any applicable withholding taxes. Payment shall be
made (i) in cash or by check, draft or money order payable to the order of the
Company, (ii) by delivering Stock or other equity securities of the Company
having a Fair Market Value on the date of payment equal to the amount of the
Option Price, (iii) by assigning that certain Promissory Note of the Company
issued in favor of Xxxxxxx of even date herewith to the Company or (iv) a
combination thereof. For all purposes of effecting the exercise of the Stock
Option, the date on which Xxxxxxx gives the notice of exercise to the Company,
together with payment for the shares of Stock being purchased and any
applicable withholding taxes, shall be the "date of exercise." If a notice of
exercise and payment are delivered at different times, the date of exercise
shall be the date the Company first has in its possession both the notice and
full payment as provided herein.
(c) FURTHER INFORMATION. In the event the Stock Option is
exercised, pursuant to the foregoing provisions of this Section 5, by any
person other than Xxxxxxx due to the transfer of the Stock Option in accordance
with Section 4 hereof, such notice shall also be accompanied by appropriate
proof of the right of such person to exercise the Stock Option. The notice so
required shall be given by personal delivery or facsimile to the Secretary of
the Company or by registered or certified mail, addressed to the Company at
Enterprise Plaza, Suite 320, 0000 Xxxxx Xxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000, and it shall be deemed to have been given when it is so personally
delivered, upon facsimile confirmation or when it is deposited in the United
States mail in an envelope addressed to the Company, as aforesaid, properly
stamped for delivery as a registered or certified letter.
SECTION 6. SECURITIES LAW RESTRICTIONS. The Stock Option shall be
exercised and Stock issued only upon compliance with the Securities Act of
1933, as amended (the "Act"), and any other applicable securities law, or
pursuant to an exemption therefrom. If deemed necessary by the Company to
comply with the Act or any applicable laws or regulations relating to the sale
of securities, Xxxxxxx, at the time of exercise and as a condition imposed by
the Company, shall represent, warrant and agree that the shares of Stock
subject to the Stock Option are being purchased for investment and not with any
present intention to resell the same and without a view to distribution, and
Xxxxxxx shall, upon the request of the Company, execute and deliver to the
Company an agreement to such effect. Xxxxxxx acknowledges that any stock
certificate representing Stock purchased under such circumstances will be
issued with a restricted securities legend.
SECTION 7. NOTICES. All notices or other communications relating to this
Option Agreement as it relates to Xxxxxxx shall be in writing and shall be
delivered personally or mailed (U.S. Mail) by the Company to Xxxxxxx at the
then current address as maintained by the Company or such other address as
Xxxxxxx may advise the Company in writing.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as of
the day and year first above written.
INTERSTATE TRAVEL FACILITIES, INC., an
Oklahoma corporation
By XXXX XXX, XX.
Xxxx Xxx, Xx., Vice President - Finance
"COMPANY"
XXXX XXXXXXX
Xxxx Xxxxxxx
