EXHIBIT 10.03
STOCK OPTION AGREEMENT BETWEEN
XXXXXXXXXXXXX.XXX, INC. AND XXXXXX XXXXXXXXX
THIS STOCK OPTION AGREEMENT (the "Agreement") is made effective the 4th day
of January, 2000, between XXXXXXXXXXXXX.XXX, INC., a Delaware corporation (the
"Company"), and XXXXXX XXXXXXXXX, a director of the Company ("Optionee").
RECITALS:
A. The Company has retained Optionee as a director of the Company.
B. In order to provide incentives to Optionee in such capacity, the
Company has determined to grant to Optionee the right to acquire certain
shares of the Company's common stock with par value of $0.01 per share
(hereinafter called "Common Stock"), all as provided more fully
hereinafter, all subject to the terms, provisions and conditions of this
Agreement.
WITNESSETH:
1. Grant of Stock Option; Purchase Price; Expiration Date. The Company
hereby grants to Optionee the right to purchase 50,000 shares of Common Stock at
a per-share purchase price of $1.00, pursuant to the terms, provisions and
conditions of this Agreement (the shares of Common Stock pursuant to which
Optionee shall acquire the right to purchase are referred to hereinafter as the
"Option Shares"). The option granted hereunder shall expire five years after the
date of this Agreement. In the event of Optionee's death prior to the otherwise
applicable expiration date, the options created by this Agreement shall be
exercisable for one year after Optionee's death by the legal representative of
the estate of Optionee or the person(s) who acquires the rights of Optionee
hereunder by bequest or inheritance as a result of the death of Optionee.
2. Exercise. Subject to the limitations contained herein, Optionee may
exercise the option created pursuant to this Agreement at any time or from time
to time after the effective date of this Agreement until the expiration of such
option as provided herein. If Optionee or Optionee's successor fails to exercise
the option created under this Agreement on or before the expiration date
provided for herein with respect to such option, such option shall expire on
such expiration date and be of no further force and effect. The option to
purchase granted hereunder shall be exercised by giving written notice to the
Company in compliance with this Agreement. Such notice shall state the number of
Option Shares with respect to which the option is being exercised and shall
specify a date which shall not be less than fifteen (15) nor more than thirty
(30) days after the date of such notice, as the date on which the Option Shares
will be taken up and payment made therefor in cash, certified or bank cashier's
check, or the equivalent, at the principal office of the Company. If any law or
regulation requires the Company to take any action with respect to the Option
Shares specified in such notice, then the date of the delivery of such Option
Shares against payment therefor shall be extended for the period necessary to
take such action. In the event of any failure to take up and pay for the number
of Option Shares specified in such notice on the date set forth therein, as the
same may be extended by the written agreement of both parties, such exercise of
this option may be terminated by the Company with respect to such number of
Option Shares not taken and paid for.
3. Adjustments.
(a) If the outstanding shares of the Common Stock shall be subdivided
into a greater number of shares or a dividend in Common Stock shall be paid in
respect of Common Stock, the per share purchase price of the Option Shares in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If the outstanding shares of Common Stock shall be combined into a smaller
number of shares, the per share purchase price of the Option Shares in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased. When any
adjustment is required to be made in the per share purchase price of the Option
Shares, the number of Option Shares purchasable upon the exercise of the Option
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of the Option immediately prior to
such adjustment, multiplied by the per share purchase price of the Option Shares
in effect immediately prior to such adjustment, by (ii) the per share purchase
price of the Option Shares in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification
of the Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection (a) immediately above), or any
consolidation or merger of the Company with or into another corporation, or a
transfer of all or substantially all of the assets of the Company, or the
payment of a liquidating distribution then, as part of any such reorganization,
reclassification, consolidation, merger, sale or liquidating distribution,
lawful provision shall be made so that Optionee shall have the right thereafter
to receive upon the exercise hereof (to the extent, if any, still exercisable)
the kind and amount of shares of stock or other securities or property which
Optionee would have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger, sale or liquidating
distribution, as the case may be, Optionee had held the number of shares of
Common Stock which were then purchasable upon the exercise of the Option. In any
such case, appropriate adjustment (as reasonably determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth herein with respect to the rights and interests thereafter of Optionee
such that the provisions set forth in this Section 3 (including provisions with
respect to adjustment of the per share purchase price of the Option Shares)
shall thereafter be applicable, as nearly as is reasonably practicable, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of the Option.
4. Shares Reserved. The Company will, at all times during the term of
this Agreement, reserve and keep available such number of its common shares as
will be sufficient to satisfy the requirements of this Agreement and will pay
all fees and expenses necessarily incurred by the Company in connection with the
issuance of such shares.
5. Restriction on Issuance of Shares; Legends. The Company will not be
obligated to sell any Option Shares hereunder unless the Option Shares are at
the time exempt from registration under the Securities Act of 1933, as amended,
and applicable state securities laws. Optionee shall make such investment
representations to the Company and shall consent to the imposition of such
legends on the stock certificates as are necessary, in the opinion of the
Company's counsel, to secure to the Company an appropriate exemption from
applicable securities laws.
6. Successors. This Agreement will be binding upon any successor of the
Company.
7. No Rights as Shareholder. Optionee shall have no rights as a
shareholder by reason of this Agreement and shall have only those rights
expressly conferred by this Agreement.
8. Nontransferability. This option will not be transferable other than
by will or the laws of descent or distribution or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, and during the lifetime of Optionee the option
may be exercised only by Optionee. More particularly (but without limiting the
generality of the foregoing), the option may not be assigned, transferred,
pledged or hypothecated in any way, may not be assignable by operation of law,
and may not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the option, will be null and void and without
effect.
9. Withholding Taxes. Upon exercise of any portion of this option and
notice from the Company to Optionee, Optionee shall pay to the Company the
amount of withholding income tax required to be withheld by the Company from
compensation to Optionee and in turn paid by the Company to the U.S. Internal
Revenue Service.
10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given if
delivered or mailed, first class, with postage prepaid, to:
if to the Company, addressed to:
Xxxxxxxxxxxxx.xxx, Inc.
000 Xxxxxxxx Xx.
Xxx Xxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxxx X. Xxxxxx; and
if to Optionee, addressed to the address for notice set forth
beneath Optionee's signature below;
or to such other address for notice as either party shall hereafter notify the
other party in writing, from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.
"COMPANY"
XXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, President
"OPTIONEE"
/s/HarveyJudkowitz
Xxxxxx Xxxxxxxxx
Address for Optionee:
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