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EXHIBIT 10.21
THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT
OR AN OPINION OF COUNSEL TO THE COMPANY IS OBTAINED STATING THAT SUCH
DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION.
___________________
JAKKS PACIFIC, INC.
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., P.S.T., on AUGUST 28, 2002
Option to Purchase 10,000
Shares of Common Stock
CERTIFICATE OF OPTION AGREEMENT
FOR THE PURCHASE OF SHARES OF COMMON STOCK
August 28, 1997
JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), having
its principal executive offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereby certifies that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ASSOCIATES (the
"Optionee"), having an address at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, is entitled, subject to the provisions of this option (the
"Option") and the Company's Second Amended and Restated 1995 Stock Option Plan,
a copy of which is annexed hereto as Exhibit A (the "Plan"), to purchase, from
the Company, during the period commencing on August 28, 1997 and expiring at
5:00 p.m. Pacific Standard Time on August 28, 2002, up to TEN THOUSAND (10,000)
shares of Common Stock, par value $.001 per share, of the Company (the "Stock")
at a price of $6.875 per share (the "Exercise Price"), to be exercisable as
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hereinafter provided.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Option, the Company shall
execute and deliver a new Option of like tenor and date.
The Optionee agrees with the Company that this Option is issued, and
all the rights hereunder shall be held, subject to all of the conditions,
limitations and provisions set forth herein.
1. Exercise of Option. The Optionee's right to exercise this
Option, in whole or in part, shall vest immediately with respect to all ten
thousand (10,000) shares available hereunder.
2. Expiration of Option. This Option shall not be exercisable after
5:00 p.m. P.S.T. on August 28, 2002.
3. 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 or pursuant to a domestic relations order as
defined by the Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Securities Act, or the rules thereunder, and, during
the lifetime or existence of the Optionee, shall not be exercisable by any
other person, but only by the Optionee.
4. 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 which 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.
5. Death of Optionee or Termination of Services. If the services of
Optionee shall be terminated by the Company for cause, then this Option shall
expire forthwith. If such services shall terminate for any other reason
(including the death or disability of the Optionee), then this Option may be
exercised at any time within one (1) year after such termination, subject to
the provisions of the Plan. In the event of the death of Optionee, this Option
may be exercised by Optionee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or by reason of the death of
Optionee at any time within one (1) year after such death. Provided, however,
that nothing in this Section 5 shall extend the term of this Option beyond
August 28, 2002, nor give any person the right
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to purchase shares of Stock subject to this Option which could not be purchased
by the Optionee prior to death.
6. 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. Upon exercise of this Option and the issuance of any of the shares
thereunder, all certificates representing shares shall bear on the face thereof
substantially the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW
OR AN EXEMPTION FROM REGISTRATION AND AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO JAKKS PACIFIC, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED."
7. Anti-Dilution.
7.1 Adjustments. In the event that the Company shall have
effected one or more stock splits, reverse splits, or readjustments, stock
dividends, or other increases or reductions of the number of outstanding shares
of Common Stock of the Company, or issued as dividends on the outstanding
shares of Common Stock of the Company other securities convertible into shares
of Common Stock of the Company, without receiving compensation therefor in
money, services or property (any such event being hereinafter referred to as a
"Dilutive Event"), the Optionee shall be entitled to receive for the aggregate
payments to be made by him for the Stock, the number of shares of Common Stock
or other securities the Optionee would have been entitled to receive as a
result of any such Dilutive Event if the Optionee had immediately prior to such
Dilutive Event exercised this Option and paid for and received the Stock. If
fractional shares would result from any such adjustment, the adjustment shall
be revised to the next lower whole number of shares.
7.2 Merger, Consolidation or Recapitalization. In the event
of the recapitalization, merger or consolidation of the Company with or into
another corporation the Optionee shall be entitled to receive upon payment of
the Exercise Price, such securities of such other corporation with or into
which the Company shall have been merged or consolidated as the Optionee would
have received if such Optionee had immediately prior to such recapitalization,
merger or consolidation exercised this Option and paid for and received
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the Stock.
8. No Rights as Stockholder. The Optionee shall have no rights as a
Stock Holder in respect to the shares of Stock as to which this Option shall
not have been exercised and payment made as herein provided.
9. 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.
10. Qualification or Exemption of Option. The sale of the Option
(and underlying shares of Stock) which is the subject of this agreement has not
been qualified with the Commissioner of Corporations of the State of California
and the issuance of the Option and the underlying shares of Stock or the
payment or receipt of any part of the consideration therefore prior to the
qualification is unlawful, unless the sale of such securities is exempt from
qualification by Section 25100, 25102 or 25105 of the California Corporations
code. The rights of all parties to this agreement are expressly conditioned
upon the qualification being obtained, unless the sale is so exempt.
11. Optionee Bound by Plan. The Optionee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof, including the terms and provisions adopted after the granting of this
Option, but prior to complete exercise hereof.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
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 Feder, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
& Bass LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, subject to the
right of either party to designate at any time hereafter, in writing, some
other address.
IN WITNESS WHEREOF, each of the Company and the Optionee has caused
this Option to be executed as of the day and year first above written.
JAKKS PACIFIC, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
President
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ASSOCIATES
By:
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OPTION EXERCISE FORM
(To be executed by the Optionee to exercise the rights
to purchase Common Stock evidenced by the within Option)
JAKKS PACIFIC, INC.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The undersigned hereby exercises the right to purchase _______ shares
of the Stock (as such term is defined in this Option) pursuant to and in
accordance with the terms and conditions of this Option, and herewith makes
payment of $__________ therefor, and requests that a certificate for such
shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below, and, if such number of shares shall
not be all of the shares purchasable hereunder, that a new Option of like tenor
for the balance of the remaining shares purchasable hereunder be delivered to
the undersigned at the address stated below:
Dated: Signed:_____________________________
Address: