EXHIBIT 10.9
Specialty Retail Group, Inc.
STOCK OPTION AGREEMENT
Optionee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Total Number of Shares Subject to Option: 20,000
Exercise Price Per Share: $1.00
Date of Grant: October 2, 1995 ("Grant Date")
1. GRANT OF OPTION. Specialty Retail Group, Inc., a Florida
corporation ("SRG" or the "Company"), formerly known as Institute For Laboratory
Medicine, Inc., hereby grants, as of the Grant Date, to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the
"Optionee") an option ("Option") to purchase all or any part of 20,000 shares of
common stock, $.001 par value, of the Company (the "Shares") at the exercise
price of $1.00 per Share, subject to all of the terms and conditions of: (i)
this Stock Option Agreement ("Agreement"); (ii) the Company's 1994 Stock Option
Plan attached hereto as Exhibit A (the "Plan"); and (iii) the Exercise Notice
and Agreement attached hereto as Exhibit B (the "Notice"). All capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Plan. This Option is not intended to qualify as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
2. VESTING; EXERCISE PERIOD OF OPTION. The Shares subject to this
Option shall vest, and this Option may be exercised, as to all of the Shares on
and after January 1, 1996, and the foregoing rights may be exercised up to and
including the date which is five (5) years from the Grant Date.
3. PARTIAL EXERCISE. Subject to Section 2 hereof, exercise of this
Option may be made in part at any time and from time to time, except that this
option may not be exercised as to fewer than one hundred (100) Shares unless
such exercise is made with respect to all of the Shares as to which this Option
is then exercisable.
4. MANNER OF EXERCISE.
(a) This Option shall be exercisable by delivery to the
Company of a Notice in the form attached hereto as Exhibit B which has been duly
executed and completed by the Optionee.
(b) The Notice shall be accompanied by payment of the
purchase price of the Shares being purchased as specified therein. Payment for
the Shares shall be made in cash. In addition, the Committee, in its sole and
absolute discretion, may, by written notice to the Optionee, permit payment for
Shares
purchased hereunder in any other form of legal consideration consistent with
applicable law and any rules and regulations relating thereto, including, but
not limited to, the execution and delivery of a full recourse promissory note by
the Optionee to the Company.
(c) Subject to Section 7 hereof and provided that the Notice
and payment are in form and substance satisfactory to the Committee and adequate
provision has been made for the payment of any federal, state, local or foreign
withholding obligations of the Company or any Subsidiary associated with such
exercise, the Company shall issue the full number of Shares set forth in such
Notice in the name of the Optionee or, if the Option was exercised by the
Optionee's guardian or legal representative as a result of the legal
incompetence of the Optionee, Optionee's guardian or legal representative, as
the case may be.
5. NONTRANSFERABILITY OF OPTION. During the lifetime of the
Optionee, this Option may be exercised only by the Optionee or, in the event of
the legal incompetence of the Optionee, by his guardian or legal representative.
This Option may not be transferred by the Optionee otherwise than by will or by
the laws of descent and distribution. This Option may not be assigned, pledged
or hypothecated by the Optionee whether by operation of law or otherwise, or be
made subject to execution, attachment or similar process. Any attempted
transfer, assignment, pledge or hypothecation contrary to the provisions hereof,
and the levy of any execution, attachment or similar process upon this option,
shall be null and void and without effect.
6. NO OBLIGATION TO EXERCISE OPTION. The grant of this Option
imposes no obligation on the Optionee to exercise it.
