EXHIBIT NO. 10(k)
XXXXXX, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
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THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the
2nd day of December 1998, between XXXXXX, INC., a Delaware corporation (the
"Company") and Xxxxxx Xxxxx (the "Optionee").
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WITNESSETH:
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1. The Company, in accordance with the terms and conditions of
the 1996 Non- Employee Director Stock Option Plan of the Company (the "Plan"),
grants as of December 2, 1998 to the Optionee an option to purchase an aggregate
of 2,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock"), at $3.75 per share, being 100% of the fair market value of
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such shares of Common Stock on such date.
2. The term of this option shall be 10 years, subject to earlier
termination as provided in the Plan. This option shall be exercisable
immediately as to 100% of the number of shares of Common Stock subject hereto;
provided, that this option shall not be exercisable at any time in an amount
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less than 100 shares (or the remaining shares covered hereby if less than 100
shares).
3. This option shall be exercised by giving written notice to
the Company at its principal office, presently 000 00xx Xxxxxx, Xxxx Xxx Xxxx,
Xxx Xxxxxx 00000, Attention: Chief Financial Officer, stating that the Optionee
is exercising this option, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor (a) in
cash or by certified check, (b) with previously acquired shares of Common Stock
having an aggregate fair market value on the date of exercise (determined in
accordance with Article 5 of the Plan) equal to the aggregate exercise price of
all options being exercised, or (c) any combination of the foregoing. In
addition, the Optionee agrees to pay to the Company in cash, upon demand, the
amount, if any, which the Company determines is necessary to satisfy its
obligation to withhold federal, state and local income and other taxes or other
amounts incurred by reason of the grant or exercise of this option. In no event
may a fraction of a share of Common Stock be purchased hereunder.
4. Notwithstanding the foregoing, and without limiting the
provisions of Article I I of the Plan, this option shall not be exercisable by
the Optionee unless (a) a registration statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
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Stock issuable upon the exercise of this option shall be effective and current
at the time of exercise or (b) there is an exemption from registration under the
Securities Act for the issuance of such shares of Common Stock upon exercise. At
the request of the Board of Directors, the Optionee shall execute and deliver to
the Company representations and warranties, in form and substance satisfactory
to counsel to the Company, that the shares of Common Stock to be issued upon the
exercise of
the option are being acquired by the Optionee for his own account, for
investment only and not with a view to the resale or distribution thereof within
the meaning of the Securities Act. Nothing herein shall be construed so as to
obligate the Company to register the shares subject to this option under the
Securities Act.
5. Nothing in the Plan or herein shall confer upon the Optionee
any right to continue as a director of the Company.
6. The Company may endorse such legends upon the certificates
for shares of Common Stock issued upon exercise of this option and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares as it determines, in its discretion, to be necessary or appropriate to
prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act.
7. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof In the event the Optionee is no
longer a director of the Company or in the event of his death or disability (as
defined in the Plan), his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
8. The Optionee represents and agrees that he will comply with
all applicable laws relating to the Plan and to the grant and exercise of this
option and the disposition of the shares of Common Stock acquired upon exercise
of this option, including without limitation, federal and state securities and
"blue sky" laws.
9. This option is not transferable otherwise than by will or
the laws of descent and distribution and may be exercised during the lifetime of
the Optionee only by him.
10. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled under the Plan and by
law to the Optionee's rights hereunder.
11. This Contract shall be governed by and construed in
accordance with the laws of the State of Delaware.
12. The invalidity or illegality of any provision herein shall
not affect the validity of any other provision.
13. The Optionee agrees that the Company may amend the Plan and
the options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Its: President
Optionee /s/Xxxxxx Xxxxx
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876 Aztec Trail
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Franklin Lakes, NJ 07417
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Address
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Tax Id. or Social Security No.
