THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC
EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING IN
WHICH THE SECURITIES WERE OFFERED. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
LAW, IF SUCH REGISTRATION IS REQUIRED.
OPTION AGREEMENT
THIS OPTION AGREEMENT, effective as of the 7th day of March, 2000, by and
between Xxxxxxx Central Holdings, Inc., a Delaware corporation (the "Company"),
and Mestek, Inc., a Pennsylvania corporation (the "Optionee").
WITNESSETH:
WHEREAS, the Company has entered into a Second Amended and Restated
Agreement and Plan of Merger and Investment Agreement by and among the Company,
Optionee, a wholly-owned subsidiary of Optionee and certain additional parties
(the "Merger Agreement").
WHEREAS, in connection with the Merger Agreement the Company has sold to
Optionee, and Optionee has purchased from the Company, certain securities of the
Company as more particularly described in the Merger Agreement.
WHEREAS, pursuant to and in accordance with the terms and conditions of
Section 3.3 of the Merger Agreement, the Company and Optionee desire to enter
into this Agreement with respect to an option on certain shares of common stock
of the Company (the "Common Stock") in order to set forth the terms and
conditions upon which such option shall be granted by the Company and exercised
by Optionee.
NOW, THEREFORE, in consideration of the mutual benefits to each party, it
is agreed as follows:
1. Grant of Option. Subject to the terms and conditions set forth herein,
Optionee shall have the right to purchase a number of shares of Common Stock
equal to 0.8518518 (the "Ratio") multiplied by the number of "Scheduled
Option/Warrant Shares" (as defined below); such shares hereinafter are referred
to as the "Option Shares," and this option hereinafter is referred to as the
"Option". "Scheduled Option/Warrant Shares" means those shares of Common Stock
which may be, subject to various agreements evidencing "Scheduled
Options/Warrants" (as defined below), purchased by "Scheduled Option/Warrant
1
Holders" (as defined below), as set forth in Schedule A. The aggregate number of
Scheduled Option/Warrant Shares shall be equal to the aggregate number of shares
subject to Scheduled Option/Warrants. "Scheduled Option/Warrants" shall mean
those options and warrants set forth on Schedule A which have been, on or before
the date hereof, granted to Scheduled Option/Warrant Holders. "Scheduled
Option/Warrant Holder(s)" shall mean those individuals who have been granted
Scheduled Option/Warrants on or before the date hereof. The Company represents
and warrants that Schedule A sets forth all outstanding options and warrants of
the Company as of the date hereof. Notwithstanding anything in this Agreement to
the contrary, Scheduled Option/Warrant Shares shall also be deemed to include
any shares of Common Stock issuable as of the date hereof in connection with any
outstanding rights to receive shares of Common Stock from or relating to the
Company's 1997 reverse stock split.
2. Exercise of Option.
(a) Vesting of Option Contingent Upon Exercise of Scheduled
Options/Warrants and Purchase of Scheduled Option/Warrant Shares. Immediately
upon the exercise after the date hereof of any Scheduled Option/Warrants and
purchase of Scheduled Option/Warrant Shares by a Scheduled Option/Warrant Holder
(a "Vesting Event"), the Option shall become exercisable with respect to the
number of Option Shares equal to the Ratio multiplied by the number of Scheduled
Option/Warrant Shares purchased by such Scheduled Option/Warrant Holder (the
"Vesting Event Number") at the same price per share as such Scheduled
Option/Warrant Shares were purchased (the "Vesting Event Price"). Prior to the
occurrence of a Vesting Event, no portion of the Option shall be exercisable by
Optionee, and Option Shares shall become subject to purchase under the terms and
provisions of the Option only to the extent that Vesting Events occur as set
forth in the preceding sentence.
(b) Notification of Exercise of Scheduled Options/Warrants. Each time
any Vesting Event occurs, the Company shall promptly, and in no event later than
ten (10) days following such Vesting Event, notify Optionee of the Vesting Event
Number and the Vesting Event Price with respect to such Vesting Event, and the
date on which such Vesting Event occurred.
