EXHIBIT 10.11
UNIVERSAL HEIGHTS, INC.
STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
AGREEMENT ("Agreement") dated this 3rd day of December, 1998 by and
between Universal Heights, Inc., a Delaware corporation ("Corporation"), and
Xxxxxx Xxxxxxx ("Optionee"), a non-employee director of Universal Risk Advisors,
Inc., a subsidiary of the Corporation.
WHEREAS, the Corporation desires to have Optionee serve on the Board of
Directors of Universal Risk Advisors, Inc. and to provide Optionee with an
incentive by sharing in the success of the Corporation; and
WHEREAS, the option granted hereby is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 or any successor
provision of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual covenants and
representations herein contained and intending to be legally bound, the parties
hereto agree as follows:
1. NUMBER OF SHARES AND PRICE. The Corporation hereby grants to the
Optionee an option ("Option") to purchase the number of shares of Common Stock
set forth on the attached Face Sheet of this Agreement. The exercise price per
share of Common Stock of the Option shall be as is set forth on the attached
Face Sheet of this Agreement, such price being the fair market value per share
of Common Stock on the Date of Grant of the Option ("Fair Market Value"). The
Option is not intended to qualify as an "incentive stock option" under Section
422 of the Code.
2. TERM AND EXERCISE. The Option shall expire ten (10) years from the
date hereof. The Option shall become exercisable in installments as set forth on
the attached Face Sheet of this Agreement; PROVIDED, HOWEVER, that, if the
Optionee is removed for Cause, the Option shall cease to continue to be
exercisable on or after the date of such removal. If the Optionee ceases to be a
Non-Employee Director, the Option shall continue to be exercisable in accordance
with the preceding sentence and may be exercised until the Option expires in
accordance with the first sentence of this Section 2. Accordingly, if the
Optionee is removed for Cause, he or she may continue to exercise the Option
until the Option expires in accordance with the first sentence of this Section
2, but only to the extent that (a) the Option became exercisable prior to the
date of such removal and (b) it was not previously exercised.
3. EXERCISE PROCEDURES. The Option shall be exercisable by written
notice to the Corporation, which must be received by the Corporation not later
than 5:00 P.M. local time at the principal executive office of the Corporation
on the expiration date of the Option. Such written notice shall set forth (a)
the number of shares of Common Stock being purchased, (b) the total exercise
price for the shares of Common Stock being purchased, (c) the exact name as it
should appear on the stock certificate(s) to be issued for the shares of Common
Stock being purchased, and (d) the address to which the stock certificate(s)
should be sent. The exercise price of shares of Common Stock purchased upon
exercise of the Option shall be paid in full (a) in cash or (b) by delivery of
such other consideration as the Board of Directors deems appropriate and in
compliance with applicable law (including payment in accordance with a cashless
exercise program approved by the Board of Directors).
4. AGREEMENT PROVISIONS CONTROL OPTION TERMS; MODIFICATIONS. The Option
is granted pursuant and subject to the terms and conditions of this Agreement.
The Option shall not be modified after the Date of Grant except by express
written agreement between the Corporation and the Optionee; PROVIDED, HOWEVER,
that any such modification shall be approved by the Board of Directors.
5. LIMITATIONS ON TRANSFER. The Option may not be assigned or
transferred other than by will, by the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Code, Title I
of ERISA or the rules thereunder.