7. SECURITIES LAW REQUIREMENTS. No Shares shall be issued
hereunder unless and until: (i) the Company and the Optionee have taken all
action required to register the Shares under the Securities Act of 1933, as
amended, or to perfect an exemption from the registration requirements thereof;
(ii) any applicable listing requirement of any stock exchange on which the
Common Stock is listed has been satisfied; and (iii) any other applicable
provision of state or federal law has been satisfied. The Company shall be
under no obligation to register the Shares with the Securities and Exchange
Commission or to effect compliance with the registration or qualification
requirements of any state securities laws or stock exchange.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of
any change in capitalization affecting the Shares subject to this Option, such
as a stock dividend, stock split or
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recapitalization the Committee has the right, but not the obligation, to make
proportionate adjustments with respect to: (i) the number of Shares which are
subject to this Agreement and exercise price(s) associated therewith; and (ii)
such other matters as shall be appropriate in light of the circumstances. If
the Committee elects to so change the terms and provisions of this Agreement,
the Committee shall notify the Optionee in writing and the terms and provisions
contained therein, to the extant inconsistent with those contained herein, shall
govern in all respects.
9. INTERPRETATION. Any dispute regarding the interpretation of
this Agreement shall be submitted by the Optionee or the Company forthwith to
the Committee, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and Optionee.
10. ENTIRE AGREEMENT. The Plan and the Notice are incorporated
herein by reference. This Agreement, the Plan and the Notice constitute the
entire agreement of the parties and supersede all prior undertakings,
agreements, representations, warranties and understandings with respect to the
subject matter hereof.
11. SHAREHOLDERS' RIGHTS. Neither the nor any beneficiary or
other person claiming under or through the Optionee shall acquire any rights as
a shareholder of the Company by virtue of the Optionee having been granted the
Option hereunder. Neither the Optionee nor any beneficiary or other person
claiming under or through the Optionee will have any right, title or interest in
or to any Shares, allocated or reserved under the Plan or subject to this Option
except as to Shares, if any, that have been issued or transferred to the
Optionee. No adjustment shall be made to the Option for dividends or
distributions or other rights for which the record date is prior to the date of
the exercise of this Option;
12. NO RIGHT TO CONTINUE SERVICES OR EMPLOYMENT. Nothing
contained in this Agreement, the Plan or the Notice shall be deemed to confer
upon the Optionee any right to continue to render services to the Company, a
Subsidiary or Affiliate, or affect the right of the Company, a Subsidiary, an
Affiliate, the Board, the board of directors of a Subsidiary or an Affiliate,
the shareholders of the Company or a Subsidiary, or the holders of interests in
an Affiliate, as applicable, to terminate any consulting or employment
relationship as the case may be, of the Optionee at any time with or without
cause, reason or justification.
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13. HEADINGS. The headings contained in this agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.
14. GOVERNING LAW. This Agreement and all actions taken
hereunder shall be enforced, governed and construed by and interpreted under the
laws of the State of Florida applicable to contracts made and to be performed
wholly within such State without giving effect to the principles of conflict of
laws thereof.
15. ACKNOWLEDGEMENT. The Optionee hereby acknowledges receipt
of a copy of the Plan, represents that he has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
provisions of the Plan and this Agreement including the Notice. The Optionee
further acknowledges that there may be tax consequences upon exercise of this
Option or upon disposition of the Shares received on exercise of this Option and
will rely on his own tax adviser with respect thereto.
OPTIONEE:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SPECIALTY RETAIL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇.▇▇▇▇▇▇,
Chairman of the Board and
Chief Executive Officer
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EXHIBIT A
1994 STOCK OPTION PLAN
OF SPECIALTY RETAIL GROUP, INC.
1. Purpose
Specialty Retail Group, Inc. (the "Corporation") desires to attract
and retain the best available talent and encourage the highest level of
performance in order to continue to serve the best interests of the Corporation
and its shareholders. By affording key personnel, directors and consultants the
opportunity to acquire proprietary interests in the Corporation and by providing
them incentives to put forth maximum efforts for the success of the business,
the 1994 Stock Option Plan of Specialty Retail Group, Inc. (the "1994 Plan") is
expected to contribute to the attainment of those objectives.
