Exhibit 10.11
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT is made as of the 23rd day of December, 1999,
by and between Xxxx-Xxxxx.xxx, Inc., a Delaware Corporation (the "Company"), and
Xxxxxx Xxxxxxxx (the "Optionee").
WHEREAS, the Company, the Optionee and certain other individuals have
entered into a Stock Purchase Agreement dated the date hereof, providing for the
sale to the Optionee of shares of common stock, par value $0.001 per share, of
the Company (the "Common Stock"), and the stock option described herein for an
aggregate purchase price of $125,000; and
NOW, THEREFORE, in consideration of the payment described, the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (hereafter called this "Option"), to purchase all or any part of an
aggregate of fifty thousand (50,000) shares of Common Stock on the terms and
conditions set forth herein.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration
dates as to the share underlying this Option shall be as follows:
Number of Share Exercise Price Expiration Date
--------------- -------------- ---------------
50,000 $2.50 per share December 23, 2004
3. DURATION. This Option shall become exercisable upon issuance of this
Option and shall remain exercisable at the stated price through the expiration
date set forth above. To facilitate partial transfer, exercise or sale, this
Option may be subdivided into options in smaller denominations upon the
Optionee's request in writing from time to time.
4. LIMITATION ON DISPOSITION. This Option and shares of Common Stock
underlying this Option have not been registered under the Securities Act of
1933, as amended (the "Act"), or under applicable state securities laws and,
therefore, cannot be sold, assigned, or otherwise transferred unless
subsequently registered under the Act and under applicable state securities laws
or an exemption from such registration is then available. The Optionee hereby
agrees that it will not sell, assign or transfer this Option or the shares of
Common Stock underlying this Option unless they are registered under the Act and
under applicable state securities laws or an exemption from such registration is
then available, according to a legal opinion reasonably acceptable to the
Company.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivering written notice to the
Chief Executive Officer or Treasurer of the Company at its principal office no
less than three days in advance of the proposed exercise date. Such notice shall
specify the number of shares of Common Stock with respect to which this Option
is being exercised and the effective date of the proposed exercise and shall be
signed by the Optionee. The notice shall be accompanied by a certified check or
cash in the amount of the aggregate option exercise price for such number of
shares. In no event shall stock be issued or certificates be delivered until
full payment shall have been
received by the Company as to such exercise or partial exercise, nor shall the
Optionee have any right or status as a shareholder of such underlying shares
prior to such exercise. Certificates for shares of Common Stock purchased upon
the exercise of this Option shall be delivered to the Optionee as soon as
practicable following the effective date on which this Option is exercised.
6. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the Common Stock of the Company are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if the Company shall issue Common Stock as a dividend or upon a stock split,
then the number of shares subject to the unexercised portion of this Option
shall be appropriately adjusted by the Board of Directors of the Company. Any
such adjustment shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, the Company is not the surviving corporation, and the
event that the agreement of merger or consolidation does not provide for the
substitution of a new option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of the Company, the Optionee shall have the right immediately prior
to the effective date of such merger, consolidation, dissolution or liquidation,
to exercise this Option in whole or in part, provided, however, that this Option
shall not be exercisable in whole or in part later than the date noted in
paragraph 2 above. Any adjustments made pursuant to this paragraph shall be made
by the Board of Directors of the Company, whose good faith determination in
compliance with Delaware law as to what adjustment shall be made and the extent
thereof, shall be final, binding and conclusive. In computing any adjustment
hereunder, any fractional share which might otherwise become subject to this
Option shall be eliminated.
XXXX-XXXXX.XXX, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Chairman/CEO
OPTIONEE
/s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
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