NON-QUALIFIED STOCK OPTION AGREEMENT
This
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of December 28,
2006
(this “Agreement”),
is
made between RV Acquisition Inc., a Delaware corporation (the “Company”),
and
Xxxx Xxxxxx (the
“Optionee”).
WITNESSETH:
WHEREAS,
pursuant to the Company’s 2004 Stock Option Plan (as amended from time to time,
the “Plan”),
the
Company, acting through its Board of Directors (the “Board”),
has
granted to the Optionee, effective as of the date of this Agreement,
non-qualified stock options to purchase shares of common stock, par value $0.01
per share, of the Company (the “Common
Stock”)
on the
terms and subject to the conditions set forth in this Agreement;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements
contained in this Agreement, the parties hereto agree as follows:
| 1. |
Definitions.
As used in this Agreement, the following terms have the meanings
set forth
below:
|
“Affiliate”
means,
as to any Person, any other Person which directly or indirectly controls, or
is
under common control with, or is controlled by, such Person. As used in this
definition, “control” (including, with its correlative meanings, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests,
by
contract or otherwise).
“BRS”
means
Bruckmann, Xxxxxx, Xxxxxxxx & Co. II, L.P., a Delaware limited partnership.
“Board”
has
the
meaning ascribed to such term in the first recital of this
Agreement.
“Cause”
has
the
meaning ascribed to such term in the Employment Agreement.
“Common
Stock”
has
the
meaning ascribed to such term in the first recital of this
Agreement.
“Employment
Agreement”
means
the Employment Agreement dated as of May 14, 2004, by and among the Optionee,
the Company, BRS and Lazy Days’ R.V. Center, Inc., as amended as of December 28,
2006.
“Exercise
Notice”
has
the
meaning ascribed to such term in Section
5
of this
Agreement.
-1-
"Fair
Market Value"
means
for each share of Common Stock, the average of the closing prices of the sales
of the Common Stock on all securities exchanges on which the Common Stock may
at
the time be listed, or, if there have been no sales on any such exchange on
any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day the Common Stock is not
so
listed, the average of the representative bid and asked prices quoted in the
Nasdaq National Market System (“Nasdaq
NMS”)
as of
4:00 P.M., New York City time, or, if on any day the Common Stock is not quoted
in the Nasdaq NMS, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
the Fair Market Value is being determined and the 20 consecutive business days
prior to such day. If at any time the Common Stock is not listed on any
securities exchange or quoted in the Nasdaq NMS or the over-the-counter market,
the Fair Market Value of each share of Common Stock shall be determined by
the
Board in its good faith judgment without the application of any minority
stockholder discount or discount for marketability of such share.
“Family
Group”
means,
with respect to any natural person, such person’s spouse, siblings, ancestors
and descendants (whether natural or adopted) and any trust or other entity
(including a corporation, partnership or limited liability company) formed
solely for the benefit of such person and/or such person’s spouse, siblings,
their respective ancestors and/or descendants (whether natural or adopted),
and
upon such person’s death, the personal representative of such person for
purposes of administration of such person’s estate, such person’s heirs,
legatees and distributees (whether individuals, trusts or business entities)
whether or not such recipients are such person’s spouse, siblings, their
respective ancestors and/or descendants (whether natural or adopted), or upon
such person’s incompetency for purposes of the protection and management of the
assets of such person, the personal representative of such person.
“Independent
Third Party”
means
any Person who, immediately prior to the contemplated transaction, (i) does
not own in excess of 5% of the Common Stock, on a fully diluted basis,
(ii) is not an Affiliate of any such 5% owner of the Common Stock, on a
fully diluted basis, or (iii) is not a member of the Family Group of any
such 5% owner of the Common Stock, on a fully diluted basis.
“Investor
Exit”
means
a
sale or transfer of equity, liquidating dividend, a Transaction or
otherwise.
