EXHIBIT 1
XXXXXXX LEISURE LIMITED
SHARE OPTION AGREEMENT
This Agreement (this "Agreement") is made as of March 27,
1998, by and between Xxxxxxx Leisure Limited, a Bahamas international business
company (the "Company"), and the undersigned employee ("Employee").
Pursuant to the Xxxxxxx Leisure Limited 1996 Share Option and
Incentive Plan (the "Plan"), the Company hereby grants to Employee, as of March
27, 1998, options (the "Options") to purchase Fifty Three Thousand Five Hundred
Sixty Five (53,565) of the Company's common shares, par value (U.S.) $.01 per
share (the "Shares"), at $34.5417 per share (the "Exercise Price") upon the
following terms and conditions. Capitalized terms not otherwise defined herein
shall have the same meaning as in the Plan.
1. EXERCISE OF OPTIONS. The Options shall become exercisable
in accordance with the following schedule: one-third (rounded down, if
necessary, to the next whole number) shall become exercisable on March 27, 1999;
one-third (rounded down, if necessary, to the next whole number) shall become
exercisable on March 27, 2000; and one-third (rounded up, if necessary, to the
next whole number) shall become exercisable on March 27, 2001. The Options shall
expire on March 26, 2008.
2. TRANSFER AND EXERCISE. The Options are not transferable
otherwise than by will or the laws of descent and distribution and, in addition
to the other limitations set forth herein, are exercisable during the lifetime
of Employee only by Employee. The Options are exercisable by Employee only while
Employee is in active employment with the Company or a Subsidiary or within
thirty (30) days after termination of such employment, except (i) during the
three-year period after a participant's death, Disability or Retirement; (ii)
during a three-year period commencing on the date of Employee's termination of
employment by the Company or a subsidiary, other than for cause; or (iii) during
a three-year period commencing on the date of termination by Employee, or the
Company or a Subsidiary, of employment after a Change in Control unless such
termination of employment is by the Company or a Subsidiary for cause. The
Options that are not yet vested and exercisable shall be forfeited upon the
termination of employment of Employee (other than as a result of death,
Disability, Retirement or a Change in Control) by the Company or any Subsidiary
unless such termination is by the Company or a Subsidiary and is in violation of
the terms of an employment or similar agreement to which the Employee and the
Company and/or, as the case may be, a Subsidiary are parties (a "Violation
Termination"). In the event of a Violation Termination, all Options held by the
Employee which are not yet vested and exercisable shall become vested and
exercisable at the effective time of such Violation Termination.
3. PROCEDURE FOR EXERCISE. The Options shall be exercisable by
written notice in the form attached hereto as Exhibit A (the "Exercise Notice").
Such written notice shall be addressed to the Secretary of the Company, signed
by the Employee and delivered pursuant to Section 10, below. Options shall be
deemed to be exercised upon delivery to the Company of such written notice, upon
which the Company will issue and deliver to Employee the number of Shares as to
which the options were exercised. Notwithstanding the foregoing, Options may not
be exercised if the issuance of the Shares upon such exercise would constitute a
violation of any applicable federal or state securities or other law or
regulation or any requirement of the Nasdaq Stock Market, Inc. or other market
or exchange upon which the Shares may then be traded or listed (collectively,
the "Rules"). As a condition to the exercise of an Option, the Company may
require Employee to make such representations or warranties to the Company as
the Company may deem appropriate under the Rules.
4. PAYMENT OF EXERCISE PRICE.
The Exercise Price for the number of shares for which Options
are being exercised shall be paid on, or within ten (10) days after the date of
exercise:
(i) in cash (by certified or bank cashier's check);
(ii) by tender to the Company of whole Shares then owned by
the Employee having a Fair Market Value (as defined
below) on the date of exercise at least equal to the
Exercise Price, provided that, in the case of Shares
acquired directly from the Company, such Shares have
been held for at least six months;
(iii) a combination of the foregoing; or
(iv) on such other terms and conditions as the Compensation
Committee of the Company (or, if such committee is not
in existence, the Board of Directors of the Company; in
either case, hereinafter, the "Committee") may approve.
For purposes of this Agreement, "Fair Market Value" means the
mean of the high and low prices reported per Share as quoted on the Nasdaq
National Market or the Nasdaq Small Cap Market.
5. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the
event of any change in the outstanding Shares of the Company by reason of any
share split, share dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change or in the
event of any special distribution to the shareholders, the Committee shall make
such equitable adjustments in the number of Shares and prices per Share
applicable to the Options as the Committee determines are necessary and
appropriate. Any such adjustment shall be conclusive and binding for all
purposes of the Plan.
6. TAX WITHHOLDING. In order to enable the Company to meet any
applicable federal, state or local withholding tax requirements arising as a
result of the exercise of Options, Employee shall pay the Company the amount of
tax to be withheld or may elect to satisfy such obligation by delivering to the
Company other Shares owned by Employee prior to exercising the Options, or a
payment consisting of a combination of cash and such Shares, or by having the
Company withhold Shares that otherwise would be delivered to Employee pursuant
to the exercise of the Options for which the tax is being withheld. Such an
election shall be subject to the following: (i) the election shall be made in
such manner as may be prescribed by the Committee and (ii) the election shall be
made prior to the date to be used to determine the tax to be withheld and shall
be irrevocable. The value of any Share to be delivered or withheld by the
Company shall be the Fair Market Value on the date to be used to determine the
amount of tax to be withheld.
