EXHIBIT 13
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of August __, 1997 is made by and
between Xxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxx
(each, a "Stockholder and collectively, the "Stockholders") and
Xxxxxxxx X. Xxxxx (the "Optionee").
WHEREAS, Video Services Corporation ("VSC") (an entity in
which the Stockholders are the sole stockholders) has entered into
a Merger Agreement (the "Merger Agreement") with International Post
Limited (the "Company") dated June 27, 1997, pursuant to which such
corporations will be merged (the "Merger");
WHEREAS, VSC has previously granted an option to the Optionee
to acquire 30,000 shares of the common stock ("Common Stock") of
the Company, which option was on this day terminated pursuant to
the terms of the Merger Agreement and is being replaced by this
Agreement; and
WHEREAS, the Stockholders desire to grant an option to
Optionee to purchase shares of the Common Stock and Optionee
desires to accept such stock option;
NOW, THEREFORE, the Stockholders and Optionee agree as
follows:
Section 1. Grant of Option.
Section 1.1 Grant; Grant Date
Each Stockholder hereby grants to Optionee the right to
purchase from such Stockholder all or any part of the number of
shares of Common Stock set forth opposite his name in the table
below (the "Option"), comprising an aggregate of 30,000 shares of
the Company's Common Stock, $.01 par value per share, (the
"Shares") upon the terms and conditions set forth in this
Agreement. The grant date of the Option shall be the date of this
Agreement. Optionee hereby accepts the Option, and agrees to be
bound by all the terms and provisions of this Agreement.
Name Number of Shares
Xxxxx X. Xxxxxxxxxx 14,616
Xxxxxx X. Xxxxxxxx 14,616
Xxxxxx X. Xxxx 768
Section 1.2 Adjustments in Option
In the event that the outstanding Shares subject to the Option
are changed into or exchanged for a different number or kind of
shares or securities of the Company, or of another corporation, by
reason of reorganization, merger or other subdivision,
consolidation, recapitalization, reclassification, stock split,
stock dividend or combination of shares or similar event, the
Stockholders shall make an appropriate and equitable adjustment in
the Option so that Optionee's proportionate interest shall be
maintained as before the occurrence of such event to the maximum
extent possible. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 1.3 Option Terms
The Option granted under this Agreement shall be subject
to the following terms and conditions:
(a) Price. The exercise price for the Shares subject to the
Option shall be $11.00 per Share.
(b) Term. The Option shall expire on February 15, 1999.
(c) Vesting. At the effective time of the Merger, the Option
shall become fully vested and exercisable immediately.
(d) Exercise. To the extent that the Option has become
exercisable in accordance with this Agreement, it may be exercised
in whole or in part at any time prior to its expiration or
termination, by providing written notice to each Stockholder of the
number of Shares as to which the Option is being exercised, and
enclosing payment for the Shares with respect to which the Option
is being exercised. Such payment shall be in cash. Partial
exercise shall be for whole Shares only and shall not be for less
than five thousand (5,000) Shares in the aggregate unless the
number of Shares purchased constitutes the total number of Shares
then remaining subject to the Option or the Stockholders permit
such smaller exercise in their sole discretion. Notation of any
partial exercise shall be made by the Stockholders on Schedule I
hereto. Any exercise shall be allotted among the Stockholders in
the following ratios:
Percentage of Exercise
Stockholder Applied to his Shares
Xxxxx X. Xxxxxxxxxx 48.720%
Xxxxxx X. Xxxxxxxx 48.720%
Xxxxxx X. Xxxx 2.560%
Section 1.4 Nontransferability
The Option shall not be transferable other than by will or the
applicable laws of descent and distribution, and no transfer so
effected shall be effective to bind the Stockholders unless the
Stockholders have been furnished with written notice thereof and
such evidence as the Stockholders may deem necessary to establish
the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions of the Option.
Section 1.5 Conditions to Issuance of Stock Certificates
(a) If required, the stock certificates evidencing the Shares
shall bear legends restricting transferability; in substantially
the form indicated below:
"These Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and
may not be resold, pledged or otherwise transferred unless
they have been registered under the Securities Act or unless
an exemption from registration is available."
(b) The Stockholders shall not be required to deliver any
certificate or certificates for Shares deliverable upon any
exercise of the Option prior to fulfillment of all of the following
conditions:
(i) The completion of any registration or other
qualification of such Shares under any state or federal law or
under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, or the
obtaining of approval or other clearance from any state or federal
governmental agency which the Stockholders shall, in their sole
discretion, deem necessary or advisable.
(ii) In the event that the Shares have not been
registered under the Securities Act, if the Stockholders shall, in
their sole discretion, deem it necessary or advisable, the
execution by Optionee of a written representation and agreement, in
a form satisfactory to the Stockholders, in which Optionee
represents that the Shares acquired by him upon exercise are being
acquired for investment and not with a view to distribution
thereof.
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the Shares, or any
change in the ownership of the Company, shall be subject to the
requirements of the Communications Act of 1934, as amended, and the
rules and regulations of the Federal Communications Commission
("FCC") as may be in effect at the time of such transfer, and that
before certain rights provided for in this Agreement are exercised,
it may be necessary to obtain any approval of the FCC required
under applicable law.
Section 2. Miscellaneous.
Section 2.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the party
which is entitled to the benefit thereof, and any term or provision
of this Agreement may be amended or supplemented at any time by the
mutual consent of the parties hereto, except that any waiver of
any term or condition, or any amendment, of this Agreement must be
in writing.
Section 2.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 2.3 Successors
This Agreement shall be binding upon and inure to the benefit
of the successors, assigns and heirs of the respective parties.
Section 2.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
c/o Apollo Partners LLC
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
To the Stockholders:
c/o International Post Limited
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx
With a copy to each of the Stockholders at the following
addresses:
Xxxxx X. Xxxxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000
Xxxxxx X. Xxxxxxxx
c/o Video Services Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Xxxxxx X. Xxxx
0 Xxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
All notices to the Stockholders shall also be sent to:
Xxxxxx Xxxxxx Butowsky Xxxxxxx Shalov & Xxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Fax Number: (000) 000-0000
Section 2.5 Waiver
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a
waiver thereof or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement.
Section 2.6 Titles; Construction
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Optionee:
/s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