“IRR”
means,
on the date of an Investor Exit, after giving effect to such Investor Exit
and
the vesting, if any, of Performance Vest Option Shares (including all
accelerated vesting of Performance Vest Options Shares which is contingent
upon
such calculation), BRS’ compounded annual rate of return (as determined in good
faith by BRS using the “XIRR” function in Microsoft® Excel, upgrades to such
program, or if such software is not available at such time, an equivalent
function in another software package).
-2-
“Option”
has
the
meaning ascribed to such term in Section 2
of this
Agreement.
“Option
Shares”
has
the
meaning ascribed to such term in Section 2
of this
Agreement.
“Option
Term”
has
the
meaning ascribed to such term in Section 3
of this
Agreement.
“Performance
Vest Option Shares”
has
the
meaning ascribed to such term in Section 2
of this
Agreement.
“Person”
means
any individual, partnership, limited liability company, corporation, group,
trust or other legal entity.
“Subsidiary”
means,
with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a partnership, limited
liability company, association or other business entity, a majority of the
partnership or other similar ownership interest thereof is at the time owned
or
controlled, directly or indirectly, by that Person or one or more Subsidiaries
of that Person or a combination thereof. For purposes hereof, a Person or
Persons shall be deemed to have a majority ownership interest in a partnership,
limited liability company, association or other business entity if such Person
or Persons shall be allocated a majority of partnership, limited liability
company, association or other business entity gains or losses or shall be or
control the managing director, managing member, manager or a general partner
of
such partnership, limited liability company, association or other business
entity.
“Time
Vest Option Shares”
has
the
meaning ascribed to such term in Section 2
of this
Agreement.
“Transfer”
means,
as applicable, (i) any sale, transfer, assignment, pledge, hypothecation or
other disposal, and (ii) to sell, transfer, assign, pledge, hypothecate or
dispose in any way.
-3-
“Transaction”
means
any transaction, including in one or more series of related transactions
involving the Company and an Independent Third Party or group of Independent
Third Parties pursuant to which such party or parties acquire (i) equity
securities of the Company constituting a majority of the shares of voting
securities entitled to vote generally in the election of the Board (whether
by
merger, consolidation, sale or transfer of any or all of the Company’s
outstanding capital stock) or (ii) all or substantially all of the
Company’s assets determined on a consolidated basis.
“Vested
Shares”
means
the Option Shares with respect to which the Option is exercisable at any
particular time.
| 2. |
Option;
Option Price.
On the terms and subject to the conditions of this Agreement, the
Optionee
shall have the option (the “Option”)
to purchase up to 243,360 shares
(the “Option
Shares”)
of Common Stock at the price of $1.00 per Option Share (the “Option
Price”).
One-third (81,120 shares) of the Option Shares are subject to time
vesting
as described in Section
4(a)
of
this Agreement (such shares, the “Time
Vest Option Shares”),
and the remaining two-thirds (162,240 shares) of the Option Shares
are
subject to vesting based upon the return on the investment by BRS
as
described in Section
4(b) of
this Agreement (such shares, the “Performance
Vest Option Shares”).
|
| 3. |
Term.
The term of the option (the “Option
Term”)
shall commence on the date hereof and expire on the tenth anniversary
of
the date hereof, unless the Option shall theretofore have been terminated
in accordance with the terms of this
Agreement.
|
-4-
| 4. |
Time
of Exercise.
|
| (a) |
Time
Vest Option Shares.
|
| (i) |
On
each of the first five (5) anniversaries of the date hereof, the
Option
shall immediately become exercisable as to 20% of the Time Vest Option
Shares, unless accelerated upon an occurrence of a Transaction pursuant
to
Section
12(b),
so long as the Optionee is and has been continuously employed by
the
Company or any of its Subsidiaries from the date of this Agreement
through
the applicable anniversary date.
|
| (ii) |
Except
as otherwise provided in Section
6,
the Option shall remain exercisable as to all Vested Shares until
the
expiration of the Option Term.