(c) Method of Exercise and Payment. When Option Shares become subject
to purchase upon the occurrence of a Vesting Event, the Option Shares which
Optionee desires to purchase may be exercised by Optionee's delivery to the
Secretary of the Company of one or more Notices of Exercise, in the form of
Schedule B, each accompanied by payment in full of the "Option Price" (as
defined below). Such delivery must be made within one hundred eighty (180) days
of the date on which Optionee received notice of the Vesting Event from the
Company. The "Option Price" shall be an amount equal to the number of Option
Shares purchased multiplied by the Vesting Event Price, and shall be paid by
cashier's check payable to the Company or by wire transfer of immediately
available funds to an account designated from time to time by the Company for
such purpose.
3. Termination of Option and Option Rights. The Option shall not be
exercisable either in whole or in part 180 days after the date on which Optionee
receives notice from the Company that all Scheduled Options/Warrants have either
expired and are no longer exercisable, or have been fully exercised.
Furthermore, portions of the Option shall terminate (and Option Shares shall no
longer be subject to purchase by Optionee) as follows:
2
(a) Partial Termination Upon Failure to Exercise. Upon the occurrence
of a Vesting Event, any Option Shares which become subject to purchase by
Optionee in accordance with the provisions of Section 2 above and which Optionee
fails to purchase within 180 days of the date of receipt of notice by Optionee
of such Vesting Event, shall cease to be subject to purchase under the Option,
and such portion of the Option shall no longer be exercisable.
(b) Partial Termination Upon Termination of Underlying Scheduled
Option/Warrants. To the extent that any Scheduled Option/Warrant Shares are no
longer subject to purchase by a Scheduled Option/Warrant Holder due to the
expiration or termination of all or a portion of a Scheduled Option/Warrant, or
for any other reason, any Option Shares which could have become subject to
purchase by Optionee in accordance with the provisions of Section 2 above with
respect to a Vesting Event involving such Scheduled Option/Warrant Shares shall
cease to be subject to purchase under the Option, and such portion of the Option
shall no longer be exercisable.
4. Notification of Change in Control Transaction. In the event the Company
proposes or becomes aware of a "Change in Control Transaction," the Company
shall promptly, and in no event later than ten (10) days following the proposal
of such Change in Control Transaction, notify the Optionee of such Change in
Control Transaction. "Change in Control Transaction" shall mean any transaction
wherein the Company (i) consolidates with or merges into any other corporation
and is not the continuing or surviving corporation of such consolidation or
merger, or (ii) permits any other corporation to consolidate with or merge into
the Company and the Company is the continuing or surviving corporation but, in
connection with such consolidation or merger, the Common Stock is changed into
or exchanged for stock or other securities of any other corporation or cash or
any other assets, or (iii) transfers all or substantially all of its properties
and assets to any other corporation, or (iv) effects a capital reorganization or
reclassification of the capital stock of the Company in such a way that holders
of Common Stock shall be entitled to receive stock, securities, cash or assets
with respect to or in exchange for Common Stock.
5. Registration Rights. The Option Shares shall be subject to, and shall
deemed to be "Registrable Shares" within the meaning of, Section 4.1 of the
Merger Agreement relating to registration rights.
6. Reservation of Shares; Validity of Issuance. The Company covenants and
agrees that it shall reserve for issuance upon the exercise of this Option and
keep available out of its authorized but unissued Common Stock, such number of
shares of Common Stock for which this Option shall from time to time be
exercisable. The Company represents and warrants that all shares issued upon the
exercise of this Option will, upon issuance, be fully paid and nonassessable and
be free from all liens and charges in respect of their issuance, with all taxes
payable by the Company with respect to such issuance fully paid by the Company.
