EXHIBIT 10.1
UNIVERSAL HEIGHTS, INC.
STOCK OPTION AGREEMENT
This agreement, dated as of May 1, 1995, is made between Universal
Heights, Inc., a Delaware corporation, having its principal offices at 00000
X.X. 00xx Xxxxxx, Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000 (the "Company"), and
Xxxxxxx X. Xxxxx (the "Optionee").
W I T N E S S E T H :
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1. GRANT OF OPTION. As set forth in this agreement by and among the
Company and Optionee, the Company hereby grants to the Optionee, subject to the
terms and conditions herein set forth, the right and option (the "Option") to
purchase from the Company, all or any part of an aggregate of forty-five
thousand (45,000) shares of Common Stock, par value $ .01 per share, of the
Company (the "Stock") at a purchase price per share of $____.
2. TERMS AND CONDITIONS. It is understood and agreed that this Option, and
the exercise of said Option, is subject to the terms and conditions set forth
herein.
3. LIMITATION ON EXERCISE OF OPTIONS. This Option shall vest and be
exercisable in the following manner with respect to all of the shares of Common
Stock provided for hereunder on the date the Company achieves, as certified by
the Company's independent auditors, the following annual sales volumes for
Bistro trademarked products.
4. EXPIRATION OF OPTION. This Option shall not be exercisable after 5:00
p.m. E.S.T. on May 1, 2005.
5. NON-ASSIGNABILITY OF OPTION. This option shall not be given, granted,
sold, exchanged, transferred, pledged, assigned or otherwise incumbered or
disposed of by the Optionee, otherwise than by will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by him, unless with the written approval of the
Company's Board of Directors.
6. METHOD OF EXERCISE OF OPTION. The Optionee shall notify the Company by
written notice sent by registered or certified mail, return receipt requested,
addressed to its principal office, or by hand delivery to such office, properly
receipted, as to the number of shares of stock the Optionee desires to purchase
under this Option, which written notice shall be accompanied by the Optionee's
check payable to the order of the Company for the full option price of such
shares of stock. As soon as practicable after the receipt of such written notice
the Company shall, at its principal office, tender to the Optionee a certificate
or certificates issued in the Optionee's name evidencing the shares of stock
purchased by the Optionee hereunder. The Company agrees if requested by Optionee
to lend money to Optionee, guarantee a loan to Optionee, or otherwise assist
Optionee to obtain the cash necessary to exercise all or a portion of Option
granted hereunder. If the exercise price is paid in whole or part with the
Optionee's promissory note, such note shall at the Company's option, (i) provide
for full recourse to the maker, (ii) be collateralized by the pledge of the
Stock that the Optionee purchases upon exercise of such Option, (iii) bear
interest at the prime rate.
7. REGISTRATION RIGHTS. The Company agrees that it shall include all
shares of Stock subject to purchase by the Optionee's exercise of his Option in
a Registration Statement on Form S-8 with the U.S. Securities and Exchange
Commission.
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8. INVESTMENT REPRESENTATION. The Optionee represents that at the time of
any exercise of this Option, where the shares of Stock are not registered under
the Securities Act of 1933, as amended, such Stock will be acquired for
investment and not for resale or with a view to the distribution thereof.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends,
split-up, recapitalizations, mergers, consolidations, combinations, exchanges of
shares, separation, reorganizations, or liquidations, the number of shares of
Stock issuable upon the exercise of this Option, the option price thereof and
any limitation on exercise set forth in Section 3 hereof shall be
correspondingly adjusted by the Company. Any such adjustment in the number of
shares of Stock shall apply proportionately to only the then unexercised portion
of this Option. If fractional shares would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of shares.
10. NO RIGHTS AS STOCKHOLDER. This Optionee shall have no rights as a
Stockholder in respect to the shares of stock as to which this Option shall not
have been exercised and payment made as herein provided.
11. BINDING EFFECT. Except as herein otherwise expressly provided, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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13. NOTICES. Any notice hereunder shall be delivered by hand or by
registered or certified mail, return receipt requested, to a party at its
address set forth above with a copy to Kipnis, Tescher, Lippman, Valinsky, &
Kain at Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, Xx 00000, subject to
the right of either party to designate at any time hereafter, in writing, some
other address.
14. COUNTERPARTS. This Agreement may be exercised in counterparts, each of
which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Universal Heights, Inc. has caused this Agreement to
be executed by an appropriate officer and the Optionee has executed this
Agreement, both as of the day and year first written.
UNIVERSAL HEIGHTS, INC.
By:____________________________
Xxxxxxx X. Xxxxx
President
________________________________
Xxxxxxx X. Xxxxx, Optionee
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