|
| (b) |
Performance
Vest Option Shares.
|
| (i) |
Subject
to Section
12(b)
of
this Agreement, the Option in respect of all or a portion of the
Performance Vest Option Shares shall become exercisable upon BRS
realizing
an IRR equal to or greater than 25% as set forth in the chart below,
provided
that the
Optionee is and has been continuously employed by the Company or
any of
its Subsidiaries from the date of this Agreement through the date
on which
the IRR for BRS reaches the target levels set forth in the chart
below.
|
|
IRR
Target of at least
|
Percentage
of Performance Vest Option Shares that vest upon reaching the IRR
target
|
|
25%
|
50%
|
|
30%
|
100%
|
| (ii) |
Except
as otherwise provided in Section
6,
the Option shall remain exercisable as to all Vested Shares until
the
expiration of the Option Term.
|
-5-
| 5. |
Procedure
for Exercise.
|
| (a) |
The
Option may be exercised with respect to Vested Shares, from time
to time,
in whole or in part (but for the purchase of whole shares only),
by
delivery of a written notice (the “Exercise
Notice”)
from the Optionee to the Company, which Exercise Notice
shall:
|
| (i) |
state
that the Optionee elects to exercise the
Option;
|
| (ii) |
state
the number of Vested Shares with respect to which the Optionee is
exercising the Option;
|
| (iii) |
include
any representations of the Optionee required under Section 8
hereof;
|
| (iv) |
in
the event that the Option shall be exercised by the representative
of the
Optionee’s estate pursuant to Section 6,
include appropriate proof of the right of such person to exercise
the
Option;
|
| (v) |
state
the date upon which the Optionee desires to consummate the purchase
of
such Vested Shares (which date must be prior to the termination of
the
Option); and
|
| (vi) |
comply
with such further provisions as the Company may reasonably
require.
|
| (b) |
Payment
of the Option Price for the Vested Shares to be purchased on the
exercise
of the Option shall be made by (i) cash, certified or bank cashier’s check
payable to the order of the Company or other immediately available
funds,
(ii) withholding from the total number of Vested Shares to be purchased
upon the exercise of such Option that number of Vested Shares having
a
Fair Market Value which shall equal the Option Price for the total
number
of the Vested Shares to be purchased or (iii) the combination of
the
foregoing means of payment.
|
| (c) |
As
a condition to the exercise of the Option and prior to the issuance
of any
Vested Shares, the Optionee (or the representative of his estate)
shall be
required to execute (unless the Optionee is already a party thereto)
an
agreement to be bound by the Company’s stockholders agreement with respect
to the Option Shares, in the form attached hereto as Annex
I
(the “Stockholders
Agreement”).
|
| (d) |
The
Company shall be entitled to require, as a condition of delivery
of the
Vested Shares, that the Optionee agree to remit when due an amount
in cash
sufficient to satisfy all current or estimated future federal, state
and
local withholding and employment taxes relating
thereto.
|
-6-
| 6. |
Termination
of Employment; Repurchase of Option Shares.