7. Adjustments for Stock Splits and Combinations. If presently outstanding
shares of Common Stock shall be subdivided into a greater number of shares, or a
dividend in Common Stock or other securities of the Company convertible or
exchangeable into shares of Common Stock (in which latter event the number of
3
shares of Common Stock issuable upon the conversion or exchange of such
securities shall be deemed to have been distributed), shall be paid in respect
to the Common Stock (but in all cases excluding any such events if material
value is paid to the Company in connection therewith), (a) the number of shares
of Common Stock which may be acquired by the Optionee upon the exercise of this
Option shall, simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend, be proportionately
increased, and (b) the Option Price shall be adjusted, to the same extent and in
the same manner that the number of shares subject to, and the exercise price of,
the Scheduled Options/Warrants are increased or adjusted, as the case may be.
Conversely, if the outstanding shares of Common Stock shall be combined into a
smaller number of shares, the number of shares of Common Stock which may be
acquired by the Optionee upon the exercise of this Option shall, simultaneously
with the effectiveness of such combination, be proportionately reduced, and the
Option Price shall be adjusted in accordance herewith.
8. Agreement of Optionee. Optionee hereby agrees to hold all of the Option
Shares acquired by Optionee pursuant to Optionee's exercise of this Option for
investment purposes and not with a view to resale or distribution thereof to the
public. Optionee hereby agrees to execute such documents as the Board of
Directors of the Company may require with respect to state and federal
securities laws and any restrictions on the resale of the Option Shares which
may be applicable.
9. No Impairment. The Company will not, by amendment of its Restated
Articles or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by the Company under this Option, but will at all times in
good faith assist in the carrying out of all the provisions of this Option and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of Optionee. The Company shall not amend, adjust or
substitute any of the Scheduled Options/Warrants in a manner that would impair
the rights of Optionee under this Option Agreement without the prior written
consent of Optionee.
10. No Voting Rights. This Option shall not entitle Optionee to any voting
rights or other rights as a stockholder of the Company, and no dividend or
interest shall be payable or accrue in respect of this Option or the interest
represented by or the shares purchasable under this Option until and unless, and
except to the extent that, this Option shall be exercised.
11. Stock Certificates. The issuance of stock certificates upon the
exercise of this Option shall be made without charge to Optionee for any tax
(other than (i) income taxes and (ii) transfer taxes resulting from issuance of
stock certificates to a person other than Optionee) in respect of the issue of
such stock. Optionee shall for all purposes be deemed to have become the holder
of record of the shares issued upon exercise of this Option on the date both the
Option Price and the Notice of Exercise are delivered to the Company,
irrespective of the date of delivery of the certificate for such shares, except
that, if the date the Notice of Exercise and the Option Price are delivered to
the Company is a date the Company is closed for business, Optionee shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the Company is open for business. Such
certificates evidencing the shares of Common Stock issued pursuant to the
exercise of this Option shall bear restrictive legends similar to those at the
head of this Agreement and any other legend required pursuant to any federal,
state, local or foreign law governing the Common Stock.
4
12. Miscellaneous.
(a) Any notice, request, instruction or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered personally or sent by registered or certified mail (including by
overnight courier or express mail service), postage or fees prepaid,
if to the Company to:
Xxxxxxx Central Holdings, Inc.
0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: President
with a copy to:
Arnall Golden & Xxxxxxx, LLP
2800 One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
if to Optionee to:
Mestek, Inc.
000 Xxxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx, CFO
with a copy to:
Xxxxx & XxXxxxxx
000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxx X. Xxxx, Esq.
or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is addressed
and mailed in the manner herein provided shall be conclusively presumed to have
been duly given to the party to which it is addressed at the close of business,
local time of the recipient, on the fourth business day after the day it is so
placed in the mail or, if earlier, the time of actual receipt.
5
(b) This Agreement is being made in, and shall be construed in
accordance with and governed by the laws of the State of Delaware, without
giving effect to, the principles of conflicts of law thereof.
