RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," is made as of the 30th day of October 1996,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and MILES ▇. ▇▇▇▇▇ (the "OPTIONEE"), residing at
_________________________________________________.
In consideration for the OPTIONEE's agreement to (i) waive his rights to
all previously granted stock options in the COMPANY, (ii) amend his Employment
Agreement with the Company to reduce his annual salary to $75,000 per year (in
the form attached hereto as Exhibit "A"), and (iii) convert the short-term
$50,000 indebtedness of the COMPANY to a promissory note due and payable on June
30, 1999 (in the form attached hereto as Exhibit "B"), the Board of Directors of
the COMPANY hereby grants an option on 360,000 shares of common stock of the
COMPANY ("Common Stock") to the OPTIONEE at the price and in all respects
subject to the terms, definitions and provisions of the Agreement.
1. OPTION PRICE. The option price is $.50 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement and is exercisable from the earlier
of (i) the date that 100 Units, consisting of 10% Convertible Subordinated
Debentures and shares of Common Stock, are subscribed pursuant to a Private
Placement Memorandum dated October 31, 1996 or as such offering may be extended
by the Board of Directors, or (ii) June 30, 2006, until the close of business on
December 31, 2006.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
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2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of this
Option, the COMPANY may require the person exercising this Option to comply with
applicable laws or regulations.
2.4 ALTERNATIVE FORMS OF PAYMENT OF THE PURCHASE PRICE. In addition
to payment of the purchase price of those shares with respect to which the
Option is being exercised in cash, as specified in Section 2.2 (d) above, the
purchase price of the shares with respect to which the Option is being exercised
may be paid (i) by forgiveness of indebtedness owed by the COMPANY to the
OPTIONEE; (ii) by delivery to the COMPANY of shares of Common Stock of the
COMPANY equal in value, based on the "fair market value" (as hereinafter
defined), to the exercise price; (iii) by reducing the number of shares to be
delivered to the OPTIONEE upon exercise of the option by such number of shares
of Common Stock equal in value, based on the "fair market value" (as hereinafter
defined), to the exercise price; or (iv) by the delivery, concurrently with such
exercise, of a properly executed exercise notice for the option and irrevocable
instructions to a broker promptly to deliver to the COMPANY the purchase price
for the shares with respect to which the Option is being exercised or from the
proceeds of a loan being secured by the option shares. The term "fair market
value" shall mean the average over the previous five trading days of the
reported closing sales price on the Nasdaq Small Cap Market, the Nasdaq National
Market System, or such other national securities exchange on which the COMPANY's
shares may be traded, or if not trading on the Nasdaq Small Cap Market, the
Nasdaq National Market System, or a national securities exchange, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any New York Stock Exchange member firm selected from time to time by the
COMPANY for that purpose.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinon of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR STOCK SPLITS. Neither
the number of shares subject to the Option nor the exercise price shall be
subject to adjustment upon a change in capitalization, stock split, or under any
other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to its then primary business
address, to the attention of the Secretary of the COMPANY. Each notice to the
OPTIONEE or other person or persons then entitled to exercise the Option shall
be addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
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7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should arise
under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
THE COMPANY:
RENAISSANCE GOLF PRODUCTS, INC.
a Delaware corporation
By: ________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman of the Board
(CORPORATE SEAL)
THE OPTIONEE:
_____________________________________
MILES ▇. ▇▇▇▇▇
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