|
| (a) |
Any
portion of the Option which is not exercisable at the time at which
the
Optionee ceases to be employed by the Company and any of its Subsidiaries
(for any reason) shall terminate and become null and void. All or
any part
of the Option, to the extent unexercised, shall terminate immediately
if
the Optionee ceases to be employed by the Company and any of its
Subsidiaries, except that the Optionee (or, in case of the Optionee’s
death, the representative of his estate) shall have until the end
of
the 60
days following the date of such termination of employment to exercise
any
portion of the Option that he could have exercised on the date of
such
termination of employment; provided,
however,
that such exercise must be accomplished prior to the expiration of
the
Option Term. Notwithstanding the foregoing, (i) in the event of a
termination of the Optionee’s employment with the Company or any
Subsidiary due to his death, the representative of the estate of
the
Optionee may exercise any portion of the Option which the Optionee
could
have exercised on the date of such termination for a period of 180
days
thereafter; provided,
however,
that such exercise must be accomplished prior to the expiration of
the
Option Term, and (ii) in the event of a termination of the Optionee’s
employment with the Company or any of its Subsidiaries for Cause,
the
unexercised portion of the Option shall terminate immediately and
the
Optionee shall have no right thereafter to exercise any part of the
Option. For the avoidance of doubt, if the Optionee ceases to be
employed
by the Company and its Subsidiaries for any reason prior to BRS realizing
an IRR equal to or greater than 25%, the Option with respect to all
Performance Vest Option Shares shall be forfeited upon termination
of the
Optionee’s employment. If the Optionee ceases to be employed by the
Company and its Subsidiaries for any reason after BRS realizing an
IRR
equal to 25% but prior to BRS realizing an IRR equal to 30%, the
Option
with respect to 50% of the Performance Vest Option Shares shall be
forfeited upon termination of the Optionee’s employment.
|
| (b) |
The
Optionee agrees that the Option Shares shall be subject to repurchase
by
the Company pursuant to the Employment Agreement.
|
| 7. |
No
Rights as a Stockholder.
The Optionee shall not have any rights or privileges of a stockholder
with
respect to any Option Shares unless and until the Optionee shall
have
properly exercised the Option pursuant to the terms hereof with respect
to
such Option Shares.
|
| 8. |
Additional
Provisions Related to Exercise.
In the event of the exercise of the Option at a time when there is
not in
effect a registration statement under the Securities Act of 1933,
as
amended, relating to the Option Shares, the Optionee hereby represents
and
warrants, and by virtue of such exercise shall be deemed to represent
and
warrant, to the Company that the Option Shares are being acquired
for
investment only and not with a view to the distribution thereof,
and the
Optionee shall provide the Company with such further representations
and
warranties as the Board may reasonably require in order to ensure
compliance with applicable federal and state securities, “blue sky” and
other laws. No Option Shares shall be purchased upon the exercise
of the
Option unless and until the Company and/or the Optionee shall have
complied with all applicable federal or state registration, listing
and/or
qualification requirements and all other requirements of law or of
any
regulatory agencies having
jurisdiction.
|
-7-
| 9. |
Restriction
on Transfer.
|
| (a) |
The
Option may not be Transferred by the Optionee and may be exercised
during
the lifetime of the Optionee only by the Optionee. If the Optionee
dies,
the Option shall thereafter be exercisable, during the period specified
in
Section
6,
by the representative of his estate to the full extent to which the
Option
was exercisable by the Optionee at the time of his death. The Option
shall
not be subject to execution, attachment or similar process. Any attempted
Transfer of the Option contrary to the provisions hereof, and the
levy of
any execution, attachment or similar process upon the Option, shall
be
null and void and without effect.
|
| (b) |
The
restrictions contained in Section 9(a)
shall not apply with respect to any Transfer of the immediately
exercisable portion of the Option by the Optionee to any member of
such
Optionee’s Family Group, provided,
that the restrictions contained in Section 9(a)
shall continue to be applicable to such Option after any such Transfer;
provided further,
that the transferees of such Option shall have agreed in writing
to be
bound by the provisions of this Agreement which affect the Option
so
Transferred.
|
| (c) |
Any
Option Shares shall be subject to the restrictions contained in the
Stockholders Agreement and shall be deemed “Executive Shares” (as defined
in the Stockholders Agreement) for all purposes
thereunder.
|
| 10. |
Restrictive
Legend.
All stock certificates representing shares issued upon exercise of
the
Option shall, unless otherwise determined by the Board, have affixed
thereto a legend substantially in the following
form:
|
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
[DATE
OF ISSUANCE],
HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS
CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MAY 14, 2004 BY AND AMONG
THE
ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE COMPANY’S STOCKHOLDERS AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
UPON WRITTEN REQUEST.”