(c) This Agreement together with the other "Transaction Documents" (as
defined in the Merger Agreement), constitute the sole understanding of the
parties with respect to the subject matter hereof.
(d) The headings of the Sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.
(e) This Agreement may be executed in multiple counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
(f) This Agreement shall not be assigned by either party without the
prior written consent of the other party.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed on its behalf as of the date indicated on the first page
hereof.
COMPANY:
XXXXXXX CENTRAL HOLDINGS, INC.
By: ___________________________________
Name: R. Xxxxx Xxxxx
CEO and President
OPTIONEE:
MESTEK, INC.
By:___________________________________
Name:
Chairman, CEO and President
6
Schedule A
----------
The option price and number of shares listed on the following "Grant
Summary Report" is presented prior to the implementation of the one for five
reverse stock split of Xxxxxxx common stock on the Closing Date (the "Reverse
Stock Split"). For each optionee and warrant holder, to give effect to the
Reverse Stock Split, the option price and warrant price as listed on the Grant
Summary Report shall be deemed to be multiplied by five and the number of shares
shall be deemed to be divided by five.
7
From 01/01/1999 to 03/07/2000
For All Plans and Plan Types ISO, NQ, RES
Weighted
Average Exercise
Shares Exercise Price Price
___________________________________________________________
Options Outstanding as of 01/01/1999 2,051,627 $0.7400 - $14.0000 $5.4376
Options Granted 685,400 $1.5000 - $14.7100 $2.2938
Option Price = Fair Market Value 632,500 $1.5000 - $2.6250 $1.8987
Option Price > Fair Market Value 20,400 $14.7100 - $14.7100 $14.7100
Option Price < Fair Market Value 32,500 $1.6875 - $2.3400 $2.1894
Options Exercised 85,000 $0.7400 - $0.7400 $0.7400
Options Forfeited* 534,431 $1.7500 - $11.1250 $4.3015
*canceled unvested options only
Options Canceled (Total) 566,598 $1.7500 - $11.1250 $4.6148
Options Outstanding as of 03/06/2000 2,085,429 $0.7400 - $14.7100 $4.8194
Options Exercisable as of 03/06/2000 1,582,398 $0.7400 - $14.7100 $5.1910
Weighted Average FASB Fair Value $1.5273
Options Outstanding and Exercisable
by Price Range
as of 03/07/00
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------------------------------------- -----------------------------------
Range of Exercise Outstanding Remaining Weighted-Average Exercisable Weighted-Average
Prices as of 3/7/00 Contractual Life Exercise Price as of 03/07/00 Exercise Price
---------------------------------------------------------------------------------- -----------------------------------
$0.0000 - $1.4710 7,344 0.4 $0.7400 7,344 $0.7400
$1.4711 - $2.9420 836,875 8.2 $1.9332 503,543 $2.0602
$2.9421 - $4.4130 335,862 5.4 $3.2136 335,862 $3.2136
$4.4131 - $5.8840 128,272 5.7 $5.0000 128,272 $5.0000
$5.8841 - $7.3550 371,832 7.5 $6.5391 234,499 $6.4342
$7.3551 - $8.8260 35,000 5.6 $8.4121 35,000 $8.4121
$8.8261 - $10.2970 40,834 7.7 $9.0000 27,501 $9.0000
$10.2971 - $11.7680 299,843 6.2 $10.6546 282,477 $10.6257
$11.7681 - $13.2390 5,000 7.2 $12.0000 3,333 $12.0000
$13.2391 - $14.7100 24,567 9.0 $14.5896 24,567 $14.5896