6. TAXES. The Corporation shall be entitled to withhold (or secure
payment from the Optionee in lieu of withholding) the amount of any withholding
or other tax required by law to be withheld or paid by the Corporation with
respect to any shares of Common Stock issuable under this Agreement, and the
Corporation may defer issuance of shares of Common Stock upon the exercise of
the Option unless the Corporation is indemnified to its satisfaction against any
liability for any such tax. The amount of such withholding or tax payment shall
be determined by the Board of Directors or its delegate and shall be payable by
the Optionee at such time as the Board of Directors determines. The Optionee may
satisfy his or her tax withholding obligation by (a) having cash withheld from
the Optionee's salary or other compensation payable by the Corporation or a
Subsidiary, (b) the payment of cash to the Corporation, (c) the payment in
shares of Common Stock already owned by the Optionee valued at Fair Market
Value, and/or (d) the withholding from the Option, at the appropriate time, of a
number of shares of Common Stock sufficient, based upon the Fair Market Value of
such shares of Common Stock, to satisfy such tax withholding requirements. The
Board of Directors shall be authorized, in its sole and absolute discretion, to
establish such rules and procedures relating to any such withholding methods as
it deems necessary or appropriate, including, without limitation, rules and
procedures relating to elections to have shares of Common Stock withheld upon
exercise of the Option to meet such withholding obligations.
7. NO EXERCISE IN VIOLATION OF LAW. Notwithstanding any of the
provisions of this Agreement, the Optionee hereby agrees that he or she will not
exercise the Option granted hereby, and that the Corporation will not be
obligated to issue any shares of Common Stock to the Optionee hereunder, if the
exercise thereof or the issuance of such shares of Common Stock shall constitute
a violation by the Optionee or the Corporation of any provision of any law or
regulation of any governmental authority. Any determination in this connection
by the Board of Directors shall be final, binding and conclusive.
8. SECURITIES LAW COMPLIANCE. Optionee agrees, for the Optionee or any
individual, trust or estate who or that, by will or the laws of descent and
distribution, succeeds to the rights and obligations of the Optionee under this
Agreement upon the Optionee's death ("Beneficiaries"), with respect to all
shares of Common Stock acquired pursuant to the terms and conditions of this
Agreement and the Option (or any other shares of Common Stock issued pursuant to
a stock dividend or stock split thereon or any securities issued in lieu thereof
or in substitution or exchange therefor), that the Optionee and his
Beneficiaries will not sell or otherwise dispose of these shares except pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the "Act"), or except in a transaction that, in the opinion of counsel
for the Corporation, is exempt from registration under the Act. Further, the
Corporation shall not be required to sell or issue any shares under the Option
if, in the opinion of the Corporation, (a) the issuance of such shares would
constitute a violation by the Optionee or the Corporation of any applicable law
or regulation of any government authority or (b) the consent or approval of any
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governmental body is necessary or desirable as condition of, or in connection
with, the issuance of such shares.
9. ADJUSTMENTS. The existence of the Option shall not affect in any way
the right or power of the Corporation or its directors or shareholders to make
or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Corporation's capital structure or its business, or any
merger or consolidation of the Corporation, or any issuance of bonds,
debentures, preferred stock or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
10. DISPUTE RESOLUTION. As a condition of granting the Option, the
Optionee agrees, for the Optionee and his or her Beneficiaries, that any dispute
or disagreement that may arise under or as a result of or pursuant to this
Agreement and the Option shall be determined by the Board of Directors in its
sole discretion, and any interpretation by the Board of Directors of the terms
of this Agreement and the Option shall be final, binding and conclusive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: UNIVERSAL HEIGHTS, INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx,
President
By: /s/ Xxxxxx Xxxxx
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[Member of Board of Directors] Xxxxxx Xxxxx
WITNESS: OPTIONEE
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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FACE SHEET
Notice Addresses:
Optionee:
Xxxxxx Xxxxxxx
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Corporation:
Universal Heights, Inc.
0000 X.X. 000 Xxxxxx
Xxxxx 000X
Xxxxx, Xxxxxxx 00000
Grant Date: 12/3/98
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Total Options Granted: 15,000
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Exercise Price per share of Common Stock: $.90
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Vesting Schedule:
Date Number of Shares
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12/3/98 15,000
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Expiration Date:
Optioned shares must be purchased within 10 years from the date of
grant, which is 12/3/98. That is, all options must be exercised by 12/03/08.