-8-
| 11. |
Optionee’s
Employment.
Nothing in the Option shall confer upon the Optionee any right to
continue
in the employ of the Company or any of its Subsidiaries or interfere
in
any way with the right of the Company or any Subsidiary or stockholders,
as the case may be, to terminate the Optionee’s employment or to increase
or decrease the Optionee’s compensation at any
time.
|
| 12. |
Adjustment.
|
| (a) |
Subject
to Section
9(b),
if the Common Stock is changed by reason of a stock split, reverse
stock
split, stock dividend or recapitalization, or converted into or exchanged
for other securities as a result of a merger, consolidation or
reorganization, the Board shall make such adjustment in the number
and
class of shares of stock subject to the Option, and such adjustments
to
the Option Price, as shall be equitable and appropriate in its good
faith
judgment under the circumstances.
|
| (b) |
The
following rules shall apply in connection with the occurrence of
any
Transaction:
upon the consummation of the Transaction, the Option with respect
to all
of the Time Vest Option Shares shall be accelerated and the Option
with
respect to the Performance Vest Option Shares may be accelerated
based
upon the achievement of the performance targets set forth in Section
4(b)(i)
in
connection with such Transaction. The Optionee shall be given (A)
written
notice of such Transaction at least 20 days prior to its proposed
effective date (as specified in such notice) and (B) an opportunity
during
the period commencing with delivery of such notice and ending 10
days
prior to such proposed effective date to exercise (x) the Option
in
respect of all of the Time Vest Option Shares granted to the Optionee
pursuant to this Agreement and (y) the Option in respect of the
Performance Vest Option Shares to the extent the IRR target(s) are
met
pursuant to Section
4(b)(i),
in each case of (x) and (y), contingent upon the consummation of
such
Transaction; provided,
however,
that immediately following the occurrence of a Transaction, the Option,
to
the extent not so exercised, shall automatically terminate.
|
| (c) |
The
following rules shall apply in connection with Section
12(a)
above:
|
| (i) |
no
fractional shares shall be issued as a result of any such adjustment,
and
any fractional shares resulting from the computations pursuant to
Section
12(a)
shall be eliminated without consideration from the
Option;
|
| (ii) |
no
adjustment shall be made for the issuance to stockholders of rights
to
subscribe for additional shares of Common Stock or other securities;
and
|
| (iii) |
any
adjustment referred to in Section
12(a)
shall be made by the Board in its sole discretion and shall be conclusive
and binding on the Optionee.
|
-9-
| 13. |
Notices.
All notices, claims, certificates, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have
been duly given and delivered if personally delivered or if sent
by
nationally recognized overnight courier, by telecopy or by registered
or
certified mail, return receipt requested and postage prepaid, addressed
as
follows:
|
| (a) |
if
to the Company, to it at:
|
RV
Acquisition Inc.
x/x
Xxxxxxxxx, Xxxxxx, Xxxxxxxx & Co., Inc.
000
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention: Xxxxxx
X.
Xxxxxxx
Facsimile: (000)
000-0000
Email: xxxxxxx@xxx.xxx
with
a
copy (which shall not constitute notice to the Company) to:
Xxxxxxxx
& Xxxxx LLP
Citigroup
Center
000
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention: Xxxxxxxx
X. Xxxxxx
Facsimile: (000)
000-0000
Email: xxxxxxx@xxxxxxxx.xxx
| (b) |
if
to the Optionee, to him at such Optionee’s address as most recently
supplied to the Company and set forth in the Company’s records or to such
other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith.
|
Any
such
notice or communication shall be deemed to have been received (i) in the
case of personal delivery, on the date of such delivery (or if such date is
not
a business day, on the next business day after the date sent), (ii) in the
case of nationally-recognized overnight courier, on the next business day after
the date sent), (iii) in the case of telecopy transmission, when received
(or if not sent on a business day, on the next business day after the date
sent), and (iv) in the case of mailing, on the third business day following
the date on which the piece of mail containing such communication is
posted.
