Exhibit 10(w)
Agreement dated as of August 17, 2001 among Xxxxx Corporation (the
"Company"), Xxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxx X. Xxxxxxx ("Gabelli").
WHEREAS, the Board of Directors (the "Board") of the Company has appointed
Xxxxxxx Chief Executive Officer of the Company; and
WHEREAS, the Board currently consists of Messrs. Gabelli, Papitto, Xxxx and
Xxxxxxx, with three vacancies resulting from the resignations of Messrs.
Xxxxxxxx, Xxxxx and Castor; and
WHEREAS, it is contemplated that Xxxxxxx will designate three nominees to
fill such vacancies; and, if such nominees are reasonably acceptable to the
Company, the Company will recommend that the Board elect such nominees.
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties agree as follows:
1. Xxxxxxx agrees to serve as the Company's Chief Executive Officer and
Chairman of the Board. Gabelli agrees to serve as Vice Chairman of the
Board.
2. Subject to approval by the shareholders of the Company, the Company hereby
grants Xxxxxxx a nontransferable option (the "Option") to purchase
374,471shares of Common Stock, par value $.01 per share (the "Common
Stock") (representing 20% on a fully-diluted basis of the shares of Common
Stock outstanding on the date hereof), at an initial exercise price of $30
per share and having the other terms and conditions set forth in Exhibit A
hereto.
3. The base salary, bonus and benefits payable to Xxxxxxx shall be as
determined from time to time by the Board in relation to the size and scale
of the Company's operations. The Company shall not compensate Xxxxxxx in
respect of any tax consequences of the grant, holding or exercise of the
Option.
4. The Company will move its executive offices from Rye, New York to
Providence, Rhode Island at such time as may be determined by Xxxxxxx.
5. Subject to approval by the shareholders of the Company of the Option,
Xxxxxxx agrees that he will present to the Company all acquisition
opportunities presented to or secured by him or any of his affiliated
companies prior to the date hereof and that neither he nor his affiliated
companies will after the date hereof acquire direct or indirect control of
any company (other than through acquisition by the Company) without the
prior approval of a majority of the Board (excluding Xxxxxxx and any other
director who is an officer of the Company or is or has been an officer of
any other company managed by Xxxxxxx). The Company will reimburse Xxxxxxx
for documented out-of -pocket costs incurred by Xxxxxxx in connection with
acquisition opportunities secured by him prior to the date hereof that
following the date hereof are pursued by the Company.
6. The Company will call a special meeting of shareholders to be held as
promptly as practicable and will use its reasonable efforts to hold such
meeting prior to October 31, 2001, at which meeting shareholders shall
consider approval of the option attached as Exhibit A hereto. The Company
hereby agrees to use all reasonable efforts to obtain shareholder approval
of the foregoing.
7. Gabelli hereby agrees to vote all shares of Common Stock personally owned
by him in favor of the Option.
8.
(a) This Agreement may be amended, altered or modified only by written
instrument executed by each of the parties.
(b) This Agreement and the Exhibit hereto constitute the entire
understanding and agreement of the parties, and supersede all prior
agreements and understandings, written and oral, among the parties, on
the other hand, with respect to the subject matter hereof.
(c) Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms and
provisions of this Agreement in any other jurisdiction. If any
provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
(d) All notices and other communications hereunder shall be in writing and
shall be deemed given if (i) delivered in person, (ii) transmitted by
telecopy (with confirmation), (iii) mailed by certified or registered
mail (return receipt requested and obtained) or (iv) delivered by an
express courier (with confirmation) to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice):
If to the Company:
Xxxxx Corporation
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, XX 00000
Telecopy: 000-000-0000
Attention: Chairman of the Board of Directors
and
If to Xxxxxxx:
Xxxxx X. Xxxxxxx
c/o AFC Cable Systems
00 Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Telecopy: 000-000-0000
and
If to Gabelli:
Xxxxx X. Xxxxxxx
c/o Gabelli Group Capital Partners Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Telecopy: 000-000-0000
(e) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and the respective successors, heirs, executors,
representatives and permitted assigns of the parties. Nothing in this
Agreement is intended or shall be construed to confer upon any entity
or person other than the parties hereto and their respective
successors and permitted assigns any right, remedy or claim under or
by reason of this Agreement or any part hereof. Without the prior
written consent of each of the other parties hereto, this Agreement
and the rights hereunder may not be assigned by any of the parties
hereto.
