NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," is made as of September 15, 1997, between
RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter referred to
as the "COMPANY"), and XXXX X. XXXXX (the "OPTIONEE"), at 00000 Xxxxx Xxxxxxxx
Xxxx Xxxxx, Xxxxxx, Xxxx 00000.
The Board of Directors of the COMPANY hereby grants an option on 150,000
shares of Common Stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $1.25 per share.
2. EXERCISE OF OPTION.
2.1 Right to Exercise. The Options shall be exercisable by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement and is exercisable from on or after
six months before the date 10 years from the date of grant through the date 10
years from the date of grant, (the later being the "Terminal Date"), subject to
early termination as provided in Section 4. However, portions of such Options
shall be exercisable earlier if the following conditions are satisfied: (i)
50,000 of the Options shall be exercisable after March 31, 1999 on the condition
that the Company's sales, as reported in its quarterly and annual filings with
the Securities and Exchange Commission total at least $8,000,000 during the
period from January 1, 1998 through December 31, 1998; (ii) 50,000 of the
Options shall be exercisable after March 31, 2000 on the condition that the
Company's sales, as reported in its quarterly and annual filings with the
Securities and Exchange Commission total at least $12,000,000 during the period
from January 1, 1999 through December 31, 1999; and (iii) 50,000 of the Options
shall be exercisable after March 31, 2001 on the condition that the Company's
sales, as reported in its quarterly and annual filings with the Securities and
Exchange Commission total at least $18,000,000 during the period from January 1,
2000 through December 31, 2000.
2.2 Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or
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certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
2.3 Restrictions on Exercise. As a condition to his exercise of this
Option, the COMPANY may require the person exercising this Option to comply with
applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
4. TERMINATION OF OPTION.
4.1 Early Termination. The Option and all rights granted hereunder to
the extent such rights shall not have been exercised, shall terminate and become
null and void on the Terminal Date or sooner if OPTIONEE ceases to be in the
continuous employ of the COMPANY (whether by resignation, retirement, dismissal,
or otherwise), except that: (a) in the event of termination of employment for
any reason other than as provided in Section 4(b), OPTIONEE may at any time
within a period of three months after the options become exercisable, exercise
the Option granted hereunder to the extent such Option was exercisable by
OPTIONEE on the date of the termination of such employment or the date of option
becomes exercisable pursuant to Provision 4.2; and (b) in the event of the
permanent disability of OPTIONEE while in the employ of the COMPANY, the Option
granted hereunder, to the extent that OPTIONEE was entitled to exercise such
Option on the date of OPTIONEE's disability, may be exercised within one year
after such termination as a result of disability by OPTIONEE or the person or
persons to whom OPTIONEE's rights under the Option granted hereby shall pass by
will or by the applicable laws of descent and distribution. Notwithstanding
anything herein to the contrary, however, the Option and all rights herein
granted shall in all events terminate and become null and void 10 years from the
date of this Agreement.
4.2 Pro-rata Exercise. In the event OPTIONEE's Terminal Date occurs
in the last quarter of a calendar year during which a portion of the Option may
become exercisable upon the achievement of annual sales goals, OPTIONEE shall
receive an early exercise right as to the pro-rata portion of the Option
representing the portion of the year worked by OPTIONEE before the Terminal
Date, based upon a 365 day year, provided the annual sales goal is achieved. The
exercise right as to the pro-rata portion of the Option must be exercised within
90 days of April 1 following the year of OPTIONEE's Terminal Date. In the event
OPTIONEE's Terminal Date occurs in any of the first three quarters of any
calendar year during which a portion of the Option may become exercisable upon
the achievement of annual sales goals, OPTIONEE shall not be entitled to an
early exercise right on any portion of the Option for the Terminal Date year.
5. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an
amount equal to the number of shares which will be issued upon the exercise of
this Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinion of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
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6. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR STOCK SPLITS. Neither
the number of shares subject to the Option nor the exercise price shall be
subject to adjustment upon a change in capitalization, stock split, or under any
other circumstances.
7. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at 00000 Xxxxx
Xxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000, or to its then primary
business address, to the attention of the Secretary of the COMPANY. Each notice
to the OPTIONEE or other person or persons then entitled to exercise the Option
shall be addressed to the OPTIONEE or such other person or persons at the
OPTIONEE's address set forth in the heading of this Agreement. Anyone to whom a
notice may be given under this Agreement may designate a new address by notice
to that effect.
8. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether
to him, or herself, or to any other person.
9. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE: /s/ Xxxx X. Xxxxx
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RENAISSANCE GOLF PRODUCTS, INC. XXXX X. XXXXX
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx (CORPORATE SEAL)
---------------------------
XXXX X. XXXXXXX,
Chief Executive Officer
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