2. Scope and Duration
Options under the 1994 Plan may be granted in the form of incentive
stock options ("Incentive Options") as provided in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or in the form of nonqualified
stock options ("Nonqualified Options"). (Unless otherwise indicated, references
in the 1994 Plan to "options" include Incentive Options and Nonqualified
Options.) The maximum aggregate number of shares as to which options may be
granted from time to time under the 1994 Plan is 300,000 shares of the Common
Stock of the Corporation ("Common Stock"), which shares may be, in whole or in
part, authorized but unissued shares or shares reacquired by the Corporation.
If an option shall expire, terminate or be surrendered for cancellation for any
reason without having been exercised in full, the shares represented by the
option or any portion thereof not so exercised shall (unless the 1994 Plan shall
have been terminated) become available for subsequent option grants under the
1994 Plan. As provided in paragraph 13, the 1994 Plan shall become effective on
October 26, 1994, and unless terminated sooner pursuant to paragraph 14, the
1994 Plan shall terminate on October 25, 2004, and no option shall be granted
hereunder after that date.
3. Administration
The 1994 Plan shall be administered by the Board of Directors, or by a
committee which is appointed by the Board of Directors to perform such function
(the "Committee"). The Committee shall consist of not less than two members of
the Board of Directors.
The Board of Directors or the Committee, as the case may be, shall
have plenary authority in its discretion, subject to and not inconsistent with
the express provisions of the 1994 Plan, to grant options, to determine the
purchase price of the Common Stock covered by each option, the term of each
option, the persons to whom, and the time or times at which, options shall be
granted and the number of shares to be covered by each option; to designate
options as Incentive Options or Nonqualified Options; to interpret the 1994
Plan; to prescribe, amend and rescind rules and regulations relating to the 1994
Plan; to determine the terms and provisions of the option agreements (which need
not be identical) entered into in connection with options under the 1994 Plan;
and to make all other determinations deemed necessary or advisable for the
administration of the 1994 Plan. The Board of Directors or the Committee, as
the case may be, may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Board of
Directors or the Committee, as the case may be, or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Board of Directors or the Committee, as
the case may be, or such person may have under the 1994 Plan.
4. Eligibility; Factors to be Considered in Granting Options
Incentive Options shall be limited to persons who are employees of the
Corporation or its present and future subsidiaries and at the grant of any
option are in the employ of the Corporation or its present or future
subsidiaries. In determining the employees to whom Incentive Options shall be
granted and the number of shares to be covered by each Incentive Option, the
Board of Directors or the Committee, as the case may be, shall take into account
the nature of employees' duties, their present and potential contributions to
the success of the Corporation and such other factors as it shall deem relevant
in connection with accomplishing the purposes of the 1994 Plan. An option
holder who has been granted an option or options under the 1994 Plan may be
granted an additional option or options, subject, in the case of Incentive
Options, to such limitations as may be imposed by the Code on such options.
Except as provided below, Nonqualified Options may be granted to any person,
including, but not limited to, employees, independent agents, consultants,
attorneys and non-employee directors who the Board of Directors or the
Committee, as the case may be, believes has contributed, or will contribute, to
the success of the Corporation.
5. Option Price
The purchase price of the Common Stock covered by each option shall be
determined by the Board of Directors or the
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Committee, as the case may be, and in the case of Incentive Options shall not be
less than 100% of the Fair Market Value (as defined in paragraph 15 below) of a
share of the Common Stock on the date on which the option is granted. In the
case of Nonqualified Options, the purchase price under the option shall be the
Fair Market Value. Such price shall be subject to adjustment as provided in
paragraph 12 below. The Board of Directors or the Committee, as the case may
be, shall determine the date on which an option is granted; in the absence of
such determination, the date on which the Board of Directors or the Committee,
as the case may be, adopts a resolution granting an option shall be considered
the date on which such option is granted.
6. Term of Options
The term of each option shall be not more than ten years from the date
of grant, as the Board of Directors or the Committee, as the case may be, shall
determine, subject to earlier termination as provided in paragraphs 10 and 11
below.