-10-
| 14. |
Optionee’s
Undertaking.
The Optionee hereby agrees to take whatever additional actions and
execute
whatever additional documents the Company may in its reasonable judgment
deem necessary or advisable in order to carry out or effect one or
more of
the obligations or restrictions imposed on the Optionee pursuant
to the
provisions of this Agreement.
|
| 15. |
Amendment
and Waiver.
No modification, amendment or waiver of any provision of this Agreement
shall be effective against the Company or the Optionee unless such
modification, amendment or waiver is approved in writing by the Company
and the Optionee. The failure of any party to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver
of
such provisions and shall not affect the right of such party thereafter
to
enforce each and every provision of this Agreement in accordance
with its
terms.
|
| 16. |
Governing
Law.
All
issues and questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by and construed
in
accordance with the laws of the State of Delaware, without giving
effect
to any choice of law or conflict of law provision or rule (whether
of the
State of Delaware or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of
Delaware.
|
| 17. |
Waiver
of Jury Trial.
Each
of the parties hereto waives any right it may have to trial by jury
in
respect of any litigation based on, arising out of, under or in connection
with this Agreement or any course of conduct, course of dealing,
verbal or
written statement or action of any party
hereto.
|
| 18. |
Jurisdiction.
Each of the parties hereto submits to the jurisdiction of any state
or
federal court sitting in New York, New York, in any action or proceeding
arising out of or relating to this Agreement and agrees that all
claims in
respect of the action or proceeding may be heard and determined in
any
such court and hereby expressly submits to the personal jurisdiction
and
venue of such court for the purposes hereof and expressly waives
any claim
of improper venue and any claim that such courts are an inconvenient
forum.
|
-11-
| 19. |
Receipt
and Review of Plan.
The Optionee acknowledges receipt of a copy of the Plan. The Optionee
further acknowledges notice of the terms, conditions and limitations
contained in the Plan.
|
| 20. |
Counterparts.
This Agreement may be executed in separate counterparts each of which
shall be an original and all of which taken together shall constitute
one
and the same agreement.
|
| 21. |
Severability,
Entire Agreement.
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law,
but if
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in
any
jurisdiction, such invalidity, illegality or unenforceability shall
not
affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as
if such
invalid, illegal or unenforceable provision had never been contained
herein. Except as otherwise expressly set forth herein, this document
and
the other documents referred to herein embody the complete agreement
and
understanding among the parties hereto with respect to the subject
matter
hereof and supersede and preempt any prior understandings, agreements
or
representations by or among the parties, written or oral, which may
have
related to the subject matter hereof in any
way.
|
| 22. |
Successors
and Assigns.
Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of
the
parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed
or not;
provided,
that this Agreement shall not be assignable by the Optionee other
than as
set forth in Section 9.
|
| 23. |
Descriptive
Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a substantive part of this Agreement.
The use
of the word “including” in this Agreement shall mean “including without
limitation.”
|
| 24. |
No
Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and
their
permitted successors and assigns and nothing herein expressed or
implied
shall give or be construed to give any person, other than the parties
hereto and such permitted successors and assigns, any legal or equitable
rights hereunder.
|
| 25. |
No
Strict Construction.
The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question
of
intent or interpretation arises, this Agreement shall be construed
as if
drafted jointly by the parties hereto, and no presumption or burden
of
proof shall arise favoring or disfavoring any party hereto by virtue
of
the authorship of any of the provisions of this
Agreement.
|
*
* * *
*
-12-
IN
WITNESS
WHEREOF, the parties hereto have executed this Non-Qualified Stock Option
Agreement as of the date first written above.
RV
ACQUISITION INC.
By:
/s/Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
Secretary
OPTIONEE:
By:
/s/Xxxx
Xxxxxx
Name: Xxxx Xxxxxx
Title: President/CEO