(f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together
shall constitute one and the same agreement, it being understood that
all of the parties need not sign the same counterpart.
(g) THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES AND THE
ADJUDICATION AND THE ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW THEREOF.
(h) All actions arising under or relating to this Agreement shall be
brought exclusively in the Federal District Court for the Southern
District of New York or in any New York State Court sitting in the
County of New York and having subject matter jurisdiction over such
matters, and each of the parties hereto consents and agrees to
personal jurisdiction, and waives any objection as to the venue, of
such courts for purposes of such action. The parties to this Agreement
agree to waive any right to a jury trial as to all disputes and any
right to seek punitive or consequential damages.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as of the date appearing in the opening paragraph hereof.
XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial
Officer
/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Exhibit A
FORM OF STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT AND ANY SHARES ACQUIRED UPON EXERCISE OF ANY OPTIONS
PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN
THE OPINION OF COUNSEL TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS
OTHERWISE IN COMPLIANCE WITH THE SECURITIES ACT AND SUCH LAWS.
THIS OPTION AGREEMENT AND ANY OPTIONS HEREUNDER ARE SUBJECT TO RESTRICTIONS ON
OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, GIFT, TRANSFER OR OTHER
DISPOSITION, AS SPECIFIED HEREIN.
Stock Option Agreement, dated as of ______, 2001, between Xxxxx Corporation
and Xxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx has agreed to serve as the Chief Executive Officer and
Chairman of the Board of Directors of the Company, and the Company desires that
he remain in such employ and that he increase his equity ownership in the
Company in order to increase his incentive and personal interest in the welfare
of the Company and its subsidiaries;
NOW, THEREFORE, the parties hereby, subject to the terms and conditions of
this Agreement as set forth herein, agree as follows:
1. The Company grants to Xxxxxxx an option (the "Option") to purchase
from the Company all or any part of an aggregate of 374,471 shares (as
adjusted, the "Optioned Shares") of common stock, par value $.01 per
share (the "Common Stock"). The Option is not intended to be an
incentive stock option within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended, and this Agreement shall be
construed and interpreted in accordance with such intention.
2. Subject to adjustment as provided herein, the purchase price upon any
exercise of the Option shall be $30.00 per share (the "Option Price").
3. The Option shall not be assignable or transferable by Xxxxxxx except
by will or intestacy to the executors or administrators of Xxxxxxx'x
estate and, during the life of Xxxxxxx, the Option may be exercised
only by him or his legal representative (any such person, the "Option
Holder").
4. The Option shall expire on and no longer be exercisable to any extent
whatsoever after the earlier of (a) the tenth anniversary of the date
of this Agreement or (b) the fifth anniversary of the date on which
Xxxxxxx ceases for any reason to serve as the Chief Executive Officer
of the Company. Any exercise of the Option may be either in whole or
in part at any time and from time to time.
5. Neither Xxxxxxx nor Xxxxxxx'x legal representative or executors or
administrators shall be or be deemed to be the holder of any of the
Optioned Shares unless and until a certificate or other authorized
evidence for such shares shall have been issued. Upon payment of the
Option Price thereof, each share issued upon exercise of the Option
shall be fully paid and nonassessable.
6. In order to exercise the Option, the Option Holder shall give written
notice of intent to exercise the Option to the Chief Financial Officer
of the Company or his designee, specifying the number of the Optioned
Shares with respect to which the Option is being exercised, and
accompanied by payment to the Company of the amount of the Option
Price for the number of the Optioned Shares so specified.
7. Unless the shares to be issued upon the exercise of the Option shall
be registered prior to the issuance thereof under the Securities Act
of 1933, the Option Holder shall, as a condition of the Company's
obligation to issue such shares, give a representation in writing that
he is acquiring such shares for his own account as an investment and
not with a view to, or for sale in connection with, the distribution
of any thereof. In the event of the death of Xxxxxxx, an additional
condition of exercising the Option shall be the delivery to the
Company of such tax waivers and other documents as the Company shall
determine.
