Exhibit 6(f)
(Adizes)
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 13, 1997 is made by and
between Video Services Corporation ("Video"), ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ("LS"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("AF") and ▇▇▇▇▇▇ ▇. ▇▇▇▇
("DB") (each, of LS, AF and DB, a "Stockholder" and collectively,
the "Stockholders") and Adizes Institute, Inc. (the "Optionee").
WHEREAS, Video (an entity in which the Stockholders are the
sole stockholders) is currently negotiating a Merger Agreement
(the "Merger Agreement") with International Post Limited ("IPL")
pursuant to which such corporations may be merged, with IPL as
the survivor (the "Merger"), the survivor to be named "Video
Services Corporation";
WHEREAS, in the event that the Merger is consummated, shares
of common stock, without par value, of Video ("Video Stock")
shall be converted into the right to receive a number of shares
of common stock, par value $.01 of IPL ("IPL Stock") as set forth
in the Merger Agreement;
WHEREAS, Video has previously entered into a letter
agreement between the Optionee and Video dated January 29, 1992
(the "Letter Agreement"); and
WHEREAS, the parties hereto desire to terminate the Letter
Agreement and Video and the Stockholders desire to grant an
option to Optionee to purchase shares of IPL, upon the terms and
conditions set forth herein, and Optionee desires to accept such
option;
NOW, THEREFORE, Video, the Stockholders and Optionee agree
as follows:
Section 1. Termination of Letter Agreement.
The parties agree and acknowledge that the Letter Agreement
is hereby terminated and canceled in all respects and is of no
further force and effect. The Optionee represents, warrants,
covenants and agrees that, except as set forth herein, the
Optionee has no right or claim against or in respect of Video,
its affiliates or the Stockholders.
Section 2. Grant of Option.
Section 2.1 Grant; Grant Date
Video hereby grants to the Optionee the right to purchase
from Video an aggregate of 70,000 shares of IPL Stock, upon the
terms and conditions set forth in this Agreement (the
"Option"). In the event that the Merger is consummated, then the
Option contemplated herein shall automatically be deemed to be
converted into an option granted by each Stockholder of the
number of shares set forth below opposite the name of each such
Stockholder (appropriately reduced to the extent, if any, to
which the Option was previously exercised) and Video shall have
no further obligation hereunder. Subject to the adjustments set
forth in Section 2.2 below, in no event shall this Option be
exercisable for more than 70,000 shares in the aggregate. The
grant date of the Option evidenced hereby shall be the date of
this Agreement. Optionee hereby accepts the Option, and agrees
to be bound by all the terms and provisions of this Agreement.
Number of Shares
Name of IPL Stock
---- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 34,104
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 34,104
▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,792
Section 2.2 Adjustments in Option
In the event that, after the Merger, the outstanding shares
of IPL Stock subject to the Option are changed into or exchanged
for a different number or kind of shares or securities of IPL, or
of another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, stock dividend or combination of
shares or similar event, the Stockholders shall make an
appropriate and equitable adjustment in the number of shares that
may be purchased upon exercise of such Option and the applicable
purchase price. Any adjustment made by the Stockholders shall be
final and binding upon Optionee and all other interested parties.
Section 2.3 Option Terms
The Option granted under this Agreement shall be subject to
the following terms and conditions:
(a) Price. The exercise price for the IPL Stock
subject to the Option shall be as follows: (i) 30,000 shares at
$.25 per share; (ii) 10,000 shares at $3.00 per share; (iii)
10,000 shares at $4.00 per share; (iv) 10,000 shares at $5.00 per
share; and (v) 10,000 shares at $6.00 per share.
(b) Term. The Option shall expire on the fifth
anniversary of the date hereof.
(c) Vesting. The Option is fully vested and shall
become exercisable upon the date (the "Commencement Date") which
is the earlier to occur of: (i) a date 300 days following the
date hereof; or (ii) a date 187 days following the date of the
consummation of the Merger.
(d) Exercise. The Option may be exercised in
whole or in part in accordance with the terms hereof at any time
after the Commencement Date and prior to its expiration or
termination, by providing written notice to Video, or in the
event of the consummation of the Merger, to each Stockholder, and
enclosing payment for the shares of IPL Stock with respect to
which the Option is being exercised. Such payment shall be in
cash. Partial exercise shall be for whole shares of IPL Stock
only. Notation of any partial exercise shall be made on Schedule
I hereto. Any exercise in respect of the option granted by the
Stockholders shall be allocated among the Stockholders in the
following ratios:
Percentage of Exercise
Stockholder Applied to his Shares
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 48.720%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 48.720%
▇▇▇▇▇▇ ▇. ▇▇▇▇ 2.560%
(e) Rights as a Stockholder. The Optionee will
have no rights as a stockholder or otherwise with respect to any
shares of IPL Stock covered by the Option until it has been
exercised and any such shares are acquired as a result thereof.
Section 2.4 Nontransferability
The Option and the rights hereunder shall not be
transferable other than by will or the applicable laws of descent
and distribution, and no transfer so effected shall be effective
to bind Video or the Stockholders unless Video and the
Stockholders have been furnished with written notice thereof and
such evidence as Video and the Stockholders may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the
Option.
Section 2.5 FCC Approval
The parties to this Agreement understand, acknowledge and
agree that any transfer of all or any part of the shares
underlying the Option, or any change in the ownership of IPL,
shall be subject to the requirements of the Communications Act of
1934, as amended, and the rules and regulations of the Federal
Communications Commission ("FCC") as may be in effect
at the time of such transfer, and that before certain rights
provided for in this Agreement are exercised, it may be necessary
to obtain any approval of the FCC required under applicable law.
Section 3. Miscellaneous
Section 3.1 Entire Agreement: Amendment
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any term or
provision of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, and any term or
provision of this Agreement may be amended or supplemented at any
time by the mutual consent of the parties hereto, except that any
waiver of any term or condition, or any amendment, of this
Agreement must be in writing.
Section 3.2 Governing Law
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under
principles of conflict of laws.
Section 3.3 Successors
This Agreement shall be binding upon and inure to the
benefit of the permitted successors, assigns and heirs of the
respective parties.
Section 3.4 Notices
All notices or other communications made or given in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those
listed below at their following respective addresses or at such
other address as each may specify by notice to the others:
To Optionee:
Adizes Institute, Inc.
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Stockholders:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
c/o Video Services Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Video Services Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
All notices to Video and to the Stockholders shall also
be sent to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Butowsky ▇▇▇▇▇▇▇ Shalov & ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
Section 3.5 Waiver
The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
Section 3.6 Titles; Construction
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
Adizes Institute, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
Its: President
Video Services Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: President
SCHEDULE I
Notations As to Partial Exercise
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
