EXHIBIT 99.9
NATURAL HORIZONS, INC.
STOCK OPTION AGREEMENT
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This Agreement is made effective as of the 1st day of June, 1995, between
Natural Horizons, Inc, a Colorado corporation (the "Corporation") and Barnet X.
Xxxxxxxx ("Xxxxxxxx").
1. STOCK OPTION. Pursuant to Section 7(c) of the Employment Agreement
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dated effective May 15, 1995 between the Corporation and Xxxxxxxx, the
Corporation hereby grants to Xxxxxxxx an option to purchase 135,000 shares of
the authorized and unissued common stock of the Corporation at a price of $2.10
per share (the "Option").
2. VESTING SCHEDULE. The Option shall vest in accordance with the
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schedule set forth below:
Calendar Year Percentage Vested
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1995 10%
1996 20%
1997 30%
1998 40%
3. TIME AND METHOD OF EXERCISE OF THE OPTION. The Option, to the extent
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vested, may be exercised in whole or in part by delivery to the Corporation of
written notice in the form of the Notice of Exercise of Stock Option attached as
Exhibit A specifying the number of shares with respect to which the Option is
exercised and by making full payment in cash or certified check of the purchase
price for such shares. The Option may only be exercised to the extent that it
has vested pursuant to the schedule set forth in Section 2 above.
1.
4. ADJUSTMENT OF THE OPTION. In the event of any change in the capital
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structure of the Corporation through consolidation, stock dividend, split-up or
other change, appropriate proportionate adjustment shall be made in the number
and purchase price of the shares which may be purchased by the exercise of the
Option.
5. EXPIRATION OF OPTION. The Option shall expire (i) December 31, 2001;
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or (ii) upon the completion of the merger or sale of substantially all of the
stock or assets of the Corporation, or its parent or subsidiary, with or to
another corporation.
6. INVESTMENT REQUIREMENT. Xxxxxxxx hereby agrees to purchase any shares
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by exercise of the Option for investment purposes only and not to resell any
such shares in any manner violating the Securities Act of 1933, as amended, any
rules promulgated thereunder, or any applicable state statute. Xxxxxxxx hereby
confirms that he has been advised of and understands the restrictions on resale
of stock by virtue of Rule 144 promulgated under the Securities Act of 1933.
This restriction or notice thereof shall be placed upon the certificate
representing any shares purchased.
7. TRANSFERABILITY. The Option may not be transferred other than by will
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or the laws of descent and distribution and may be exercised during the lifetime
of Xxxxxxxx only by him.
8. BENEFIT. Except as otherwise provided herein, this Agreement shall be
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binding upon and shall inure to the benefit of
2.
the parties and their respective heirs, personal representatives, successors and
assigns.
9. NO RIGHTS: NO OTHER OPTIONS. Xxxxxxxx hereby acknowledges that the
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approval and grant of the Option pursuant to this Agreement shall not be
construed as giving Xxxxxxxx any legal or equitable right against the
Corporation or any other person except as specifically provided in this
Agreement. Xxxxxxxx hereby acknowledges that he has no right to acquire any
shares of the stock of the Corporation by the exercise of an option except as
expressly set forth in this Agreement or in another written agreement executed
by Xxxxxxxx and the Corporation.
10. NOTICE. Except as otherwise specifically provided, any notices to be
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given hereunder shall be deemed given upon personal delivery or upon mailing
thereof, if mailed by certified mail, return receipt requested, to the following
addresses (or to such other address or addresses as shall be specified in any
notice given):
In the case of the Corporation:
Natural Horizons, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
In the case of Xxxxxxxx:
Barnet X. Xxxxxxxx
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11. RELATION TO EMPLOYMENT AGREEMENT. The Option awarded hereunder is the
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same, and not in addition to, the option for 135,000 shares of the Corporation's
common stock referenced in
3.
Section 7(c) of Xxxxxxxx'x Employment Agreement with the Corporation dated
effective May 15, 1995.
12. ENTIRE AGREEMENT. This Agreement, together with the documents and
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exhibits referred to herein, embodies the entire understanding among the parties
and merges all prior discussions or communications among them, and no party
shall be bound by any definitions, conditions, warranties, or representations
other than as expressly stated in this Agreement or as subsequently set forth in
a writing signed by the duly authorized representatives of all of the parties
hereto.
13. INTERPRETATION. This Agreement shall be construed as a whole and in
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accordance with its fair meaning. Captions are for convenience only and shall
not be used in construing meaning. This Agreement and all the schedules or
exhibits incorporated herein by reference shall be interpreted in accordance
with the laws of the State of Colorado.
14. GENDER, TENSE, ETC. Whenever the masculine, feminine or neuter
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genders are used herein, as required by the context or particular circumstance,
they shall include each of the other genders as appropriate. Whenever the
singular or plural numbers are used, they shall be deemed to be the other as
required. Wherever the present or past tense is used in this Agreement and the
context or circumstances require another interpretation, the present shall
include the past and future, the future shall include the present, and the past
shall include the present.
4.
15. SEVERABILITY. Notwithstanding paragraph 14 below, if any provision
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or any part of any provision of this Agreement shall be void or unenforceable
for any reason whatsoever, then that provision shall be stricken and of no force
and effect. The remaining provisions of this Agreement, however, shall continue
in full force and effect, and to the extent required, shall be modified to
preserve their validity.
16. ALL TERMS MATERIAL. The parties hereby expressly acknowledge and
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agree that each and every term and condition of this Agreement is of the essence
of this Agreement, constitutes a material part of the bargained-for
consideration without which this Agreement would not have been executed, and is
a material part of the Agreement.
17. NO ORAL CHANGE; AMENDMENT. This Agreement may only be changed or
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modified and any provisions hereof may only be waived in or by a writing signed
by the party against whom enforcement of any waiver, change or modification is
sought. This Agreement may be amended only in writing by mutual consent of the
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the above
date.
ATTEST: NATURAL HORIZONS, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Its:Secretary Its: Vice President
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/s/Barnet X. Xxxxxxxx
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Barnet X. Xxxxxxxx
5.
