Exhibit 10.30
NONQUALIFIED STOCK OPTION AGREEMENT
FOR XXXX XXXXXXXX
Twinlab Corporation
1996 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of November 5, 1997
between Twinlab Corporation, a Delaware corporation (the "Company"), and Xxxx
XxXxxxxx, an employee of the Company (the "Optionee"). Notwithstanding anything
herein to the contrary, (i) until the Board of Directors shall appoint the
members of the Committee (as defined below) or (ii) if the Board, in its sole
discretion, resolves to administer the Plan (as defined below), the term
"Committee" as used herein shall be deemed to mean the Board. Capitalized terms
used herein without definition shall have the meanings ascribed thereto in the
Plan.
The Company's Stock Option Committee (the "Committee") has determined
that the objectives of the Company's 1996 Stock Incentive Plan, as amended (the
"Plan") will be furthered by granting to the Optionee a stock option pursuant to
the Plan.
In consideration of the foregoing and of the mutual undertakings set
forth in this Agreement, the Company and the Optionee agree as follows:
SECTION 1. Grant of Option.
The Company hereby grants to the Optionee a stock option (the "Option")
to purchase 50,000 shares (the "Shares") of common stock of the Company, $1.00
par value per share (the "Common Stock") at a purchase price of $19.375 per
share. It is intended that the Option shall not qualify as an "incentive stock
option" as defined in section 422 of the Internal Revenue Code of 1986, as
amended.
SECTION 2. Exercisability.
2.1 Subject to the further terms of this Agreement, the Option shall
become exercisable in five substantially equal installments, one on each of the
first, second, third, fourth and fifth anniversaries of the date of this
Agreement.
2.2 Notwithstanding any other provision of this Agreement or the Plan,
in the event of an Acquisition of Control, the Option shall become fully vested
and immediately exercisable upon the subsequent involuntary termination of the
Optionee's employment by the Company or its successors for any reason other than
Cause within one year of such Acquisition of Control. For purposes of this
Agreement, the following terms shall have the following meanings: "Cause" shall
mean: (a) conviction of any crime (whether or not involving the Company)
constituting a felony in the jurisdiction involved; (b) conduct related to the
Optionee's employment for which either criminal or civil penalties against the
Optionee or the Company may be sought; (c) material violation of the Company's
policies, including, without limitation, those relating to sexual harassment,
the disclosure or misuse of confidential information, or those set forth in
Company manuals or statements of policy; (d) serious neglect or misconduct in
the performance of the Optionee's duties for the Company or willful or repeated
failure or refusal to perform such duties; in each case as determined by the
Committee, which determination shall be final, binding and conclusive.
"Acquisition of Control" shall mean: (x) any person, including a group, without
the approval of a majority of the Incumbent Directors, becoming the beneficial
owner of, or acquiring the power to direct the exercise
of voting power with respect to, directly or indirectly, securities which
represent fifty percent (50%) or more of thecombined voting power of the
Company's outstanding securities thereafter, or (y) the Incumbent Directors
cease at any time to constitute a majority of the Board. "Incumbent Director"
shall mean any director of the Company serving at October 1, 1997 or elected
thereafter if nominated or approved by at least two thirds of the then incumbent
Directors.
2.3 Unless earlier terminated pursuant to the provisions of the Plan,
the unexercised portion of the Option shall expire and cease to be exercisable
at 12:01 a.m. on the tenth anniversary of the date of this Agreement.
SECTION 3. Method of Exercise.
The Option or any part thereof may be exercised only by the giving of
notice to the Company in such manner as the Committee shall prescribe. Such
written notice must be accompanied by payment of the full purchase price for the
number of shares being purchased. Such payment may be made by one or a
combination of the following methods: (a) by a certified or official bank check
(or the equivalent thereof acceptable to the Company); (b) with the consent of
the Committee, by delivery of shares of Common Stock acquired at least six
months prior to the option exercise date and having a Fair Market Value on the
exercise date equal to part or all of the purchase price; or (c) at the
discretion of the Committee and to the extent permitted by law, by such other
method as the Committee may authorize. The date of exercise of the Option shall
be the date on which notice of exercise is delivered to the Company, during
normal business hours, at its address as provided in Section 8 of this
Agreement.
SECTION 4. Termination of Employment; Death.
4.1 Upon termination of the Optionee's employment with the Company or
any subsidiary, for any reason, the Option shall terminate and expire except as
provided in Section 4.2 or 4.3 of this Agreement.
4.2 If the Optionee's employment with the Company or any subsidiary is
involuntarily terminated by the Company for any reason other than Cause (as
defined in Section 2.2 of this Agreement), the Option shall be exercisable but
only to the extent it was exercisable at the time of such termination and only
until the expiration of 90 days following employment termination (but not beyond
the expiration date of the Option, specified in Section 2.3 of this Agreement).
If the Optionee dies in such 90 day period, the Option shall be exercisable for
one year from the date of death (but not beyond the expiration date of the
Option).
4.3 If the Optionee's employment with the Company or any subsidiary
terminates by reason of the Grantee's death, disability or retirement (as such
terms are defined in the Plan) while an employee of the Company or any
subsidiary, the Option shall be exercisable, but only to the extent it was
exercisable at the time of death, disability or retirement and only until the
first anniversary of the date of the Optionee's employment termination (but not
beyond the expiration date of the Option, specified in Section 2.3 of this
Agreement).