7. Exercise of Options
(a) The Board of Directors or the Committee, as the case may be, may,
in any case or cases, prescribe that the option will only be exercisable in
specified cumulative or noncumulative installments or provide for acceleration
of the rights of exercise provided in the option under such circumstances as it
deems appropriate.
(b) An option may be exercised, at any time or from time to time
(subject, in the case of Incentive Options, to such restrictions as may be
imposed by the Code), as to any or all full shares as to which the option has
become exercisable until the expiration of the period set forth in paragraph 6
hereof, by the delivery to the Corporation, at its principal place of business
in the Bronx, New York, of (i) written notice of exercise in the form specified
by the Board of Directors or the Committee, as the case may be, specifying the
number of shares of Common Stock with respect to which the option is being
exercised and signed by the person exercising the option as provided herein;
(ii) payment of the purchase price; and (iii) in the case of Nonqualified
Options, payment in cash of all withholding tax obligations imposed on the
Corporation by reason of the exercise of the option. Upon acceptance of such
notice, receipt of payment in full, and receipt of payment of all withholding
tax obligations, the Corporation shall cause to be issued a certificate
representing the shares of Common Stock purchased. In the event the person
exercising the option delivers the items specified in (i) and (ii) of this
subparagraph (b), but not the item specified in (iii) hereof, if applicable, the
option shall
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still be considered exercised upon acceptance by the Corporation for the full
number of shares of Common Stock specified in the notice of exercise but the
actual number of shares issued shall be reduced by the smallest number of whole
shares of Common Stock which, when multiplied by the Fair Market Value of the
Common Stock as of the date the option is exercised, is sufficient to satisfy
the required amount of withholding tax.
(c) The purchase price of the shares as to which an option is
exercised shall be paid in full at the time of exercise. Payment shall be made
(i) in cash, which may be paid by check or other instrument acceptable to the
Corporation; (ii) subject to compliance with applicable laws and regulations and
such conditions as the Board of Directors or the Committee, as the case may be,
may impose, in its sole discretion, on a case-by-case basis, by delivery of
shares of Common Stock of the Corporation owned either (x) by the option holder
prior to exercise of the option or (y) by the option holder as a result of the
exercise of the option, as is equal in value (as determined by its Fair Market
Value, as defined in paragraph 15 below, at the close of business on the last
business day before the date of delivery) to the purchase price or (iii) by
delivery of any combination of cash and such shares of the Company's Common
Stock (valued as set forth above) which, in the aggregate, is equal in value to
the purchase price; provided, however, that with respect to Incentive Options,
no such discretion may be exercised unless the option agreement permits the
payment of the purchase price in that manner.
8. Incentive Options
(a) With respect to Incentive Options granted, the aggregate Fair
Market Value (determined in accordance with the provisions of paragraph 15 at
the time the Incentive Option is granted) of the Common Stock or any other stock
of the Corporation or its current or future subsidiary corporations with respect
to which incentive stock options, as defined in Section 422A of the Code, are
exercisable for the first time by any employee during any calendar year (under
all incentive stock option plans of the Corporation and its parent and
subsidiary corporations, as those terms are defined in Section 425 of the Code)
shall not exceed $100,000.
(b) No Incentive Option may be awarded to any employee who
immediately prior to the date of the granting of such Incentive Option owns more
than 10% of the combined voting power of all classes of stock of the Corporation
or any of its subsidiaries unless the exercise price under the Incentive Option
is at least 110% of the Fair Market Value and the Option expires within 5 years
from the date of grant.
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(c) In the event of amendments to the Code or applicable regulations
relating to Incentive Options subsequent to the date hereof, the Corporation may
amend the provisions of the 1994 Plan, and the Corporation and the employees
holding options may agree to amend outstanding option agreements, to conform to
such amendments.
9. Non-Transferability of Options
Incentive Options granted under the 1994 Plan shall not be
transferable otherwise than by will or the laws of descent and distribution, and
Incentive Options may be exercised during the lifetime of the employee only by
the employee.
