Xxxxxxx X. Xxxxxxx
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Name
GKN HOLDING CORP.
STOCK OPTION AGREEMENT
AGREEMENT, made as of December 10, 1997 between GKN HOLDING CORP., a
Delaware corporation ("Company"), and Xxxxxxx X. Xxxxxxx ("Director" or
"Grantee").
WHEREAS, on December 10, 1997 the Board of Directors of the Company or
a committee thereof (in either event, "Company") authorized the grant to the
Director of an option to purchase an aggregate of 10,000 of the authorized but
unissued or treasury shares of the Common Stock of the Company ("Common
Stock"), on the terms and conditions set forth in this Agreement;
WHEREAS, the Director desires to acquire said option on the terms and
conditions set forth in this Agreement;
IT IS AGREED:
1. The Company hereby grants to the Director the right and option to
purchase all or any part of an aggregate of 10,000 shares of the Common Stock
on the terms and conditions set forth herein ("Option"). The Option is designed
to qualify as an "incentive stock option" under Section 422 of the Internal
Revenue Code of 1986, as amended ("Code").
2. The purchase price of each share of Common Stock subject to the
Option ("Option Shares") shall be Four Dollars.
3. (a) The Option shall be immediately exercisable and shall remain
exercisable, except as otherwise provided herein, until the close of business on
December 9, 2007 ("Exercise Period"). The Option may be exercised, except as
provided in subparagraph (b) below, only if the Director at the time of exercise
is employed by the Company or any Subsidiary (as defined in Section 424 of the
Code) as a Director and shall have been so employed as a Director continuously
since the date of this Agreement.
(b) If the Director's employment as a Director with the Company or
an Subsidiary terminates for any reason prior to the time that the Option has
been fully exercised, any portion of the Option which is exercisable on the date
of termination of employment and which has not yet been exercised ("Exercisable
Portion") shall expire unless exercised within three months after such
termination, but in no event after expiration of the Exercise Period; provided,
however, that (i) in the event of the death of the Grantee during this three
month period, the person or persons to whom the Grantee's rights are transferred
by will or the laws or descent and distribution ("Heir") shall have a period of
three months from the date of the Grantee's death to exercise any Exercisable
Portion, but in no event after expiration of the Exercise Period; (ii) if the
Board of Directors determines that the Grantee's employment was terminated for
cause, the Exercisable Portion will immediately expire; (iii) if the Grantee's
employment is terminated by reason of the Grantee's permanent disability (as
determined by the Board of Directors), the Exercisable Portion may be exercised
by the Grantee within twelve months after such termination, but in no event
after expiration of the Exercise Period; and (iv) in the event of the death of
the Grantee while in the employment of the Company or any Subsidiary or during
the twelve (12) month period referred to in (iii) above, the Heir shall have a
period of twelve months from the date of Grantee's death to exercise the
Exercisable Portion, but in no event after expiration of the Exercise Period.
(c) The Option shall not be assignable or transferable except in the
event of the death of the Director, by will or by the laws of descent and
distribution. No transfer of the
Option by the Director by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been furnished
with written notice thereof and a copy of the will and such other evidence as
the Company 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.
4. The Director shall not have any of the rights of a stockholder with
respect to the Option Shares until such shares have been issued after the due
exercise of the Option.
5. In the event of a reorganization, recapitalization,
reclassification, stock split or exchange, stock dividend, combination of
shares, or any other similar change in the Common Stock of the Company, the
Board of Directors of the Company shall, in its sole discretion, make such
equitable, proportionate adjustments, if any, as it deems appropriate in the
number and kind of shares covered by the Option and in the option price
thereunder, in order to preserve the Director's proportionate interest in the
Company and to maintain the aggregate option price; provided, however, that
upon the dissolution or liquidation of the Company, or upon any merger,
consolidation or other form of reorganization, or upon the sale of all or
substantially all of the Company's assets, the Option may be terminated by the
Company or its successor and be of no further effect.
6. The Company hereby represents and warrants to the Director that the
Option Shares, when issued and delivered by the Company to the Director in
accordance with the terms and conditions hereof, will be duly and validly
issued and fully paid and non-assessable.
7. The Director hereby represents and warrants to the Company that
s/he is acquiring the Option and shall acquire the Option Shares for his/her
own account and not with a view to the distribution thereof.
8. Anything in this Agreement to the contrary notwithstanding, the
Director hereby agrees that s/he shall not sell, transfer by any means or
otherwise dispose of the Option Shares
acquired by him/her without registration under the Securities Act of 1933, as
amended ("Act"), or in the event that they are not so registered, unless (a) an
exemption from the Act is available thereunder, and (b) the Director has
furnished the Company with notice of such proposed transfer and the Company's
legal counsel, in its reasonable opinion, shall deem such proposed transfer to
be so exempt.
9. The Director hereby acknowledges that:
(a) All reports and documents required to be filed by the
Company with the National Association of Securities Dealers, Inc. and
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 an other applicable laws within the last 12 months have been made
available to the Director for his/her inspection.
(b) If s/he exercises the Option, s/he mush bear the economic
risk of the investment in the Option Shares for an indefinite period of time
because the Option Shares will not have been registered under the Act and
cannot be sold by him/her unless they are registered under the Act or an
exemption therefrom is available thereunder.
(c) In his/her position with the Company, s/he has had both
the opportunity to ask questions of and receive answers from the officers and
directors of the Company and all persons acting on its behalf concerning the
terms and conditions of the offer made hereunder and to obtain any additional
information to the extent to the Company possesses or may possess such
information or can acquire it without unreasonable effort or expense necessary
to verify the accuracy of the information obtained pursuant to subparagraph (a)
above.
(d) The Company shall place stop transfer orders with its
transfer agent against the transfer of the Option Shares in the absence of
registration under the Act or an exemption therefrom.
(e) The certificates evidencing the Option Shares shall bear
the following legends:
"The shares represented by this certificate have been acquired
for investment and have not been registered under the Securities
Act of 1933. The shares may not be sold or transferred in the
absence of such registration or an exemption therefrom under said
Act."
"The shares represented by this certificate have been acquired
pursuant to a Stock Option Agreement, dated as of December 10,
1997, a copy of which is on file with the Company, and may not be
transferred, pledged or disposed of except in accordance with the
terms and conditions thereof."
10. Subject to the terms and conditions of the Agreement, the Option
may be exercised by written notice to the Company at its principal place of
business. Such notice shall state the election to exercise the Option and the
number of Option Shares in respect to which it is being exercised, shall
contain a representation and agreement by the person or persons so exercising
the Option that the Option Shares are being purchased for investment and not
with a view to the distribution or resale thereof, and shall be signed by the
person or persons so exercising the Option. Such notice shall be accompanied by
payment of the full purchase price of the Option Shares as soon as practicable
after the notice and payment is received. The certificate or certificates
evidencing the Option Shares shall be registered in the name of the person or
persons so exercising the Option.
11. All notices, requests, deliveries, payments, demands and other
communications which are required or permitted to be given under this Agreement
shall be in writing and shall either be delivered personally or sent by
certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses set forth below, or to such other address as either
shall have specified by notice in the writing to the other, and shall be deemed
duly given hereunder when so delivered or mailed, as the case may be.
12. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
13. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter thereof.
14. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and to the extent not prohibited herein, their respective
heirs, successors, assigns and representatives. Nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the
parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the 20th day of April, 1998.
GKN HOLDING CORP. DIRECTOR:
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 ------------------------------
Signature
By:
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Print Name
Address:
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