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 the 31st day of October 1996, between
RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter referred to
as the "COMPANY"), and XXXX X. XXXXXXX (the "OPTIONEE"), at 0000 Xxxx Xxxxxxx
Xxxxxx Xx., Xxxxx, Xxxx 00000.
The Board of Directors of the COMPANY hereby grants an option on 1,000,000
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 $1.00 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. This Options shall be exercisable (i) by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement, (ii) is exercisable from the date
hereof and on or before December 31, 2006, and, (iii) shall not be subject to
adjustment in terms of the exercise price or the number of shares issuable
hereunder.
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 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 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.
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4. 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 opinon 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.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price shall
not be subject to mandatory adjustment upon a change in capitalization or under
any other circumstances.
6. 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 0000 Xxxxxxx
Xxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 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.
7. 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.
8. 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: _________________________
RENAISSANCE GOLF PRODUCTS, INC. XXXX X. XXXXXXX
a Delaware corporation
By: ______________________________ (CORPORATE SEAL)
Xxxxxxx X. Xxxxx,
Chief Operating Officer
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