Exhibit 10.94
HUNGARIAN TELEPHONE AND CABLE CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement, made and entered into as of March 13, 1997 by and
between Hungarian Telephone and Cable Corp., a corporation organized and
existing under the laws of Delaware (hereinafter, together with the
subsidiaries, called the "Company"), and Xxxxxx X. Xxxxxxxxx (hereinafter called
the "Optionee").
WHEREAS, Optionee is the Company's Senior Vice President-Finance
pursuant to an Amended and Restated Employment Agreement dated as of October 17,
1996 ("Employment Agreement");
WHEREAS, the Employment Agreement contemplates a grant of an option for
services performed in 1996 by the Optionee and the Company desires to grant such
option;
WHEREAS, the Compensation-Stock Option Committee (the "Committee") of
the Board of Directors of the Company by resolutions adopted as of December 9,
1996, and the Board of Directors of the Company by resolutions adopted at a
meeting on December 9, 1996, authorized the granting of options to Optionee
pursuant to the terms of the Company's 1992 Incentive Stock Option Plan, as
amended (the "Plan").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is understood and agreed:
1. Option to Purchase. The Company hereby grants to Optionee the
irrevocable right and option to purchase from the Company 20,000 shares of the
Company's Common Stock, $.001 par value per share (the "Common Stock"), upon the
terms and conditions hereinafter set forth (the "Option"). The Option is
intended to be a Non-Qualified Stock Option as defined in the Plan
2. Purchase Price. The purchase price payable to the Company for the
shares to be acquired pursuant to the exercise of the Option shall be $8.75 per
share, as determined by the Employment Agreement(subject, however, to adjustment
as provided in Section 10 of the Plan).
3. Manner of Exercise of Option.
(a) Optionee can exercise the Option to purchase on a cumulative basis
all or any part of the number of shares subject to the Option, and such right
shall be a continuing one during the term of the Option period until the number
of shares subject to the Option stated in paragraph 1 have been purchased;
(b) If the Option shall be exercised by the legal representative of
Optionee or by a person who acquired the Option by bequest or inheritance or by
reason of the death of Optionee, within one year following Optionee's death,
written notice of such exercise shall be accompanied by a certified copy of
letters testamentary or equivalent proof of the right of such legal
representative or other person to exercise the Option.
4. Subject to Plan. The Option and its exercise are subject to the
Plan, but the terms of the Plan shall not be considered an enlargement of any
benefits under this Agreement. In addition, the Option is subject to any
rules promulgated pursuant to the Plan by the Committee or the Board of
Directors of the Company.
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5. Basic Term of Option. The term of the Option shall be for a
period of 5 years from April 1, 1997 through March 31, 2002, subject to earlier
termination as provided herein and in the Plan. 6. Restrictions on Exercise.
This Option may be exercised only with respect to full shares and no fractional
share of Common Stock shall be issued.
7. Notice of Exercise of Option. This Option shall be exercised in
whole or in part by written notice to the Company addressed to the General
Counsel, or such person as the Committee may designate, at the principal United
States office of the Company, such notice to be delivered either personally or
by registered or certified mail, specifying the number of shares to be purchased
and specifying a business day not more than fifteen (15) days from the date such
notice is given for the payment of the purchase price against delivery of the
shares being purchased (the "Exercise Date"). Such notice shall state the number
of shares Optionee (or such other person as may be exercising the right to
purchase hereunder) elects to purchase under this Option at such time of
exercise (not exceeding the maximum number of shares subject to purchase
hereunder, less the number of shares previously acquired pursuant to this
Option). Payment for shares purchased pursuant to the exercise of the Option, or
any installment thereof, must be made in cash in United States dollars.
8. Purchase for Investment. Except as hereafter provided, Optionee
shall, upon any exercise of the Option, execute and deliver to the Company a
written statement, in form satisfactory to the Company, in which Optionee
represents and warrants that Optionee is purchasing or acquiring the shares of
Common Stock acquired under the Option for Optionee's own account, for
investment only and not with a view to the resale or distribution thereof, and
agrees that any subsequent offer for sale or sale or distribution of any such
shares of Common Stock shall be made only pursuant to either (a) a Registration
Statement on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), which Registration Statement has become effective and is
current with regard to the shares of Common Stock being offered or sold, or (b)
a specific exemption from the registration requirements of the Securities Act,
but in claiming such exemption the holder shall, if so requested by the Company,
prior to any offer for sale or sale of such shares of Common Stock, obtain a
prior favorable written opinion, in form and substance satisfactory to the
Company, from counsel for or approved by the Company, as to the applicability of
such exemption thereto. The foregoing requirements shall not apply to (i)
issuances by the Company, upon exercise of the Option, so long as the shares of
Common Stock being issued are registered under the Securities Act and a
prospectus in respect thereof is current or (ii) reofferings of shares of Common
Stock by affiliates of the Company as defined in Rule 405 or any successor rule
or regulation promulgated under the Securities Act if the shares of Common Stock
being reoffered are registered under the Securities Act and a prospectus in
respect thereof is current.
