CABLE & CO. WORLDWIDE, INC.
STOCK OPTION AGREEMENT
This Agreement, dated as of July 21, 1997 by and between Cable
& Co. Worldwide, Inc., a Delaware corporation (the "Company"), and Xxxxx
Xxxxxxxx (the "Optionee").
W I T N E S S E T H:
WHEREAS, pursuant to a meeting of the Board of Directors on
July 14, 1997, the Company considers it to be in its best interests and in the
best interests of its stockholders that the Optionee be given the opportunity to
acquire a proprietary interest in the Company by possessing an option to
purchase certain shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company in accordance with the provisions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual
promises contained herein, it is agreed by and between the parties as follows:
1. Grant of Option. The Company hereby grants to Optionee the
right, privilege and option (the "Option") to purchase all or any part of
901,756 shares of Common Stock (the "Option Shares") at a purchase price of $.01
per share in the manner and subject to the conditions provided herein.
2. Time of Exercise of Option. The Option is exercisable in
full commencing on the date hereof, subject to the terms of this Agreement.
3. Method of Exercise. The Option shall be exercised by
written notice directed to the Company at the Company's principal place of
business, accompanied by a check in payment of the option price for the number
of Option Shares specified and paid for in full. The Company shall make prompt
delivery of such Option Shares once payment clears, provided that if any law or
regulation requires the Company to take any action with respect to the Option
Shares specified in such notice before the issuance thereof, then the date of
delivery of such Option Shares shall be extended for the period necessary to
take such action. If the Optionee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the Optionee's
right to purchase such Option Shares may be terminated by the Company. The date
specified in the Optionee's notice as the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for the Option
Shares to be purchased upon such exercise shall have been received by such date.
No fractional shares may be purchased hereunder.
4. Cashless Exercise. At any time during the term, the
Optionee may, at its election, exchange these options, in whole or in part (an
"Option Exchange"), into the number of shares determined in accordance with this
paragraph 4 by surrendering these Options at the principal office of the
Company, accompanied by a notice stating the Optionee's intent to effect such
exchange, the number of shares to be exchanged and the date on which the
Optionee requests that such Option Exchange occur (the "Notice of Exchange").
The Option Exchange shall take place on the date specified in the Notice of
Exchange or, if later, the date the Notice of Exchange is received by the
Company (the "Exchange Date"). Certificates for the shares issuable upon such
Option Exchange and, if applicable, a new Option of like tenor evidencing the
balance of the shares remaining subject to this Option, shall be issued as of
the Exchange Date and delivered to the Optionee within seven (7) business days
following the Exchange Date. In connection with any Option Exchange, this Option
shall represent the right to subscribe for and acquire the number of shares
(rounded to the next highest integer) equal to (i) the number of shares
specified by the Optionee in its Notice of Exchange (the "Total Number") less
(ii) the number of shares equal to the quotient obtained by dividing (A) the
product of the Total Number and the then existing exercise price by (B) the
current market value of a share of the Company's common stock.
5. Termination of Option. The Option and all rights granted by
this Agreement, to the extent such rights have not been exercised, will
terminate and become null and void ten years from the date hereof.
6. Adjustments in Event of Change in Common Stock. In the
event of any change in the Common Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or of any similar change affecting the Common Stock, the
number and kind of Option Shares subject to Option hereunder and the purchase
price per Option Share thereof shall be appropriately adjusted consistent with
such change in such manner as the Committee may reasonably deem equitable.
7. Rights Prior to Exercise of Option. The Optionee shall have
no rights as a stockholder of the Company with respect to the Option Shares
until full payment of the option price and delivery of such Option Shares as
herein provided. Nothing contained herein or in the Plan shall be construed as
creating or evidence of any agreement on the part of the Company to continue to
employ or retain the Optionee in any capacity.
8. Investment Representation. The Optionee, as a condition to
the Optionee's exercise of this Option, shall represent to the Company that the
shares of Common Stock that the Optionee acquires hereunder are being acquired
by the Optionee for investment and not with a view to distribution or resale
thereof, unless counsel for the Company is then of the opinion that such a
representation is not required under the Securities Act of 1933, as amended, or
any other applicable law, regulation or rule of any governmental agency, except
that this representation shall not apply to any transaction by Optionee pursuant
to a registration statement under the Securities Act.
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9. Waiver; Entire Agreement. No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof.
10. Governing Law. The validity, construction, interpretation
and effect of this Agreement shall exclusively be governed by and determined in
accordance with the internal laws of the State of New York, which is the sole
jurisdiction in which any issues relating to this Agreement may be litigated.
11. Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date and year first above written.
CABLE & CO. WORLDWIDE, INC.
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, President
THE OPTIONEE
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
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