Exhibit 3
AMERICAN ECO CORPORATION
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STOCK OPTION AGREEMENT
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AGREEMENT made as to this 22nd day of December, 0000 xxxxxxx
Xxxxxxxx Xxx Xxxxxxxxxxx, xx Xxxxxxx, Xxxxxx corporation (the
"Company") and Xxxxx X. and Xxxxxxxxx X. Xxxxxxxx (the
"Optionees").
R E C I T A L S
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WHEREAS, the Company currently owns 8,800,000 shares of the
Common Stock, no par value, of EIF Holdings, Inc., a Hawaii
corporation ("the Option Shares"); and
WHEREAS, the Company desires to provide the Optionees with
an opportunity to acquire the Option Shares on the terms and
conditions contained herein;
A G R E E M E N T
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NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable
consideration, the parties hereto hereby agree as follows:
1. Grant of Option. Subject to the terms of this
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Agreement, the Company hereby grants to the Optionees the right
to purchase (the "Option") the Option Shares. Upon the execution
of this Agreement, the Company shall deliver to the Optionees a
proxy to vote all of the Option Shares substantially in the form
attached as Exhibit A. The Date of Grant of this Stock Option is
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December 22, 1997.
2. Expiration Date. The Option may be exercised by the
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Optionees at any time until 5 p.m. on the first anniversary of
the Date of Grant, after which time the Option shall be void.
3. Exercise Price. The exercise price (the "Exercise
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Price") of the Option Shares shall be $0.65 per share, subject to
adjustment as provided in Section 6 hereof.
4. Manner of Exercise. The Option may be exercised in
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whole or in part by the Optionees jointly delivering written
notice to the Company setting forth the date of exercise thereof
(the "Exercise Date"), which shall be at least three (3) days
after giving such notice unless an earlier time shall have been
mutually agreed upon.
On the Exercise Date, Optionees shall deliver to the Company
consideration with a value equal to the aggregate Exercise Price
of the shares to be purchased, payable as follows: (a) cash,
certified check bank draft, or money order payable to the order
of the Company, or (b) any other form of payment which is
acceptable to the Company. Upon payment of all amounts due from
the Optionees, the Company shall cause certificates for the
Option Shares then being purchased to be delivered to such
Optionees at their principal business offices promptly after the
Exercise Date.
The obligation of the Company to deliver shares shall,
however, be subject to the conditions that if at any time the
Company shall determine in its discretion that the listing,
registration, or qualification of the Option or the Option Shares
upon any securities exchange or inter-dealer quotation system or
under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance
or purchase of shares thereunder, the Option may not be exercised
in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
5. Rights as Stockholder. Other than the voting rights
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granted pursuant to the proxy delivered by the Company, as
required by Section 1 hereof, the Optionees will have no rights
as stockholders with respect to any shares covered by the Option
until the issuance of a certificate or certificates to the
Optionees for the shares.
6. Adjustment of Number of Shares and Related Matters.
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STOCK SPLIT, COMBINATION, RECLASSIFICATION, ETC. In case EIF
shall at any time after the date of this Agreement (i) subdivide
the outstanding Common Stock into a larger number of shares, (ii)
combine the outstanding Common Stock into a smaller number of
shares, or (iii) issue any shares of its capital stock in
connection with a reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the
Exercise Price in effect at the time of the record date for such
dividend or the effective date of such subdivision, combination
or reclassification, or the number and kind of securities
issuable on such date shall be proportionately adjusted so that
the Optionees shall be entitled, at no additional expense, to
receive the aggregate number and kind of securities which, if the
option had been exercised immediately prior to such date, the
Optionees would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, combination
or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.
7. Optionees' Representations. Notwithstanding all of the
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provisions hereof, the Optionees hereby agree that they will not
exercise the Option granted hereby, and that the Company will not
be obligated to issue any shares to the Optionees hereunder, if
the exercise thereof or the issuance of such shares shall
constitute a violation by the Optionees or the Company of any
provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be
final, binding and conclusive. The obligations of the Company
and the rights of the Optionees are subject to all applicable
laws, rules, and regulations.
8. Investment Representation. Unless the Common Stock is
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issued to it in a transaction registered under applicable federal
and state securities laws, by his or her execution hereof, the
Optionees represent and warrant to the Company that all Common
Stock that may be purchased hereunder will be acquired by the
Optionees for investment purposes for their own account and not
with any intent for resale or distribution in violation of
federal or state securities laws.
9. Law Governing. This Agreement shall be governed by,
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construed and enforced in accordance with the laws of the state
of Texas (excluding any conflicts of law rule or principle of
Texas law that might refer to governance, construction, or
interpretation of this agreement to the laws of another state).
10. Legal Construction. In the event that any one or more
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of the terms, provisions, or agreements that are contained in
this Agreement shall be held by a Court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect for any
reason, the invalid, illegal, or unenforceable term, provision,
or agreement shall not affect any other term, provision, or
agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or
unenforceable term, provision, or agreement had never been
contained herein.
11. Covenants and Agreements as Independent Agreements.
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Each of the covenants and agreements that is set forth in this
Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The
existence of any claim or cause of action of the Optionees
against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
the Company of the covenants and agreements that are set forth in
this Agreement.
12. Entire Agreement. This Agreement supersedes any and
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all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter
hereof and constitute the sole and only agreements between the
parties with respect to the said subject matter. All prior
negotiations and agreements between the parties with respect to
the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have
been made by any party or by anyone acting on behalf of any
party, which are not embodied in this Agreement and that any
agreement, statement or promise that is not contained in this
Agreement shall not be valid or binding or of any force or
effect.
13. Parties Bound. The terms, provisions, representations,
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warranties, covenants, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their permitted successors and
assigns.
14. Modification. No change or modification of this
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Agreement shall be valid or binding upon the parties unless the
change or modification is in writing and signed by the parties.
15. Headings. The headings that are used in this Agreement
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are used for reference and convenience purposes only and do not
constitute substantive matters to be considered in construing the
terms and provisions of this Agreement.
16. Notice. Any notice required or permitted to be
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delivered hereunder shall be deemed to be delivered only when
actually received by the Company or by the Optionees, as the case
may be, at the addresses set forth below, or at such other
addresses as they have theretofore specified by written notice
delivered in accordance herewith:
(a) Notice to the Company shall be addressed and
delivered as follows:
American Eco Corporation
00000 Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. XxXxxxxx
(b) Notice to the Optionees shall be addressed and
delivered as follows:
Xxxxx X. and Xxxxxxxxx X. Xxxxxxxx
c/o EIF Holdings, Inc.
000 XX 0000 Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
* * * * *
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and the Optionees, to
evidence their consent and approval of all the terms hereof, have
duly executed this Agreement, as of the date specified in Section
1 hereof.
AMERICAN ECO CORPORATION
By: /S/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
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Title: President & CEO
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OPTIONEES
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
