Exhibit 4.8
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BELMAC CORPORATION
NONQUALIFIED STOCK OPTION CONTRACT
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THIS NONQUALIFIED STOCK OPTION CONTRACT entered into on this 9th day of
June, 1995, between BELMAC CORPORATION, a Florida corporation (the "Company"),
and XXXXXX XXXXXXX, XX. (the "Optionee").
W I T N E S S E T H :
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1. The Company hereby grants, as of the date hereof, to the Optionee, subject to
the terms and conditions of the 1991 Stock Option Plan (the "Plan") attached
hereto, but not granted pursuant to such Plan, options (the "Options") to
purchase an aggregate of 40,000 post-split shares of the Common Stock of the
Company, par value $.02 per share (the "Common Stock"). Options to purchase
20,000 post-split shares of Common Stock shall be exercisable at a price equal
to $5.625 per share and shall expire on December 29, 2004; Options to purchase
the remaining 20,000 post- split shares of Common Stock shall be exercisable at
a price equal to $20.00 per share and shall expire on June 9, 2004. These
Options shall not be treated as "incentive stock options" under Section 422 of
the Internal Revenue Code.
2. The Options granted hereby are subject to the acknowledgment and agreement by
the Optionee that the options granted by the Company to the Optionee pursuant to
stock option contracts dated December 29, 1994 and August 5, 1993 to purchase an
aggregate of 400,000 pre-split shares of Common Stock have expired unexercised.
Such acknowledgment and agreement shall be evidenced by the execution of this
Contract by the Optionee.
3. The term of these Options shall be as stated in the first paragraph hereof,
subject to earlier termination as provided in the Plan. These Options shall be
immediately exercisable. Notwithstanding the foregoing, the Options may not be
exercised at any time in an amount less than 100 shares of Common Stock (or the
remaining shares of Common Stock then covered by and purchasable under the
Options if less than 100) and in no event may a fraction of a share of Common
Stock be purchased under these Options.
4. These Options shall be exercised by giving written notice to the Company at
its principal office, presently 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxx Xxxxxx,
Xxxxx 000, Xxxxx, Xxxxxxx 00000, Attn: Secretary, stating that the Optionee is
exercising these Options, specifying the number of shares of Common Stock being
purchased and accompanied by payment in full of the aggregate purchase price
therefor (a) in cash or by certified check, (b) with previously acquired shares
of Common Stock or (c) a combination of the foregoing.
5. Notwithstanding the foregoing, these Options shall not be exercisable by the
Optionee unless (a) a registration statement under the Securities Act of 1933,
as amended (the "Securities Act") with respect to the shares of Common Stock to
be received upon the exercise of the Options
shall be effective and current at the time of exercise or (b) there is an
exemption from registration under the Securities Act for the issuance of the
shares of Common Stock upon exercise. At the request of the Stock Option
Committee (the "Committee"), the Optionee shall execute and deliver to the
Company his representation and warranty, in form and substance satisfactory to
the Committee, that the shares of Common Stock to be issued upon the exercise of
the Options are being acquired by the Optionee for his own account, for
investment only and not with a view to the resale or distribution thereof. In
addition, the Committee may require the Optionee to represent and warrant to the
Company in writing that any subsequent resale or distribution of shares of
Common Stock by him will be made only pursuant to (i) a Registration Statement
under the Securities Act which is effective and current with respect to the
shares of Common Stock being sold, or (ii) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption,
the Optionee shall prior to any offer of sale or sale of such shares of Common
Stock provide the Company with a favorable written opinion of counsel, in form
and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution.
6. Notwithstanding anything herein to the contrary, if at any time the Committee
shall determine in its discretion that the listing or qualification of the
shares of Common Stock subject to these Options on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of an option, or the issue of shares of Common Stock
thereunder, these Options may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
7. The Company may affix appropriate legends upon the certificates for shares of
Common Stock issued upon exercise of these Options and may issue such "stop
transfer" instructions to its transfer agent in respect of such shares of Common
Stock as it determines, in its discretion, to be necessary or appropriate to (a)
comply with the registration requirements of the Securities Act, or (b)
implement the provisions of the Plan or any agreement between the Company and
the Optionee with respect to such shares of Common Stock.
8. As provided in the Plan, the Company may withhold cash and/or shares of
Common Stock in the amount necessary to satisfy its obligation to withhold taxes
or require the Optionee to pay the Company such amount in cash promptly upon
demand.
9. The Company and the Optionee agree that they will both be subject to and
bound by all the terms and conditions of the Plan, a copy of which is attached
hereto and made a part hereof, provided, however, that the provisions contained
in the Plan respecting exercisability in the event of the Optionee's death,
disability or retirement (as defined in the Plan), shall not be applicable and
the Options shall remain exercisable for the duration of their term.
10. The Optionee represents and agrees that he will comply with all applicable
laws relating to the Plan and the grant and exercise of the Options and the
disposition of the shares of Common
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Stock acquired upon exercise of the Options, including without limitation,
federal and state securities and "blue sky" laws.
11. These Options are not transferable otherwise than by will or the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by him or his legal representatives.
12. This Contract shall be binding upon and inure to the benefit of any
successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled by law to the Optionee's rights
hereunder.
13. This Contract shall be governed by and construed in accordance with the laws
of the State of Florida.
14. The invalidity or illegality of any provision herein shall not affect the
validity of any other provision.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the
day and year first above written.
BELMAC CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
and Chief Financial Officer
ACKNOWLEDGED AND AGREED:
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Xx.
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