9. Rights as a Stockholder. After receipt of the notice of exercise and
the purchase price as provided in paragraph 7, the Company shall cause to be
issued and delivered such certificates in such denominations as Optionee may
direct, representing the number of fully paid, nonassessable shares of Common
Stock so purchased, registered in the name of Optionee, but Optionee shall have
no right as a stockholder with respect to any shares covered by this Option
until the issuance of such stock certificates, and no adjustment shall be made
for dividends or other rights for which the record date is prior to the time
such stock certificates are issued except as may be otherwise provided for in
the Plan. The Company agrees to promptly seek all consents of regulatory bodies
and other governmental agencies as may be necessary to issue the Common Stock so
purchased by Optionee. All stock so purchased shall be issued by the later of:
(i) 20 days after the payment of the purchase price; or (ii) five business days
after the receipt of any and all regulatory and governmental consents referred
to in the preceding sentence of this paragraph 9.
10. Transfer of Option. This Option cannot be transferred by Optionee,
whether by operation of law or otherwise, other than by will or the laws of
descent and distribution or by a qualified domestic relations order, and can be
exercised during Optionee's lifetime only by Optionee.
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11. Termination of Employment Except Upon Death. In the event that
Optionee shall cease to be employed by the Company or any of its subsidiaries
(whether as an employee, officer or consultant) for any reason other than his
death, Optionee shall have the right (subject to the restrictions set forth in
Section 7(f) of the Plan) to exercise the Option as to any shares still subject
to the Option at any time within three months after such termination of
employment (twelve months if termination was due to Disability or Retirement),
to the extent that, on the day preceding the date of termination of employment,
the Option had not previously been exercised in full. If however, during the
five-year term of the Option, the Employee ceases to be employed by the Company
as an employee or officer subsequent to the termination of his Employment
Agreement and the Option had not previously been exercised in full, the Company
agrees to retain the Optionee as a non-paid Consultant through March 31, 2002
unless the Company and Employee have otherwise agreed on a paid consulting
position to cover such period.
12. Death of Optionee. If Optionee shall die while in the employ of the
Company and shall not have fully exercised the Option, an Option may be
exercised in full (subject to the restrictions set forth in Section 7(f) of the
Plan), to the extent it had not previously been exercised, at any time within
twelve (12) months after the Optionee's death, by the executors or
administrators of his estate or by any person or persons who shall have acquired
the Option directly from the Optionee by bequest or inheritance.
If the Optionee shall die within three (3) months after his employment
(whether as an employee, consultant or officer) with the Company terminated and
shall not have fully exercised the Option, an Option may be exercised (subject
to the limitations on exercisability set forth in Subsection 7(f) of the Plan)
to the extent that, at the date of termination of employment, the Optionee's
right to exercise such Option had accrued pursuant to the terms of the
applicable option agreement and had not previously been exercised, at any time
within twelve months after the Optionee's death, by the executors or
administrators of the Optionee's estate or by any person or persons who shall
have acquired the Option directly from the Optionee by bequest or inheritance.
13. Right to Terminate Employment. Neither this Agreement nor the
Option shall impose any obligations on the Company or any subsidiary corporation
thereof to continue the employment of any Optionee or impose any obligation on
the part of the Optionee to remain in the employ of the Company. All such
employment matters shall be governed by the Employment Agreement.
14. Approvals. Notwithstanding anything in this Agreement to the
contrary, this Agreement and the Option shall become null and void if any
governmental body having jurisdiction over the issuance of the Option or the
shares of Common Stock subject thereto shall not approve the issuance of the
Option or the issuance of the shares of Common Stock subject thereto.
15. Notices. Any notice to be given by the Optionee hereunder shall be
sent to the Company at its principal United States office, and any notice from
the Company to the Optionee shall be sent to the Optionee at the Company's
Budapest, Hungary office; all such notices shall be in writing and shall be
delivered in person or by registered or certified mail. Either party may change
the address to which notices are to be sent by notice in writing given to the
other in accordance with the terms hereof.
IN WITNESS WHEREOF, this Agreement is made as of the date first shown
herein above.
HUNGARIAN TELEPHONE AND
CABLE CORP.
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President and Chief Executive
Officer
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
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