10. Termination of Employment
In the event that the employment of an employee to whom an option has
been granted under the 1994 Plan shall be terminated (except as set forth in
paragraph 11 below), such option may be, subject to the provisions of the 1994
Plan, exercised (to the extent that the employee was entitled to do so at the
termination of his employment) at any time within 30 days after such
termination, but not later than the date on which the option terminates;
provided, however, that any option which is held by an employee whose employment
is terminated for cause shall, to the extent not theretofore exercised,
automatically terminate as of the date of termination of employment. As used
herein, "cause" shall mean conduct amounting to fraud, dishonesty, negligence,
or engaging in competition or solicitations in competition with the Corporation,
or any of its current or future subsidiaries, and breaches of any applicable
employment agreement between the Corporation, or any of its current or future
subsidiaries, and such employee. Options granted to employees under the 1994
Plan shall not be affected by any change of duties or position as long as the
holder continues to be a regular employee of the Corporation or any of its
current or future subsidiaries. Any option agreement or any rules and
regulations relating to the 1994 Plan may contain such provisions as the Board
of Directors or the Committee, as the case may be, shall approve with reference
to the determination of the date employment terminates and the effect of leaves
of absence. Nothing in the 1994 Plan or in any option granted pursuant to the
1994 Plan shall confer upon any employee any right to continue in the employ of
the corporation or any of its subsidiaries or interfere in any way with the
right of the Corporation or any such subsidiary to terminate such employment at
any time.
11. Death of Employee
If an employee to whom an option has been granted under the 1994 Plan
shall die while employed by the Corporation or a
5
subsidiary or within 30 days after the termination of such employment (other
than termination for cause), such option may be exercised, to the extent
exercisable by the employee on the date of death, by a legatee or legatees of
the employee under the employee's last will, or by the employee's personal
representatives or distributees, at any time within six months after the date of
the employee's death, but not later than the date on which the option
terminates.
12. Adjustments Upon Changes in Capitalization, Etc.
Notwithstanding any other provision of the 1994 Plan, the Board of
Directors or the Committee, as the case may be, may, at any time, make or
provide for such adjustments to the 1994 Plan, to the number and class of shares
issuable thereunder or to any outstanding options as it shall deem appropriate
to prevent dilution or enlargement of rights, including adjustments in the event
of changes in the outstanding Common Stock by reason of stock dividends, split-
ups, recapitalization, mergers, consolidations, combinations or exchanges of
shares, separations, reorganizations, liquidations and the like. In the event
of any offer to holders of Common Stock generally relating to the acquisition of
their shares, the Board of Directors or the Committee, as the case may be, may
make such adjustment as it deems equitable in respect of outstanding options and
rights, including in its discretion revision of outstanding options and rights
so that they may be exercisable for the consideration payable in the acquisition
transaction. Any such determination by the Board of Directors or the Committee,
as the case may be, shall be conclusive. Any fractional shares resulting from
such adjustments shall be eliminated.
13. Effective Date
The 1994 Plan shall become effective on October 26, 1994, provided
that the shareholders of the Corporation shall have, on or before October 25,
1995, approved the 1994 Plan. Options may be granted under the 1994 Plan prior
to such approval, but each such option shall be subject to such approval of the
1994 Plan by the shareholders of the Corporation. If the 1994 Plan shall not be
so approved, all options granted thereunder shall be of no effect. The date of
grant of any option granted prior to such approval by the shareholders shall be
determined for all purposes as if the option had not been subject to such
approval; provided, however, no option granted under the 1994 Plan may be
exercised prior to the approval of the 1994 Plan by the shareholders of the
Corporation.
14. Termination and Amendment
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The Board of Directors of the Corporation may suspend, terminate,
modify or amend the 1994 Plan, provided that any amendment that would increase
the aggregate number of shares which may be issued under the 1994 Plan,
materially increase the benefits accruing to participants under the 1994 Plan,
or materially modify the requirements as to eligibility, for participation in
the 1994 Plan, shall be subject to the approval of the Corporation's
shareholders, except that any such increase or modification that may result from
adjustments authorized by paragraph 12 does not require such approval. No
suspension, termination, modification or amendment of the 1994 Plan may, without
the consent of the option holder to whom an option shall theretofore have been
granted, affect the rights of such option holder under such option.