8. Upon any exercise of the Option, the Company may, in lieu of issuing
the Optioned Shares covered by such exercise, cancel such portion of
the Option in exchange for a cash payment to the Option Holder of an
amount equal to the product of (a) the excess of the Closing Price (as
defined below) of the Common Stock on the date the Company receives
notice of such exercise over the Option Price then in effect
multiplied times (b) the number of Optioned Shares covered by such
exercise, less applicable withholding taxes.
9. The Company shall at all times reserve and keep available, free from
preemptive rights out of its authorized but unissued Common Stock,
solely for the purpose of effecting exercises of the Option, the full
number of shares of Common Stock that would then be deliverable upon
the exercise of the entire then unexercised portion of the Option. If
the Common Stock is quoted on the American Stock Exchange or any other
U.S. national securities exchange and such shares shall have become
freely transferable by the Option Holder under the federal securities
laws, the Company will, if permitted by the rules of such exchange,
list and keep listed on such exchange, upon official notice of
issuance, all such shares of Common Stock.
10.
(a) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company payable
in Common Stock, the Option Price in effect at the opening of
business on the day following the date fixed for the
determination of stockholders entitled to receive such dividend
or other distribution shall be reduced by multiplying such Option
Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on
the date fixed for such determination and the denominator shall
be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such
reduction to become effective immediately after the opening of
business on the day following the date fixed for such
determination. (For purposes of determining adjustments to the
Option Price as set forth herein, shares of capital stock held in
the treasury of the Company or any of its subsidiaries, and
distributions or issuances in respect thereof, shall be
disregarded.)
(b) In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them, for
a period of not more than 45 days, to subscribe for or purchase
shares of Common Stock at a price per share less than the Current
Market Price (as hereinafter defined) on the date fixed for the
determination of stockholders entitled to receive such rights or
warrants, the Option Price in effect at the opening of business
on the day following the date fixed for termination of such
subscription or purchase period shall be reduced by multiplying
such Option Price by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number
of shares of Common Stock which the aggregate of the offering
price of the total number of shares of Common Stock actually
purchased upon exercise of such rights or warrants have purchased
at such Current Market Price and the denominator shall be the
number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number
of shares of Common Stock actually purchased upon exercise of
such rights or warrants, such reduction to become effective
immediately after the opening of business on the day following
the date fixed for such termination.
(c) In case the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
Option Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective
shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Option Price in
effect at the opening of business on the day following the day
upon which such combination becomes effective shall be
proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision
or combination becomes effective.
(d) In case the Company shall, by dividend or otherwise, distribute
to all or substantially all holders of its Common Stock evidences
of indebtedness, shares of capital stock of any class or series,
other securities, cash or assets (other than Common Stock, rights
or warrants referred to in clause (b) of this Section 10 or a
dividend or distribution payable exclusively in cash), the Option
Price in effect immediately prior to the close of business on the
date fixed for the payment of such distribution shall be reduced
by multiplying such Option Price by a fraction of which the
numerator shall be the Current Market Price on the date fixed for
such payment less the then fair market value (as determined in
good faith by the Board of Directors of the Company, whose good
faith determination shall be conclusive and described in a
resolution of the Board of Directors) of the portion of such
evidences of indebtedness, shares of capital stock, other
securities, cash and assets distributed per share of Common Stock
and the denominator shall be such Current Market Price, such
reduction to become effective immediately prior to the opening of
business on the day following the date fixed for such payment.
(e) In case the Company shall, by dividend or otherwise, make a
distribution to all or substantially all holders of its Common
Stock payable exclusively in cash in an aggregate amount that,
when combined with the aggregate amount paid in respect of all
other distributions to all or substantially all holders of its
Common Stock paid exclusively in cash within the 12 months
preceding the date fixed for the payment of such distribution to
the extent such amount has not already been applied in a prior
adjustment pursuant to this paragraph, exceeds 10% of the product
of the Current Market Price on the date fixed for such payment
times the number of shares of Common Stock on which such
distribution is paid, the Option Price in effect immediately
prior to the close of business on the date fixed for such payment
shall be reduced by multiplying such Option Price by a fraction
of which the numerator shall be the Current Market Price on the
date fixed for such payment less the Per Share Distribution
Amount (as hereinafter defined) paid in such distribution and the
denominator shall be such Current Market Price, such reduction to
become effective immediately prior to the opening of business on
the day following the date fixed for such payment.
