Exhibit 4(i)
ALPINE LACE BRANDS, INC.
000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx, 00000
November 1, 1995
To: SIM-GT Licensing Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxx X. Xxxxx,
Vice President Legal
and Business Affairs
Gentlemen:
In connection with the License Agreement (the "License Agreement")
dated November 1, 1996 between Alpine Lace Brands, Inc. (the "Company") and
SIM-GT Licensing Corp. ("SIM"), we are pleased to inform you that on September
20, 1995 the Board of Directors of the Company approved the granting to you of
(i) an option (the "Initial Grant") to purchase 5,000 shares (the "Initial Grant
Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the
Company, at a price of $11-1/64 per Share and (ii) an option (the "Subsequent
Grant," and together with the Initial Grant referred to collectively as the
"Options") to purchase 5,000 shares (the "Subsequent Grant Shares" and, together
with the Initial Grant Shares referred to collectively as the "Shares") of
Common Stock at a price equal to the closing price of the Common Stock on the
business day next preceding the date such Subsequent Grant becomes exercisable.
The Initial Grant is currently exercisable. No part of the Subsequent
Grant is currently exercisable. The Subsequent Grant may first be exercised with
respect to 100% of the Subsequent Grant Shares upon the first shipment (the
"First Shipment") of Licensed Articles (as defined in the License Agreement),
provided, however, that if the First Shipment shall not have occurred by June
30, 1996, the Subsequent Grant shall become null and void. You must purchase a
minimum of 1,000 Shares or more (but not fractional shares) each time you choose
to purchase Shares, except to purchase the remaining Shares available to you.
The Company may make such provisions as it may deem appropriate,
consistent with applicable law, in connection with the Options granted herein
with respect to the withholding of any taxes or any other tax matters.
The Options, to the extent not previously exercised, will expire on
November 1, 1997.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Common Stock, the Board of Directors shall make an appropriate and
equitable adjustment in the number and kind of Shares reserved for issuance
under the Options and in the number and option price of Shares subject to the
outstanding Options granted, to the end that after such event your proportionate
interest shall be maintained as immediately before the occurrence of such event.
The granting and exercise of the Options, and the obligation of the
Company to sell and deliver Shares under the Options, shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
All certificates for Shares delivered pursuant to the Options granted
hereunder shall be subject to such stock transfer orders and other restrictions
as the Board of Directors may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Shares are then listed, and any applicable Federal or state
securities law, and the Board of Directors may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.
Unless at the time of the exercise of the Options a registration
statement under the Securities Act of 1933, as amended (the "Act"), is in effect
as to such Shares, any Shares purchased by you upon the exercise of the Options
shall be acquired for investment and not for sale or distribution, and if the
Company so requests, upon any exercise of the Options, in whole or in part, you
will execute and deliver to the Company a certificate to such effect. The
Company shall not be obligated to issue any Shares pursuant to the Options if,
in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
You understand and acknowledge that, under existing law, unless at the
time of the exercise of the Options a registration statement under the Act is in
effect as to such Shares (i) any Shares purchased by you upon exercise of this
option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be
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made only in accordance with the terms and conditions of that Rule (which, under
certain circumstances, restrict the number of shares which may be sold and the
manner in which shares may be sold); (iii) certificates for Shares to be issued
to you hereunder shall bear a legend to the effect that the Shares have not been
registered under the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration statement
under the Act relating thereto or an opinion of counsel satisfactory to the
Company that such registration is not required; (iv) the Company will place an
appropriate "stop transfer" order with its transfer agent with respect to such
Shares; and (v) the Company has undertaken no obligation to register the Shares
or to include the Shares in any registration statement which may be filed by it
subsequent to the issuance of the Shares to you. In addition, you understand and
acknowledge that the Company has no obligation to you to furnish information
necessary to enable you to make sales under Rule 144.
No member of the Board of Directors, or any officer or employee of the
Company acting on behalf of the Board, shall be personally liable for any
action, determination, or interpretation taken or made in good faith with
respect to the Options granted hereunder, and all members of the Board and each
and any officer or employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.
The Options (or installment thereof) are to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash.
Would you kindly evidence your acceptance of this
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option and your agreement to comply with the provisions hereof by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
ALPINE LACE BRANDS, INC.
By: /s/ Xxxxxx Xxxxxx VP--FINANCE
-----------------------------
AGREED TO AND ACCEPTED:
SIM-GT LICENSING CORP.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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Exhibit A
Alpine Lace Brands, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Notice is hereby given of my election to purchase ______ shares of
Common Stock, $.01 par value (the "Shares"), of Alpine Lace Brands, Inc. at a
price of $____ per Share, pursuant to the provisions of the options granted to
me on November 1, 1995. Enclosed in payment for the Shares is my check in the
amount of $________.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
___________________
Social Security Number ___________________
Dated: _______________, 19__
Very truly yours,
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