-------------- -------------------- ---------------------- -------------- --------------------
2,085,429 7.1 $4.8194 1,582,398 $5.1910
STOCK PURCHASE WARRANTS
-----------------------
Common Shares Exercise Price Expiration Date
------------- -------------- ---------------
125,000 $ 1.00 February 24, 2005
10,000 $11.26 May 27, 2000
--------
135,000
SCHEDULED = 2,085,429 + 135,000
OPTIONS/WARRANTS = 2,220,429
8
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
InfoMed Plan (Registered)
AS OF 03/07/2000
Aggregate
Outstanding
Options Option Price Options Options Options Options Option
Grant Date Type Granted per Share Exercised Canceled Exercisable Outstanding Price
----------------- ------- ------------ -------------- ---------- ------------ ------------- -------------- ------------
8/1/1989 ISO 750 $3.000000 750 0 0 0 $.00
8/1/1989 ISO 18,000 $4.260000 3,500 0 14,500 14,500 $61,770.00
8/1/1989 NQ 500 $4.260000 500 0 0 0 $.00
8/9/1991 ISO 750 $3.000000 0 250 500 500 $1,500.00
6/30/1992 NQ 136 $2.200000 0 136 0 0 $.00
8/1/1994 ISO 500 $4.250000 0 500 0 0 $.00
12/10/1996 ISO 32,500 $10.500000 0 32,500 0 0 $.00
3/26/1997 ISO 17,500 $14.000000 0 17,500 0 0 $.00
----------------- ------- ------------ -------------- ---------- ------------ ------------- -------------- ------------
Plan Totals 70,636 $5.243043 4,750 50,886 15,000 15,000 $63,270.00
0 SARs
9
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
AS OF 03/07/2000
Xxxxxxx (former CHMS)
Option Aggregate
Options Price per Options Options Options Options Outstanding
Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price
----------------- ------- ------------ ------------ ------------ ----------- ------------- ------------- --------------
1/18/1996 ISO 113,656 $3.160000 4,954 0 108,702 108,702 $343,498.32
1/18/1996 NQ 150,311 $3.160000 4,252 0 146,059 146,059 $461,546.44
3/11/1996 ISO 1,101 $3.160000 0 0 1,101 1,101 $3,479.16
9/4/1996 ISO 136,525 $5.000000 734 47,524 88,267 88,267 $441,335.00
9/4/1996 NQ 72,118 $5.000000 8,075 24,038 40,005 40,005 $200,025.00
1/7/1997 ISO 42,000 $10.500000 0 21,332 20,668 20,668 $217,014.00
3/23/1997 ISO 12,500 $14.000000 0 8,333 4,167 4,167 $58,338.00
----------------- ------- ------------ ------------ ------------ ----------- ------------- ------------- --------------
Plan Totals 528,211 $4.600702 18,015 101,227 408,969 408,969 $1,725,235.92
0 SARs
10
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
AS OF 03/07/2000
SCHI NQ (Directors)
Option Aggregate
Options Price per Options Options Options Options Outstanding
Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price
------------------------------------------------------------------------------------------------------------------------
1/2/1997 NQ 5,000 $8.625000 0 0 5,000 5,000 $43,125.00
6/21/1997 NQ 5,000 $12.000000 0 0 3,333 5,000 $60,000.00
----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- -------------
Plan Totals 10,000 $10.312500 0 0 8,333 10,000 $103,125.00
0 SARs
11
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
AS OF 03/07/2000
SCHI Omnibus Equity-Based
Option Aggregate
Options Price per Options Options Options Options Outstanding
Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price
----------------- ------- ------------ ------------ ------------ ----------- -------------- --------------- ----------------