15. Miscellaneous
As said term is used in the 1994 Plan, the "Fair Market Value" of a
share of Common Stock on any day means: (a) if the principal market for the
Common Stock is a national securities exchange or the NASDAQ National Market
System, the closing sales price of the Common Stock on such day as reported by
such exchange or market system, or on a consolidated tape reflecting
transactions on such exchange or market system, or (b) if the principal market
for the Common Stock is not a national securities exchange or the NASDAQ
National Market System and the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System, the mean between
the closing bid and the closing asked prices for the Common Stock on such day as
quoted on such System, or (c) if the principal market for the Common Stock is
not a national securities exchange or the NASDAQ National Market System and the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotations System, the mean between the highest bid and lowest asked
prices for the Common Stock on such day as reported by the National Quotation
Bureau, Inc.; provided that if clauses (a), (b) and (c) of this paragraph are
all inapplicable, or if no trades have been made or no quotes are available for
such day, the Fair Market Value of Common Stock shall be determined by the Board
of Directors or the Committee, as the case may be, and such determination shall
be conclusive as to the Fair Market Value of the Common Stock.
The Board of Directors or the Committee, as the case may be, may
require, as a condition to the exercise of any options granted under the 1994
Plan, that to the extent required at the time of exercise (i) the shares of
Common Stock reserved for purposes of the 1994 Plan shall be duly listed, upon
official notice of issuance, upon stock exchange(s) on which the Common Stock is
listed, (ii) a Registration Statement under the Securities Act of 1933, as
amended, with respect to such shares
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shall be effective, and/or (iii) the person exercising such option deliver to
the Corporation such documents, agreements and investment and other
representations as the Board of Directors or the Committee, as the case may be,
shall determine to be in the best interests of the Corporation.
During the term of the 1994 Plan, the Board of Directors or the
Committee, as the case may be, in its discretion, may offer one or more option
holders the opportunity to surrender any or all unexpired options for
cancellation or replacement. If any options are so surrendered, the Board of
Directors or the Committee, as the case may be, may then grant new Nonqualified
or Incentive Options to such holders for the same or different numbers of shares
at higher or lower exercise prices than the surrendered options. Such new
options may have a different term and shall be subject to the provisions of the
1994 Plan the same as any other option.
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EXHIBIT B
OPTION EXERCISE NOTICE AND AGREEMENT
Specialty Retail Group, Inc.
Attention: Corporate Secretary
1. EXERCISE OF OPTION. The undersigned ("Purchaser") hereby elects
to purchase _____ shares (the "Shares") of common stock, $.001 par value, of
Specialty Retail Group, Inc. (the "Company"), pursuant to the stock option
agreement dated as of October 2, 1995, by and between Purchaser and the Company
(the "Option"). All capitalized terms not otherwise defied herein shall have
the meanings set forth in the Plan.
2. REPRESENTATIONS OF PURCHASER. Purchaser represents and warrants
to the Company that:
(a) Purchaser has received, read and understands: (i) the
Option; and (ii) this Option Exercise Notice and Agreement ("Agreement") and
agrees to be bound by the terms and conditions thereof.
(b) Purchaser has access to all information regarding the
Company and its present and prospective business, assets, liabilities and
financial condition which have been filed with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Act of 1934, as amended (the
"Exchange Act"), and Purchaser has had the opportunity to ask questions of the
Company's representatives concerning such matters and this investment.
(c) Purchaser is fully aware that investment in the Shares
involves risk and that no assurances can be given as to the future performance
of the Shares.
(d) If Purchaser is "directly or indirectly the beneficial owner
of more than 10 per centum" of the Shares, or an "officer" or "director" of the
Company, within the meaning of Section 16 of the Exchange Act, Purchaser
recognizes that the Shares purchased hereby may give rise to liability to the
Company for short swing profits under Section 16 of the Exchange Act.