(f) In case the Company or any of its Subsidiaries shall consummate a
tender or exchange offer for all or any portion of the Common
Stock, the Option Price in effect immediately prior to the close
of business on the date of expiration of such tender or exchange
offer shall be reduced or increased, as the case may be, by
multiplying such Option Price by a fraction of which the
numerator shall be the number of shares of Common Stock
outstanding at the close of business on such date of expiration
less the number of shares of Common Stock actually purchased in
such offer and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on such date of
expiration less the number of shares Common Stock which the
aggregate of the purchase price for the total number of shares of
Common Stock actually purchased in such offer would have
purchased at such Current Market Price, such reduction or
increase, as the case may be, to become effective immediately
prior to the opening of business on the day following such date
of expiration.
(g) The Company may not engage in any transaction if, as a result
thereof, the Option Price would be reduced to below the par value
per share of the Common Stock.
(h) No adjustment in the Option Price shall be required unless such
adjustment would require an increase or decrease of at least 1%
in the Option Price; provided, however, that any adjustments
which by reason of this paragraph are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.
(i) Whenever the Option Price is adjusted pursuant to Section 10(a),
(b) or (c), the number of Optioned Shares then subject to the
Option shall, in the case of a reduction in Option Price, be
increased proportionately and, in the case of an increase in
Option Price, be decreased proportionately.
(j) Whenever the Option Price is adjusted as herein provided, the
Company shall compute the adjusted Option Price and number of
Optioned Shares and shall prepare a certificate signed by the
Chief Financial Officer of the Company setting forth the adjusted
Option Price and number of Optioned Shares and showing in
reasonable detail the facts upon which such adjustment is based,
and such certificate shall be given by the Company to the Option
Holder.
(k) The following definitions shall apply to terms used in this
Section 10.
"Closing Price" of any Common Stock on any day means the last reported
per share sale price, regular way, of the Common stock on such day, or, in
case no such sale takes place on such day, the average of the reported
closing per share bid and asked prices, regular way, of the Common Stock on
such day, in each case on the American Stock Exchange or, if the Common
Stock is not listed or admitted to trading on the American Stock Exchange,
on the principal national securities exchange or quotation system on which
the Common Stock is listed or admitted to trading or quoted, or, if the
Common Stock is not listed or admitted to trading or quoted on any national
securities exchange or quotation system, the average of the closing per
share bid and asked prices of the Common Stock on such day in the
over-the-counter market as reported by a generally accepted national
quotation service or, if not so available in such manner, as furnished by
any American Stock Exchange member firm selected from time to time by the
Board of Directors of the Company for that purpose or, if not so available
in such manner, as otherwise determined in good faith by the Board of
Directors (whose good faith determination shall be conclusive and described
in a resolution of the Board of Directors).
"Common Stock" shall mean the Common Stock, or, subject to Section 11,
any shares of any class or classes resulting from any reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to
redemption by the Company; provided, however, that if at any time there
shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from such reclassification bears
to the total number of shares of all such classes resulting from all such
reclassifications.
"Current Market Price" on any date in question means, with respect to
any adjustment in Option Price as set forth herein, the average of the
daily Closing Prices for the Common Stock for the five consecutive Trading
Days selected by the Board of Directors commencing not more than 20 Trading
Days before, and ending not later than, the earlier of the date in question
and the day before the Ex Date with respect to the transaction requiring
such adjustment; provided, however, that (i) if any other transaction
occurs requiring a prior adjustment to the Option Price and the Ex Date for
such other transaction falls after the first of the five consecutive
Trading Days so selected by the Board of Directors, the Closing Price for
each such Trading Day falling prior to the Ex Date for such other
transaction shall be adjusted by multiplying such Closing Price by the same
fraction by which the Option Price is so required to be adjusted as a
result of such other transaction and (ii) if any other transaction occurs
requiring a subsequent adjustment to the Option Price and the Ex Date for
such other transaction falls on or before the last of the five consecutive
Trading Days so selected by the Board of Directors, the Closing Price for
each such Trading Day falling on or after the Ex Date for such other
transaction shall be adjusted by dividing such Closing Price by the same
fraction by which the Option Price is so required to be adjusted as a
result of such other transaction.