8/26/1997 ISO 142,800 $11.126000 0 68,625 56,809 74,175 $826,196.88
8/26/1997 ISO 7,000 $11.130000 0 7,000 0 0 $.00
9/23/1997 ISO 21,088 $8.876000 0 21,088 0 0 $.00
9/23/1997 NQ 78,912 $9.875000 0 78,912 0 0 $.00
12/1/1997 ISO 2,500 $9.000000 0 1,666 834 834 $7,506.00
2/2/1998 ISO 2,000 $6.750000 0 2,000 0 0 $.00
6/12/1998 ISO 40,282 $6.625000 0 0 13,427 40,282 $266,868.25
6/12/1998 NQ 37,218 $6.625000 0 0 12,406 37,218 $246,569.25
6/16/1998 ISO 292,286 $6.750000 0 208,947 26,379 83,339 $562,538.25
6/16/1998 NQ 70,214 $6.750000 0 34,219 15,623 35,995 $242,966.25
7/13/1998 ISO 37,500 $6.750000 0 37,500 0 0 $.00
8/13/1998 ISO 20,000 $2.625000 0 0 6,668 20,000 $52,500.00
11/30/1998 ISO 79,372 $2.000000 0 34,372 15,000 45,000 $90,000.00
11/30/1998 NQ 5,628 $2.000000 0 5,628 0 0 $.00
12/21/1998 ISO 75,000 $1.562500 0 0 25,000 75,000 $117,187.50
12/22/1998 ISO 150,000 $1.750000 0 150,000 0 0 $.00
1/8/1999 NQ 300,000 $2.000000 0 0 300,000 300,000 $600,000.00
1/21/1999 ISO 25,000 $2.340000 0 25,000 0 0 $.00
4/5/1999 ISO 7,500 $1.687500 0 0 0 7,500 $12,656.25
5/__/1999 ISO 72,916 $1.500000 0 0 0 72,916 $109,374.00
6/__/1999 NQ 2,084 $1.500000 0 0 0 2,084 $3,126.00
6/21/99 ISO 100,000 $2.062500 0 150,000 0 0 $.00
7/12/1999 ISO 7,500 $2.626000 0 0 0 7,500 $19,687.50
8/6/1999 ISO 18,664 $14.710000 0 0 18,664 18,664 $274,547.44
8/6/1999 NQ 1,736 $14.710000 0 0 1,736 1,736 $25,536.56
9/9/1999 ISO 150,000 $1.760000 0 0 0 150,000 $262,500.00
----------------- ------- ------------ ------------ ------------ ----------- -------------- --------------- ----------------
Plan Totals 1,747,200 $9.752975 0 774,967 492,646 972,243 $3,718,760.13
0 SARs
12
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
AS OF 03/07/2000
Plan
Option Aggregate
Options Price per Options Options Options Options Outstanding
Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price
----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- -------------
1/31/1989 NQ 2,040 $.740000 2,040 0 0 0 $.00
4/20/1989 NQ 16,700 $.740000 16,700 0 0 0 $.00
7/7/1989 NQ 3,400 $.740000 3,400 0 0 0 $.00
10/4/1990 NQ 2,040 $.740000 0 0 2,040 2,040 $1,509.60
12/30/1990 NQ 2,040 $.740000 0 0 2,040 2,040 $1,509.60
6/6/1991 NQ 68,000 $.740000 68,000 0 0 0 $.00
9/28/1992 NQ 47,600 $2.200000 0 0 47,600 47,600 $104,720.00
1/7/1993 NQ 13,596 $2.200000 0 0 13,596 13,596 $29,911.20
2/24/1994 NQ 2,500 $8.000000 2,500 0 0 0 $.00
8/1/1994 NQ 2,500 $4.260000 0 0 2,500 2,500 $10,650.00
11/2/1994 NQ 5,000 $7.760000 0 0 5,000 5,000 $38,800.00
8/23/1995 NQ 543 $6.250000 0 0 543 543 $3,393.75
10/23/1995 NQ 94,999 $2.260000 0 0 94,999 94,999 $214,697.74
12/30/1995 NQ 37,500 $3.250000 0 0 37,500 37,500 $121,875.00
8/9/1996 NQ 25,000 $3.000000 0 0 25,000 25,000 $75,000.00
8/28/1996 NQ 25,000 $8.500000 0 0 25,000 25,000 $212,500.00
9/23/1996 NQ 148,455 $6.250000 0 0 149,455 149,455 $934,093.75
10/8/1996 NQ 205,000 $10.500000 0 0 205,000 205,000 $2,152,500.00
1/2/1998 NQ 77,500 $9.000000 0 37,500 26,667 40,000 $360,000.00
____1998 NQ 25,000 $7.000000 0 0 16,866 25,000 $175,000.00
----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- -------------
Plan Totals 805,413 $4.185814 92,640 37,500 653,806 675,273 $4,436,160.64
0 SARs
13
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
AS OF 03/07/2000
Plan (IMHI "NPR")
Option Aggregate
