EXHIBIT 4.8
PEERLESS GROUP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-qualified Stock Option Agreement (the "Agreement") is made
and entered into this 3rd day of October, 1996, by and between PEERLESS GROUP,
INC., a Delaware corporation (the "Corporation") and XXXXX X. XXXXXXX
("Optionee"). For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. The Corporation hereby grants to Optionee an
option (the "Option") to purchase two thousand five hundred (2,500) shares (the
"Shares") of the One-hundredth of One Dollar ($.01) par value Common Stock of
the Corporation at a purchase price equal to Eight Dollars ($8.00) per Share
(the "Exercise Price"). The granting of this Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
2. Vesting. The Option is fully vested as to twenty percent (20%) of the
Shares on the date hereof, and shall become vested as to an additional twenty
percent (20%) of the Shares as of each October 3, until October 3, 2000, at
which time the Option shall be fully vested as to all of the Shares. The Option
will expire with respect to all of the Shares if it is not exercised as to those
Shares before October 3, 2001.
3. Adjustment. In the event of any change in the outstanding Shares
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, split-up, split-off, spin-off, combination or exchange of shares,
or other like change in capital structure of the Corporation, an adjustment
shall be made to the Option such that the Option shall thereafter be exercisable
for such securities, cash and/or other property as would have been received in
respect of the Shares subject to the Option had the Option been exercised in
full immediately prior to such change, and such an adjustment shall be made
successively each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities, cash and/or property then receivable
upon exercise of the Option.
4. Exercise of Option. The Option shall be exercisable from time to time
to the extent it is effective and vested by the payment of the Exercise Price
for the Shares to the Corporation by cashier's or certified check. Payment for
such Shares may be made in whole or in part by delivery of Shares owned by
Optionee, with such Shares being valued at their Fair Market Value on the date
of exercise. For purposes of this Agreement, "Fair Market Value" of the Shares
shall be the mean average of the closing bid and asked
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prices (regular way) on the largest principal national securities exchange on
which common stock of the Corporation is then listed or admitted to trading, or
if not then listed or admitted to trading on any principal national securities
exchange, the last reported sale price for such shares in the over-the-counter
market, as reported on the National Association of Securities Dealers Automated
Quotation System, or, if such sale price shall not be reported thereon, the mean
of the closing bid and asked prices as reported thereon, or if such price shall
not be reported thereon, as the same shall be reported by the National Quotation
Bureau Incorporated.
5. Acknowledgment. Optionee hereby acknowledges:
(a) that an investment in the Corporation is not liquid, not easily
transferrable or disposed of, and that Optionee has no need for liquidity of
this investment; and
(b) that Optionee will have no preemptive right to acquire stock of
the Corporation and that the Shares will be subject to dilution as additional
stock of the Corporation is issued.
6. Representations and Warranties. Optionee hereby represents and
warrants as follows:
(a) The Shares subject to the Option will be acquired solely for
Optionee's account for investment and are not being purchased for subdivision
or fractionalization thereof; and Optionee has no contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person, or to anyone else, the Shares or any part thereof (other than as
security for a purchase money loan from a state or national bank), and
Optionee will not enter into any such contract, undertaking, agreement or
arrangement.
(b) The Corporation has made all documents pertaining to the Option
available to Optionee.
(c) Optionee had the opportunity to ask questions of, and receive
answers from, representatives of the Corporation to obtain such information,
to the extent such persons possess the same or could acquire it without
unreasonable effort or expense, as Optionee deemed necessary.
(d) Optionee will be investing in his own name; and Optionee was not
solicited by any form of general solicitation or general advertising,
including, but not limited to the following:
(i) Any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio; or
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(ii) Any seminar or meeting whose attendees had been invited by
any general solicitation or general advertising.
(e) Optionee is at least twenty-one (21) years of age and a bona fide
resident of the United States and the State of Texas and has no present
intention of becoming a resident of any other state or jurisdiction.
(f) Optionee is a person who has such knowledge and experience in
financial and business matters that Optionee is capable of evaluating the
merits and risks of an investment in the Corporation and of making an informed
decision.
7. Indemnification. Optionee recognizes that the grant of the Option will
be based upon the representations and warranties contained in paragraph 6 above
and hereby agrees to indemnify the Corporation and its directors, officers,
agents and employees and to hold each of such entities and persons harmless
against all liabilities, costs or expenses (including reasonable attorneys'
fees) arising by reason of or in connection with any misrepresentation or any
breach of such warranties, or arising as a result of the sale or distribution of
the Shares in violation of the Securities Exchange Act of 1934, as amended, the
Securities Act of 1933, as amended, or any other applicable federal or state
statute.
8. Binding Effect. This Agreement and the representations and warranties
contained herein shall be binding upon the heirs, legal representatives,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.
PEERLESS GROUP, INC.
By:/s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxx, Xx.,
Chairman of the Board
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
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