"Ex Date" means (i) when used with respect to any dividend,
distribution or issuance, the first date on which the Common Stock trades
regular way on the relevant exchange or in the relevant market from which
the Closing Price is obtained without the right to receive such dividend,
distribution or issuance, (ii) when used with respect to any subdivision or
combination of shares of Common Stock, the first date on which the Common
Stock trades regular way on such exchange or in such market after the time
at which such subdivision or combination becomes effective, (iii) when used
with respect to any tender or exchange offer, the first date on which the
Common Stock trades regular way on such exchange or in such market after
such tender or exchange offer expires and (iv) when used with respect to
any other transaction, the date of consummation of such transaction.
"Per Share Distribution Amount" means, with respect to any
distribution, (i) the cash paid in such distribution divided by (ii) the
number of shares of Common Stock on which such distribution is paid.
"Trading Day" means a day on which securities are traded on the
national securities exchange or quotation system or in the over-the-counter
market used to determine Closing Prices for the Common Stock.
11. In the event of any consolidation of the Company with, or merger of
the Company into, any other person, any merger of another person into
the Company (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding
shares of the Common Stock) or any sale or transfer of all or
substantially all of the assets the Company, the person formed by such
consolidation or resulting from such merger or which acquires such
assets, as the case may be, shall enter into a written agreement with
the Option Holder, providing that the Option Holder shall have the
right thereafter, during the period in which the Option shall be
exercisable, to exercise the Option only for the kind and amount of
securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock for which the Option might have been exercised
immediately prior to such consolidation, merger, sale or transfer,
assuming the Option Holder (i) is not a person with which the Company
consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may
be, (a "Constituent Person") or an Affiliate of a Constituent Person
and (ii) failed to exercise his or her rights of election, if any, as
to the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer;
provided, however, that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or
transfer is not the same for each share of Common Stock held
immediately prior to such consolidation, merger, sale or transfer by
persons other than a Constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
(each, a "Non-Electing Share"), then for purposes of this Section 11
the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer by each Non-Electing
Share shall be deemed to be the kind and amount so receivable per
share by a plurality of the Non-Electing Shares. Such written
agreement shall provide for adjustments which, for events subsequent
to the effective date of such agreement, shall be as nearly equivalent
as may be practicable to the adjustments provided for in Section 10.
The provisions of this Section 11 shall similarly apply to successive
consolidations, mergers, sales or transfers. If the exercise rights of
the Option Holder shall be adjusted pursuant to this Section 11, then
the Company shall cause to be given to the Option Holder a notice
describing such adjustment in appropriate detail.
12. The existence of the Option shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes
in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding whether of a
similar character or otherwise.
13. As a condition of the granting of the Option, Xxxxxxx agrees, for
himself, his personal representatives and his estate and executors,
that any dispute or disagreement which may arise under or as a result
of or pursuant to this Agreement shall be determined by the Board of
Directors of the Company, in its sole discretion, and that any
interpretations by the Board of Directors of the Company of the terms
of this Agreement shall be final, binding and conclusive.
14. As a condition of exercising the Option, the Option Holder agrees to
make such arrangements with the Company with respect to income tax
withholding as the Company shall determine.
15. Nothing herein contained shall be deemed to confer upon Xxxxxxx any
right to continue in the employ of the Company, nor to interfere in
any way with the right of the Company to terminate the employment of
Xxxxxxx at any time for any reason or without reason.
16. This Agreement constitutes the entire agreement between the Company
and Xxxxxxx with respect to the matters covered hereby and may not be
modified except by a written instrument signed by or on behalf of the
Company and the Option Holder.
17. THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES AND THE
ADJUDICATION AND ENFORCEMENT HEREOF SHALL BE GOVERNED BY AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
THEREOF.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by a duly authorized officer and Xxxxxxx has hereto affixed his hand, as of the
day and year first above written.
XXXXX CORPORATION
By: __________________
Name:
Title:
ACCEPTED AND AGREED TO:
------------------------------
Xxxxx X. Xxxxxxx
