EXHIBIT 10.6
For: XXXXXX LA TERRA
FIND/SVP, INC.
STOCK OPTION AGREEMENT
This Option agreement evidences the grant by the Board of Directors of FIND/SVP,
Inc. (the "Company"), on April 1, 2003 of an option to purchase up to One
Hundred and Fifty Thousand (150,000) shares of the Common Stock, par value
$.0001 per share, of the Company at a price of $1.15 per share, which is equal
to the fair market value of the Common Stock on the date of grant, to Xxxxxx La
Terra an employee of the Company (the "Participant"), pursuant to the Company's
1996 stock option plan, as amended (the "Plan"), a copy of which has been
delivered herewith. The Option is specifically subject to all of the terms and
conditions of the Plan with the same force and effect as if fully set forth in
the Option Agreement. However, in the event of any inconsistency with respect to
the terms of this Option Agreement as compared with the provisions of the Plan,
the provisions of this Option Agreement shall control and prevail. IT IS
INTENDED THAT THE OPTION EVIDENCED BY THIS OPTION AGREEMENT SHALL NOT BE AN
INCENTIVE STOCK OPTION AS DEFINED IN XXXXXXX 000 XX XXX XXXXXX XXXXXX INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND ANY REGULATIONS PROMULGATED THEREUNDER
(THE "CODE"). Except as otherwise indicated by the context, the term
"Participant", as used in the Option Agreement, shall be deemed to include any
person who acquires the right to exercise this option validly under its terms.
1. ACCEPTANCE OF OPTION AGREEMENT
The Participant's execution of this Option Agreement will indicate acceptance of
and willingness to be bound by its terms; it imposes no obligation upon the
Participant to purchase any of the shares subject to the Option. The
Participant's obligation to purchase shares can arise only upon exercise of the
Option in the manner set forth in paragraph 3 hereof.
2. TIME OF EXERCISE
Subject to the provisions hereof, the Options granted hereunder are immediately
exercisable in full, and vest upon grant, provided, however, that the Option may
not be exercised as to less than 100 shares at any one time. The Option expires
at the end of ten years from the date of grant whether or not it has been duly
exercised.
3. METHOD OF EXERCISE
The Option shall be exercisable by written notice signed by the Participant and
delivered to the Company at its principal executive offices, attention of the
President of the Company, signifying election to exercise the Option. The notice
must state the number of shares of Common Stock as to which Option is being
exercised, and (i) unless indicated to the contrary by the Company, must contain
a representation and acknowledgement by the Participant (in a form acceptable to
the Company) that, among other things, such shares are being acquired by the
Participant for investment and not with a view to their distribution or resale,
that the shares are not registered under the Securities Act of 1933, as amended,
(the "Act"), that the shares may have to be held indefinitely unless registered
for resale under the Act or an exemption from registration is available, and
that the Company may place a legend on the certificate evidencing the shares
reflecting that they were acquired for investment and cannot be sold or
transferred unless registered under the Act, or unless counsel to the Company is
satisfied that the circumstances of the proposed transfer do not require such
registration, and (ii) it must be accompanied by payment of the full purchase
price of the shares being purchased. Payment may be made (a) in cash, (b) by
check payable to the order of the Company in the amount of such purchase price,
(c) provided that the sale of the shares issuable upon exercise of the Option
have been registered under the Act or counsel to the Company's satisfaction that
1
the circumstances of the proposed transfer do not require such registration, by
irrevocable instructions to a broker to sell shares of Common Stock to be issued
upon exercise of the Option, and to deliver to the Company the amount of sale
proceeds necessary to pay such purchase price and to deliver the remaining cash
proceeds, less commissions and brokerage fees to the Participant, or (d) by any
combination of the methods of payment described in (a) through (c) above. If
notice of the exercise of the Option is given by a person or persons other than
the Participant, the Company may require, as a condition to the exercise of the
Option, the submission to the Company of appropriate proof of the right of such
person or persons to exercise the Option.
