MAIN STREET AND MAIN INCORPORATED
STOCK OPTION AGREEMENT
THIS STOCK OPTION CANCELLATION AGREEMENT ("Agreement") is made as of June
15, 1998 by and between MAIN STREET AND MAIN INCORPORATED, a Delaware
corporation (the "Company"), and XXXX X. XXXXXXX ("Xxxxxxx").
WHEREAS, Antioco and the Company have entered into an Employment Agreement
as of August 5, 1996 (the "Employment Agreement"), whereby Antioco will serve as
the Chairman of the Board of the Company; and
WHEREAS, the Company previously granted Antioco an option to purchase
shares of the Company's common stock, par value $.001 per share (the "Common
Stock") pursuant to the Employment Agreement and;
WHEREAS, the Company and Antioco consider it desirable and in its best
interest that Antioco transfer his holdings of $3.00 and $5.00 options to Xx.
Xxxx Xxxxx, Xx. Xxxxxx Xxxxxxxxx, Xx. Xxxx Xxxx, Mr. Xxxxx Xxxxxxx and Xx. Xxxxx
Xxxxxx.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, it is agreed by and between the parties as follows:
1. CANCELLATION OF OPTIONS. Antioco agrees to the cancellation of options
to purchase 100,000 shares of Common Stock at $3.00 per share and options to
purchase 100,000 shares of Common Stock at $5.00 per share. The optioned shares
are adjusted as follows:
NUMBER OF OPTIONS PER SHARE
-------------------------- OPTION
VESTING DATE BEFORE AFTER PRICE
------------ ------ ----- -----
August 5, 1996 200,000 200,000 $2.00
August 5, 1997 200,000 200,000 $2.00
August 5, 1998 100,000 0 $3.00
August 5, 1999 100,000 0 $5.00
2. OPTION TERMS. All other terms of the Stock Option Agreement dated August
5, 1996 between Main Street and Main Incorporated and Antioco will remain in
effect.
IN WITNESS WHEREOF, the parties executed and delivered this Agreement on
the date first above written.
MAIN STREET AND MAIN INCORPORATED
By: /s/ Xxxx X. Xxxxx, Xx.
---------------------------------
Xxxx X. Xxxxx, Xx.
/s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx
