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EXHIBIT 10.7
OPTION
AGREEMENT
By and Between:
Xxxxx X. Xxxxxx and Panorama
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OPTION AGREEMENT
THIS OPTION AGREEMENT, is made as of this 22nd day of September, 1995
by and between Xxxxx X. Xxxxxx, residing at 0000 Xxxxxx Xxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000 (the "Optionee"), and Panorama International Productions,
Inc., with an address at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the
"Optionor" or "Company").
W I T N E S S E T H:
That for good valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
This Option is subject to the following terms and conditions:
1. Grant of Option. Optionor hereby irrevocably grants to the
Optionee the right and option (the "Option") to purchase from the Optionor
360,000 shares of stock, $.001 par value per share, of Panorama International
Productions, Inc., a Delaware corporation (the "Company"). This Option shall
be first exercisable as follows: 90,000 shares on each of September 22, 1996,
September 22, 1997, September 22, 1998 and September 22, 1999 over a period of
four years. The shares covered by the Option are hereinafter referred to as
the "Option Shares."
2. Purchase Price. The total purchase price of the Option Shares
shall be $1.00 per share.
3. Term of Option. The term of the Option shall commence as of
the date hereof and shall expire at 5:00 p.m., New York time, on August 11,
2020.
4. Exercise of Option. The Option may be exercised as set forth
in the section "Grant of Option" above by written notice sent to Optionor at
its address set forth above. Such notice shall (i) state the election to
exercise the Option and the number of shares to be purchased, (ii) fix a date
not less than ten nor more than thirty business days after the date such notice
is received by the Optionor for the payment of the full purchase price for such
shares against delivery of a certificate representing such shares, and (iii) be
signed by the Optionee. Payment of the purchase price shall be by cash.
5. Investment Representation. Optionee hereby represents and
warrants to Optionor that this Option and the Option Shares are being, and will
be, acquired by Optionee for his own account and for investment only and not
with a view to distribution or resale thereof within the meaning of such phrase
as defined under the Securities Act of 1933, as amended. Optionee will not
dispose of any part or all of the Option Shares in violation of the provisions
of such Act and the rules and regulations promulgated thereby by the Securities
and Exchange Commission and all applicable provisions of state securities laws
and regulations.
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6. Termination. If Optionor's employment with the Company
terminates for any reason, the rights to acquire shares of stock hereunder
cease for any Option Shares not vested as of the date of termination.
7. Stock Reserved. The Company represents and covenants that it
has sufficient shares of authorized stock reserved and will, for as long as
this option is effective as to shares for which the option has not been
exercised, continue to reserve such shares.
8. Antidilution. The number (including without limitation the
maximum number) and class of shares specified in paragraph 1, above, and/or the
price per share specified in paragraph 2, above, shall be appropriately
adjusted on an equitable basis in the event of any change in the number of
issued shares of common stock resulting from the subdivision or combination of
shares of common stock or other capital adjustments, or the payment of a stock
dividend after the date of this Agreement or other change in such shares of
common stock effected without receipt of consideration by the Company. In the
event that the Company shall, at any time prior to the exercise of this Option:
(i) declare or pay to the holders of the common stock of the Company a dividend
payable in any kind of shares of stock of the Company; or (ii) change or divide
or otherwise reclassify the Company's common stock into the same or a different
number of shares with or without par value, or in shares of any class or
classes; or (iii) transfer its property as an entirety or substantially as an
entirety to any other company; or (iv) make any distribution of its assets to
holders of the Company's common stock as a liquidation or partial liquidation
dividend or by way of return of capital; or (v) merge or consolidate with or
into any other corporation in a transaction in which the Company is not the
surviving entity; then, upon the subsequent exercise of this Option, the
Optionee shall receive, in addition to or in substitution for the shares of the
Company's common stock to which he would otherwise be entitled upon such
exercise, such additional shares of stock or scrip of the Company, or such
reclassified shares of stock of the Company, or such shares of the securities
or property of the Company resulting from such transfer, or such assets of the
Company, or such shares of the surviving corporation which Optionee would have
been entitled to receive had it exercised this Option prior to the happening of
any of the foregoing events.
If, at any time while this Option is outstanding, the Company
shall pay any dividend payable in cash or in common stock, shall offer to the
holders of its common stock for subscription or purchase by them any shares of
stock of any class or any other rights, or shall enter into an agreement to
merge or consolidate with another corporation, the Company shall cause notice
thereof to be mailed to the registered holder of this Option at its address
appearing on the registration books of the Company, at least 30 days prior to
the record date as of which holders of common stock shall participate in such
dividend, distribution or subscription or other rights or at least 30 days
prior to the effective date of the merger or consolidation. Failure to give
notice as required by this Section, or any defect therein, shall not affect the
legality or validity of any dividend, distribution or subscription or other
right.
9. Assignments. The Option may not be assigned, transferred,
pledged, or hypothecated in any way by Optionee, except that Optionee may
assign or transfer this Option to his heirs, successors or assigns.
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10. Liquidation of the Company. If at any time during the term of
the Option the Company determines to dissolve or to make a distribution with
respect to its stock in liquidation of all or substantially all of its assets,
Optionor shall give notice of such proposed action to Optionee at least fifteen
days prior to the effective date of the proposed action to Optionee or the
record date of the proposed liquidating distribution as the case may be.
11. Legend. The certificate or certificates representing any Option
Shares shall bear a legend in substantially the following form:
"The shares represented hereby have not been registered under
the Securities Act of 1933, as amended, and may not be sold, pledged,
or otherwise transferred except in compliance with the Securities Act
of 1933."
12. Closing. The closing on the purchase of any Option Shares
pursuant to the exercise by Optionee of his right to purchase under Paragraph 4
hereof shall be held at the principal office of the Company or at such other
location as the parties to such closing may mutually agree.
13. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
14. Arbitration. Any dispute between the parties shall be determined
by Arbitration in the manner provided under the Commercial Arbitration Rules of
the American Arbitration Association then in effect in the State of California;
such arbitration shall be conducted before one arbitrator, chosen in accordance
with such rules and shall be binding on all parties to the dispute; judgment on
the award of such arbitrator may be rendered by any court having jurisdiction
of such parties and the subject matter. The expense of such Arbitration shall
be borne equally by the parties thereto, except that each party shall bear the
cost of its legal counsel.
15. Notices. Any notice hereunder shall be in writing and shall be
deemed given when delivered personally or five days after being mailed by
certified mail, return receipt requested, to the address of the appropriate
party as set forth at the beginning of this Agreement.
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16. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes and cancels any and all prior agreements, promises, or
understandings between the parties relating to the grant, transfer, or payment
of any shares, options, property, or cash to Optionee.
IN WITNESS WHEREOF, the parties have executed this Option Agreement on
the date first above written.
OPTIONEE:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
OPTIONOR:
Panorama International
Productions, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chairman
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