SECTION 5. Plan Provisions to Prevail.
This Agreement is subject to all of the terms and provisions of the
Plan. Without limiting the generality of the foregoing, by entering into this
Agreement the Optionee agrees that no member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any award thereunder or this Agreement. In the event that there is any
inconsistency between the provisions of this Agreement and of the Plan, the
provisions of the Plan shall govern.
SECTION 6. Nontransferability.
The Option shall not be assignable or transferable, voluntarily or
involuntarily, by operation of law, or otherwise, and any such assignment or
transfer which may be attempted shall be null and void and of no effect;
provided, however, that this Section 6 shall not prevent transfers by will or by
the laws of descent and distribution. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee or the Optionee's legal
representative.
SECTION 7. Forfeiture of Option Gains.
IF AT ANY TIME WITHIN ONE YEAR AFTER THE EXERCISE OF ALL OR ANY PORTION
OF AN OPTION THE OPTIONEE EITHER (A) IS TERMINATED FOR CAUSE OR (B) ENGAGES IN
ANY ACTIVITY DETERMINED IN THE SOLE DISCRETION OF THE COMMITTEE TO BE IN
COMPETITION WITH ANY ACTIVITY OF THE COMPANY, OR OTHERWISE INIMICAL, CONTRARY OR
HARMFUL TO THE INTERESTS OF THE COMPANY (INCLUDING, BUT NOT LIMITED TO ACCEPTING
EMPLOYMENT WITH OR SERVING AS A CONSULTANT, ADVISER OR IN ANY OTHER CAPACITY TO
AN ENTITY THAT IS IN COMPETITION WITH OR ACTING AGAINST THE INTERESTS OF THE
COMPANY), THEN ANY OPTION GAIN REALIZED BY THE OPTIONEE FROM EXERCISING SUCH
OPTION SHALL BE PAID BY THE OPTIONEE TO THE COMPANY UPON NOTICE FROM THE
COMPANY. FOR PURPOSES OF THIS SECTION, "OPTION GAIN" MEANS THE EXCESS OF THE
FAIR MARKET VALUE OF A SHARE OF COMMON STOCK ON THE DATE OF EXERCISE OF THE
OPTION OVER THE OPTION EXERCISE PRICE, MULTIPLIED BY THE NUMBER OF SHARES WITH
RESPECT TO WHICH THE OPTION WAS EXERCISED, WITHOUT REGARD TO ANY SUBSEQUENT
DECREASE OR INCREASE IN THE FAIR MARKET VALUE OF SUCH SHARES. THE COMPANY SHALL
HAVE THE RIGHT TO OFFSET SUCH OPTION GAIN AGAINST ANY AMOUNTS OTHERWISE OWED TO
THE OPTIONEE BY THE COMPANY (WHETHER AS WAGES, VACATION PAY, OR PURSUANT TO ANY
BENEFIT PLAN OR OTHER COMPENSATORY ARRANGEMENT).
SECTION 8. Notices.
All notices required or permitted hereunder shall be given in writing
by personal delivery, by confirmed facsimile transmission (with a copy
dispatched by express delivery or registered or certified mail), or by express
delivery via express mail or any reputable express courier service. Notices
shall be addressed (a) to Twinlab Corporation, 0000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxx; Fax: (516) 000- 0000;
Confirm: ; and (b) to the Optionee at the address set forth on the signature
page; or (c) as to either party, at such other address as may be designated by
notice in the manner set forth herein. Notices which are delivered personally,
by confirmed facsimile transmission, or by courier as aforesaid, shall be
effective on the date of delivery.
SECTION 9. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and the successors and assigns of the Company and, to the extent
consistent with Sections 4 and 6 of this Agreement and with the Plan, the heirs
and personal representatives of the Optionee.
SECTION 10. Governing Law.
This Agreement shall be interpreted, construed and administered in
accordance with the laws of the State of New York as they apply to contracts
made, delivered and performed in the State of New York.
SECTION 11. Severability.
If any provision of this Agreement (including any provision of the Plan
that is incorporated herein by reference) shall hereafter be held to be invalid,
unenforceable or illegal in whole or in part, in any jurisdiction under any
circumstances for any reason, (i) such provision shall be reformed to the
minimum extent necessary to cause such provision to be valid, enforceable and
legal while preserving the intent of the parties as expressed in, and the
benefits to the parties provided by, this Agreement and the Plan or (ii) if such
provision cannot be so reformed, such provision shall be severed from this
Agreement and an equitable adjustment shall be made to this Agreement
(including, without limitation, addition of necessary further provisions to this
Agreement) so as to give effect to the intent as so expressed and the benefits
so provided. Such holding shall not affect or impair the validity,
enforceability or legality of such provision in any other jurisdiction or under
any other circumstances. Neither such holding nor such reformation or severance
shall affect or impair the legality, validity or enforceability of any other
provision of this Agreement or the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first written above.
Twinlab Corporation
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title:
OPTIONEE
/s/ Xxxx XxXxxxxx
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Xxxx XxXxxxxx
Address:_____________________
_____________________________
_____________________________
Social Security Number
