EXHIBIT 10.4
Stage II Apparel Corp.
1998 NONQUALIFIED STOCK OPTION PLAN-A
OPTION AGREEMENT
OPTION AGREEMENT dated as of May 11, 1998 (the "Effective Date") between
Stage II Apparel Corp., a New York corporation (the "Company"), and the
undersigned option holder (the "Optionee").
In consideration of the services to be rendered to the Company by the
Optionee and to provide the Optionee with a greater interest as a shareholder
in the success of the Company, the Compensation Committee (the "Committee")
of the Board of Directors of the Company (the "Board") has granted to the
Optionee an option to purchase shares of SA Common in accordance with the
provisions of the Company's 1998 Nonqualified Stock Option Plan-A (the
"Plan"). Accordingly, the parties hereto agree as follows.
1 Grant of Option. The Company, by action of the Committee, hereby grants
to the Optionee the right and option (the "Option") to purchase the number of
shares of SA Common (the "Option Shares") at the exercise prices and during
the periods set forth below:
Vesting Date-- Expiration Date--
Option Shares Subject Years After Exercise Years After
Series To Option Effective Date Price Effective Date
------ --------- -------------- -------- ---------------
A 300,000 One $.75 Five
B 300,000 Two $.75 Six
C 300,000 Three $.75 Seven
2 Exercise of Option.
(1) At any time after a vesting date set forth in Section 1, the vested
portion of the Option shall be exercisable in whole or in part until the
expiration date for that Option Series set forth in Section 1. Each Option
Series shall be subject to accelerated vesting pursuant to Section 7 of the
Plan.
(2) To the extent vested, the Option may be exercised by the Optionee
delivering to the Company a written notice (an "Exercise Notice") signed by
the Optionee stating the number of Option Shares that the Optionee has
elected to purchase and accompanied by payment (in the form prescribed by
Section 9 of the Plan) of an amount equal to the full purchase price for the
Shares to be purchased. Following receipt by the Company of the Exercise
Notice and full
payment of the purchase price for the Option Shares covered thereby, the
Company shall instruct its transfer agent to issue, as soon as practicable, a
certificate representing the Option Shares so purchased in the name of the
Optionee or any nominee designated in the Exercise Notice and to deliver the
certificate to the Optionee or any designated nominee.
3 Non-Transferability of Option. The Option is not be transferable other
than by will or by the laws of descent and distribution and may be exercised
during the Optionee's lifetime only by the Optionee.
4 Incorporation of Plan. The Option is subject to, and governed by, the
terms and conditions of the Plan, which are hereby incorporated by reference.
This Agreement, including the Plan incorporated by reference herein, is the
entire agreement among the parties with respect to the subject matter and
supersedes all prior agreements and understandings.
5 Governing Law. This Agreement, as well as the grant of the Option and
issuance of the Shares, shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
STAGE II APPAREL CORP.
By:__________S/_____________________
▇▇▇▇ ▇▇▇▇▇, Chairman
Optionee:
_____________S/_____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