4. ISSUANCE OF CERTIFICATES UPON EXERCISE OF OPTION
Certificates representing the shares of Common Stock for which payment is made
upon exercise of the Option shall be issued as soon as practicable. The Company,
however, shall not be required to issue or deliver a certificate for any shares
until it has complied with all requirements of the Securities Act of 1933, the
Securities Exchange Act of 1934, any stock exchange on which the Company's
Common Stock may then be listed and all applicable state laws in connection with
the issuance or sale of such shares or the listing of such shares on said
Exchange. Until the issuance of the certificate for such shares, the Participant
or such other person as may be entitled to exercise the Option, shall have none
of the rights of a stockholder with respect to the shares subject to the Option.
5. NATURE OF SHARES ISSUABLE UPON EXERCISE OF OPTION
In the event the Company chooses not to register the shares underlying the
Option, the shares of Common Stock issuable upon exercise of the Option will be
unregistered and must be held indefinitely unless they are subsequently
registered under the Securities Act of 1933 or an exemption from such
registration, such as embodied in Rule 144, is available. Rule 144 under the
Securities Act of 1933 permits, upon compliance with certain conditions, sales
in limited amounts of shares of publicly held companies which are current in the
filing of various required reports with the Securities and Exchange Commission,
which shares have been beneficially owned and fully paid for at least one year.
The Company has not covenanted to take such action as may be necessary to permit
sales under Rule 144. Notwithstanding the foregoing, the Company shall file a
Registration Statement on Form S-8 thereby registering the shares issuable upon
exercise of the Option as soon as reasonably practical after the date hereof,
but in any event on or before December 31, 2003. Participant is advised to
inquire of the appropriate officer of the Company at any time that Participant
may wish to sell any shares obtained from the exercise of the Option.
6. TERMINATION OF SERVICES
If Participant's relationship with the Company (or a subsidiary thereof) as an
Employee, Officer, Director, Consultant, or Advisor is terminated by the Company
or by the Participant for any reason whatsoever including by reason of
disability, death or retirement at age 65, with cause, without cause, good
reason or voluntary termination by the Participant, the Option may be exercised
by the Participant or his legal representative or heirs, as the case may be, at
any time within ten years from the date of grant of the Option.
7. NON-TRANSFERABILITY OF OPTION
The option shall not be transferable or assignable except by will or the laws of
descent and distribution, and may be exercised during Participant's lifetime
only by the Participant.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
If the shares of Common Stock outstanding are changed in number, kind or class
by reason of a stock split, combination, merger, consolidation, reorganization,
reclassification, exchange or any capital adjustment,
2
including a stock dividend, or if any distribution is made to shareholders other
than a cash dividend and the Board of Directors deems it appropriate to make an
adjustment, then (i) the aggregate number and class of shares that may be issued
or transferred pursuant to Section 2 of the Plan, (ii) the number and class of
shares which are issuable under outstanding options, and (iii) the purchase
price to be paid per share under outstanding options, shall be adjusted as
hereinafter provided. Adjustments under Section 12 of the Plan shall be made in
a proportionate and equitable manner by the Board of Directors (or Committee),
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive. In the event that a fraction of
a share results from the foregoing adjustment, said fraction shall be eliminated
and the price per share of the remaining shares subject to the option adjusted
accordingly. In the event of a liquidation of the Company, or a merger,
reorganization or consolidation of the Company with any other corporation in
which the Company is not the surviving corporation or the Company becomes a
wholly owned subsidiary of another corporation, any unexercised options
theretofore granted under the Plan shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or consolidation
elected to assume the options under the Plan or to issue substitute options in
place thereof; provided, however, that, notwithstanding the foregoing, if such
options would otherwise be cancelled in accordance with the foregoing, the
optionee shall have the right, exercisable during a ten-day period ending on the
fifth day prior to such liquidation, merger or consolidation, to exercise the
option in whole or in part. The granting of an option pursuant to this Plan
shall not affect in any way the right or power of the Company to make
adjustments, reorganizations, reclassifications or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
FIND/SVP, INC.
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
AGREED TO AND ACCEPTED, as of
the 1st day of April, 2003
/s/ Xxxxxx La Terra
--------------------------
Signature: Xxxxxx La Terra
3
