Exhibit 4.3
MARKETING SERVICES GROUP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT effective as of the 14th day of
May, 1999, by and between MARKETING SERVICES GROUP, INC. ("MSGI") (the
"Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Optionee");
WHEREAS, pursuant to an employment agreement dated April 7, 1999,
the Company is obliged to grant to the Optionee, a stock option to
purchase shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), and
WHEREAS, pursuant to the same employment agreement, the parties
hereto desire to enter into this agreement (the "Agreement") for the
purpose of evidencing the grant of such stock option and setting forth
certain of the terms and conditions governing the exercise thereof;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Grant of Options. The Company hereby grants to the Optionee a stock option to
purchase an aggregate of FOUR HUNDRED THOUSAND (400,000) shares of Common Stock
(the "Option"), subject to the terms and conditions set forth herein.
2. Exercise Price. The exercise price per share of Common Stock subject to the
Option is $5.17.
3. Term. Subject to each and every one of the terms, conditions and limitations
(including cancellation) set forth in this Agreement, the Option may be
exercised by the Optionee in the following installments:
Total Shares Subject
Vesting Date to Option which may be Exercised
----------- --------------------------------
Immediately 133,000
June 1, 1999 to
May 1, 2001 on 11,125 per month
the first of every for 24 months
month for 24 months (total options=267,000)
The options are subject to accelerated vesting upon a Change in
Control as defined and set forth in the employment agreement.
Except as otherwise provided for in the employment agreement, these
options shall terminate on or before the earlier of (i) ninety (90) days after
the termination of Optionee's relationship to the Company as an employee of, or
consultant to, the Company or any of its subsidiaries or affiliates, (ii) upon
the Optionee's death, or (iii) seven (7) years from the date hereof, and any
shares not purchased on or before the earlier of occurrence of one of these
events may not thereafter be purchased. For the purpose of making determinations
as to termination event number (i) preceding, decisions by the Company's Board
of Directors as to when such relationships have been terminated shall be binding
on the Optionee, provided that notice of such termination has been provided to
all parties by way of notice of resignation given by the Optionee or by notice
of termination given by the Company to the Optionee.
4. Exercise. Subject to such administrative regulations as may be adopted from
time to time, the Options may be exercised within the limitations in Section 3
above, in whole or in part, by delivery of written notice to the Secretary of
the Company by the Optionee indicating the number of shares of Common Stock as
to which the Option is exercised. Such notice shall be accompanied by payment of
the exercise price (the "Exercise Price") which shall be an amount equal to the
result obtained by multiplying (i) the exercise price per share times (ii) the
total number of shares of Common Stock being purchased by the Optionee pursuant
to the exercise of all or any portion of the Option. Subject to the terms of the
Plan, the Exercise Price shall be paid in United States Dollars, in cash,
certified or cashier's check, or by money order, or with shares of Common Stock,
or by a combination of the above. Shares of Common Stock utilized in full or
partial payment of the Exercise Price shall be valued at their "Fair Market
Value" on the date of exercise, as such term is defined in the Plan.
5. Delivery of Certificates.
(a) As soon as practicable following the exercise of all or a portion
of the Option by the Optionee, the Company shall deliver or cause to be
delivered to the Optionee a certificate or certificates representing the shares
of Common Stock acquired pursuant to such exercise.
(b) Prior to the issuance of any certificate representing shares of
Common Stock as to which the Option has been exercised, the Optionee shall pay
to the Company in a form satisfactory to the Company, the amount, if any, which
the Company reasonably determines to be necessary to withhold in accordance with
applicable income tax withholding requirements.
(c) An Optionee shall have the rights of a shareholder only with
respect to those shares of Common Stock covered by the Option which have been
registered in the Optionee's name in the share register of the Company upon the
due exercise of the Option.
6. No Transfer or Assignment. The Option granted hereby may not be
transferred in any manner, other than by will or the laws of descent and
distribution; may be exercised during the Optionee's lifetime only by the
Optionee or his guardian or legal representative; and may not be assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
or subject to execution, attachment or similar process.
7. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Nevada.
8. Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings and arrangements, both oral and written, among
the parties hereto with respect to such subject matter except for the employment
agreement dated April 7, 1999. To the extent there are any inconsistencies in
both this agreement and the employment agreement, the employment agreement shall
govern. This Agreement may not he amended or modified in any way, other than by
a written instrument executed by each of the parties hereto.
9. Benefits; Binding Effect. Subject to Section 6 hereof, this Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
10. Section Headings. The section headings contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation hereof.
11. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which shall be deemed to be an original, and both
of which shall be deemed to be one and the same instrument.
12. Other Documents. The Optionee agrees to execute and deliver to the
Company any and all documents or instruments which are either deemed advisable
by the Company or required to be delivered to give effect to all of the terms
and provisions of this Agreement.
13. Not an Employment Agreement. Nothing contained herein or in the Plan
shall obligate or require the Company to employ the Optionee for any period of
time, nor restrict, in any way, the Company's ability to terminate the
employment of the Optionee (if applicable) or any other relationship the
Optionee may have with the Company, under separate agreement(s).
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
MARKETING SERVICES GROUP, INC. OPTIONEE:
(signature)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ -----------------
------------------ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ -------------
----------------- Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Title: Chairman & CEO -------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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