7. SHARES SUBJECT TO PLAN. The Shares awarded pursuant to the
Plan are subject to all of the terms and conditions of the Plan, the terms of
which are hereby expressly incorporated and made a part hereof. Any conflict
between this Agreement and the Plan shall be controlled by, and settled in
accordance with the terms of the Plan. Employee acknowledges that Employee has
received, read and understood the provisions of the Plan and agrees to be bound
by its terms and conditions.
8. INTERPRETATION. Any dispute regarding the interpretation of
this Agreement shall be submitted by Employee or by the Company forthwith to the
Committee, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on Employee.
9. NOT A CONTRACT OF EMPLOYMENT. This Agreement shall not be
deemed to constitute an employment contract between the Company and Employee or
to be a consideration or an inducement for the employment of Employee.
10. NOTICES. Any notice required or permitted hereunder shall
be given in writing and deemed delivered when (i) personally delivered, (ii)
sent by facsimile transmission and a confirmation of the transmission is
received by the sender, or (iii) three (3) days after being deposited for
delivery with a recognized overnight courier, such as Federal Express, and
addressed or sent, as the case may be, to the address or facsimile number set
forth below or to such other address or facsimile number as such party may in
writing designate.
11. FURTHER INSTRUMENTS. The parties agree to execute such
further instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
12. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan
and Exercise Notice are incorporated herein by reference. This Agreement, the
Plan and the Exercise Notice constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company
and Employee with respect to the subject matter hereof, and shall be interpreted
in accordance with, and shall be governed by, the laws of The Bahamas, subject
to any applicable United States federal or state securities laws. Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the date first above written.
EMPLOYEE: XXXXXXX LEISURE LIMITED
/S/ XXXXX X. XXXXXXX /S/ XXXXXXX X. XXXXXXX
---------------------------- ----------------------------------
Xxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxxxxx
Chief Operating Officer and
XXXXX X. XXXXXXX Chief Financial Officer
----------------------------
Print Name
Address and Facsimile Number: Address and Facsimile Number:
---------------------------- c/o CT Maritime Services, L.C.
---------------------------- 0000 Xxxxx Xxxxxxx Xxx, 0xx Xx.
---------------------------- Xxxxx, Xxxxxxx 00000
---------------------------- Facsimile: (000) 000-0000
EXHIBIT A
EXERCISE NOTICE
Xxxxxxx Leisure Limited
c/o CT Maritime Services, L.C.
0000 Xxxxx Xxxxxxx Xxx
0xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Secretary
1. EXERCISE OF OPTION. Effective as of the date indicated
below, the undersigned ("Employee") hereby elects to exercise ____________ of
the Employee's options (the "Options") to purchase common shares (the "Shares")
of Xxxxxxx Leisure Limited (the "Company") under and pursuant to the Company's
1996 Share Option and Incentive Plan (the "Plan"), and the Share Option
Agreement by and between the Company and the Employee dated as of March 27, 1998
(the "Option Agreement").
2. REPRESENTATIONS OF EMPLOYEE. Employee acknowledges that
Employee has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions. References herein
to this "Agreement" include this Exercise Notice and the Plan, and the Option
Agreement, all of which are incorporated herein by reference as provided in
Section 7, below.
3. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any other
provisions of the Option Agreement to the contrary, Employee understands and
acknowledges that the exercise of any rights to purchase Shares is expressly
conditioned upon compliance with the Securities Act of 1933, as amended, all
applicable state securities laws and all applicable requirements of the Nasdaq
Stock Market, Inc. or other market or exchange on which the Shares may be traded
or listed at the time of exercise of the Options. Employee agrees to cooperate
with the Company to ensure compliance with such laws and requirements.
4. TAX CONSULTATION. Employee understands that Employee may
suffer adverse tax consequences as a result of Employee's purchase or
disposition of the Shares. Employee represents that Employee has consulted with
any tax consultants Employee deems advisable in connection with the purchase or
disposition of the Shares and that Employee is not relying on the Company for
any tax advice.
5. SUCCESSORS AND ASSIGNS. The Company may assign any of its
rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. This
Agreement shall be binding upon Employee and his or her heirs, executors,
administrators, successors and permitted assigns.
6. DELIVERY OF PAYMENT. Employee herewith delivers (or, within
ten (10) days after the date of exercise, will deliver) to the Company the full
exercise price for the Shares. Employee hereby elects to pay the full exercise
price (check the appropriate box):
|_| by certified or bank cashier's check;
|_| by tender to the Company of Shares in accordance with
Section 4(ii) of the Option Agreement;
|_| by a combination of the foregoing.
7. ENTIRE AGREEMENT; GOVERNING LAW; SEVERABILITY. The Plan,
and Option Agreement are incorporated herein by reference. This Exercise Notice,
the Plan and the Option Agreement constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the
Company and Employee with respect to the subject matter hereof, and shall be
interpreted in accordance with, and shall be governed by, the laws of The
Bahamas, subject to any applicable United States federal or state securities
laws. Should any provision of this Agreement be determined by a court of law to
be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.
Submitted by: Accepted by:
EMPLOYEE: XXXXXXX LEISURE LIMITED
---------------------------- By:-------------------------------
Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Chief Operating Officer and
Print Name Chief Financial Officer
XXXXX X. XXXXXXX
----------------------------
Date:-----------------------