(e) Purchaser is acquiring the Shares for Purchaser's own
account and for investment and not with a view to distribution. The Purchaser
understands that such Shares may not have been registered under the Securities
Act of 1933, as amended, and, accordingly, such Shares may not be sold or
transferred in the absence of such registration or exemption therefrom under
said Act,
(f) Purchaser is not purchasing the Shares on the basis of
material information which has not been publicly disclosed.
(g) If Purchaser effects a transfer of any of the Shares
purchased hereby which does not comply with applicable law or any of the
provisions of this Agreement, Purchaser agrees to indemnify and hold the Company
harmless from any loss, liability, claim, damage or expense occasioned thereby,
including, without limitation, reasonable attorney's fees and costs of suit.
(h) Purchaser acknowledges and understands that no United States
federal or state agency has passed upon or made any recommendation or
endorsement of the Shares purchased hereby.
(i) Purchaser is fully aware of the tax consequences associated
with the exercise of the Option and the disposition of the Shares acquired
thereby.
3. RESTRICTIVE LEGEND AND STOP TRANSFER ORDERS.
(a) LEGEND. Purchaser understands and agrees that the Company
may, in its discretion, cause the legend set forth below, or a legend
substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares purchased hereby, together with any other
legends that may be required by state or federal securities laws:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT.
(b) STOP TRANSFER INSTRUCTIONS. Purchaser agrees that, in order
to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent with
respect to the Shares purchased hereby.
(c) REFUSAL TO TRANSFER. The Company shall not be required:
(i) to transfer on its books any Shares that have
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been sold or otherwise transferred in violation of applicable law or any of the
provisions of this Agreement; or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.
4. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Purchaser or by the Company forthwith to the
Compensation Committee of the Board of Directors, which shall review such
dispute at its next regular meeting. The resolution of such a dispute by such
Committee shall be final and binding on the Company and Purchaser.
5. NOTICE. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States mail by certified or registered mail, return
receipt requested, with postage and fees prepaid, addressed to the other party
at its address as shown below beneath its signature, or to such other address as
such party may designate in writing from time to time to the other party.
6. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
7. ENTIRE DOCUMENT. The Option is incorporated herein by reference.
This Agreement and the Option constitute the entire agreement of the parties and
supersede all prior undertakings, agreements, representations, warranties and
understandings with respect to the subject matter hereof.
8. HEADINGS. The headings contained in this Agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.
9. GOVERNING LAW. This Agreement and all action taken hereunder
shall be enforced, governed and construed by and interpreted under the laws of
the State of Florida applicable to contracts made and to be performed wholly
within such State without giving effect to the principles of conflict of laws
thereof.
10. PURCHASE PRICE; DELIVERY OF PAYMENT; WITHHOLDING. The purchase
price of the Shares purchased hereunder is $_____, being equal to the number of
Shares to be purchased hereunder pursuant to the exercise of the Option
described in Paragraph 1 hereof, multiplied by the exercise price as set forth
in the
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Option. Purchaser hereby pays the purchase price of $_____ in full by delivery
of $_____ in cash.
In addition, Purchaser hereby delivers to the Company the amount of
$__________, representing the amount required to be withheld by the Company in
respect of withholding taxes in connection with the exercise of the Option
hereby.
IN WITNESS WHEREOF, Purchaser has executed this Agreement this _____
day of ________, 199__.
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Name:
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Address:
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RECEIPT
Receipt of this Agreement together with payment in the amount of
$______ for ________ Shares in connection with the exercise of all or part of an
option granted to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, together with the amount of $________
representing the payment in respect of withholding taxes as set forth in Section
10 of the Option Exercise Notice and Agreement, is hereby acknowledged.
SPECIALTY RETAIL GROUP, INC.
By:
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Corporate Secretary
Date:
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