EXHIBIT 4
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OPTION AGREEMENT
I, Xxxxx X. Xxxxxx ("Grantor"), for consideration of one dollar, the
receipt of which is hereby acknowledged, do hereby personally grant to D. Xxxxx
Xxxxxx ("Holder"), the option to purchase up to 333,333 shares of restricted
common stock of The Publishing Company of North America, Inc. (the
"Corporation"), (the "Options"), in accordance with the following schedule of
exercise prices:
Date Option is Exercised Applicable Exercise Price
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November 2, 1998 to November 1, 2000 $1.20 per share
November 2, 2000 to November 1, 2001 $1.30 per share
November 2, 2001 to November 1, 2002 $1.40 per share
November 2, 2002 to November 1, 2003 $1.50 per share
November 2, 2003 to November 1, 2004 $1.60 per share
November 2, 2004 to November 1, 2005 $1.70 per share
November 2, 2005 to November 1, 2006 $1.80 per share
November 2, 2006 to November 1, 2007 $1.90 per share
November 2, 2007 to November 1, 2008 $2.00 per share
Each exercise must be in a block not less than 50,000 shares, and must
be accompanied by: (1) an Exercise Statement, executed by Holder, stating the
number of shares to be purchased and the applicable exercise price per share;
and (2) full payment for the appropriate exercise amount or an executed
promissory note, acceptable to the Grantor, accruing at 15% interest per annum,
with monthly payments of interest only, secured by collateral acceptable to the
Grantor, in the full amount of the purchase price. Grantor shall deliver to
Holder, within 30 days of such exercise date, a stock certificate representing
the number of shares purchased, which stock certificate shall constitute
restricted securities governed by all applicable federal and state securities
laws and shall contain a restrictive legend, subject to the effective date of
the S-3 Registration Statement described below.
Grantor shall, by November 3, 1999, cause a registration statement to
be filed with the Securities and Exchange Commission on Form S-3, registering
the 333,333 shares of PCNA common stock underlying the 333,333 options, which
are the subject of this agreement.
This options are not assignable or transferable (except as specifically
provided herein or as agreed to in writing by the Grantor prior to the time of
the transfer or assignment) and can only be exercised by Holder or, in the event
of Holder's death, by the legal representatives of Holder's estate or Holder's
legal heirs.
This Option Agreement relates to the purchase by Grantor from Holder of
333,333 shares of the Corporation on November 3, 1998. Florida law shall govern
any actions involving this agreement and any and all disputes will be settled
via binding arbitration. The undersigned agree to the terms and conditions as
contained herein.
A signed facsimile copy of this agreement shall serve as an original.
/s/ Xxxxx X. Xxxxxx /s/ D. Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx D. Xxxxx Xxxxxx