Options Price per Options Options Options Options Outstanding
Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price
----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- --------------
6/12/1989 NQ 340 $.740000 0 340 0 0 $.00
10/20/1989 NQ 680 $.740000 0 0 680 680 $503.20
1/2/1990 NQ 7,500 $10.000000 0 7,500 0 0 $.00
8/7/1990 NQ 1,360 $.740000 0 0 1,360 1,360 $1,006.40
8/20/1991 NQ 680 $.740000 0 0 680 680 $503.20
10/30/1991 NQ 680 $.740000 680 0 0 0 $.00
6/30/1992 NQ 2,312 $2.200000 1,632 272 408 408 $897.60
9/15/1993 NQ 544 $.740000 0 0 544 544 $402.66
9/30/1993 NQ 272 $2.200000 0 0 272 272 $598.40
10/8/1996 NQ 189,264 $5.000000 189,264 0 0 0 $.00
----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- --------------
Plan Totals 203,632 $2.509333 191,576 8,112 3,944 3,944 $3,911.36
0 SARs
----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- --------------
Grand Totals 3,365,092 $7.013606 306,981 972,682 1,582,398 2,085,429 $10,050,463.05
0 SARs
14
OPTIONS OUTSTANDING REPORT XXXXXXX CENTRAL HOLDINGS, INC.
AS OF 03/07/2000
Options Outstanding by Plan
---------------------------
Options Outstanding
-------------------
1994 InfoMed Plan (Registered) 15,000
1996 Xxxxxxx (former CHMS) 408,969
1997 SCHI NQ (Directors) 10,000
1997 SCHI Omnibus Equity-Based 972,243
Non Plan 675,273
Non Plan (IMHI "NPR") 3,944
15
SCHEDULE B
----------
NOTICE OF EXERCISE
Xxxxxxx Central Holdings, Inc.
0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: President
Exercise of Option. Effective as of today, _____________, ______, the
undersigned, Mestek, Inc., a Pennsylvania corporat-ion ("Purchaser"), hereby
elects to purchase _____________ shares (the "Shares") of the common stock of
Xxxxxxx Central Holdings, Inc. (the "Company") pursuant to that certain Option
Agreement by and between Purchaser and the Company dated March 7, 2000 (the
"Option Agreement"). The purchase price for the Shares shall be as set forth in
the Option Agreement.
Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares by cashiers check payable to the Company or by
wire transfer of immediately available funds.
Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Option Agreement and other information
provided by the Company or available to the Purchaser for the purpose of
evaluating the investment in the Shares of the Company and agrees to abide by
and be bound by their terms and conditions, as applicable.
Rights as Shareholder. A share certificate for the number of Shares shall
be issued to the Purchaser as soon as practicable after the date hereof,
pursuant to Section 11 of the Option Agreement. No adjustment will be made for a
dividend or other right for which the record date is prior to the date hereof.
Entire Agreement. The Option Agreement and Transaction Documents (as
defined in the Option Agreement) are incorporated herein by reference. This
Notice of Exercise, the Option Agreement and the Transaction Documents
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the
Company and Purchaser.
Submitted by: Accepted by:
MESTEK, INC. XXXXXXX CENTRAL HOLDINGS, INC.
By:_______________________________ By: _______________________________
Name:_____________________________ Name:______________________________
Its:______________________________ Its:_______________________________
