D R A F T
04/14/98
EXHIBIT 10.11
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of October 31, 1997, (the
"Grant Date"), between Pelican Properties, International Corp., a Florida
corporation whose principal place of business is 00000 Xxxxxxxx Xxxxxxx, Xxx
Xxxx Xxx, XX 00000 (the "Company") and Xxxxxxx Xxxxxxxx (the "Optionee").
In consideration for services rendered to the Company as a Chief
Financial Officer, Treasurer and Secretary, the Company hereby grants to
Optionee the option to acquire common stock, par value $.001 per share, of the
Company (the "Common Stock"), upon the following terms and conditions.
1. Grant of Option. Subject to the provisions of this Agreement
and the Employment Agreement entered into between the Company and the Optionee
of even date, the Company hereby grants to Optionee the right and option (the
"Option") to purchase up to Forty Thousand (40,000) shares of Common Stock (the
"Option Shares") at the Exercise Price (the "Exercise Price") described in
Section 2 of this Agreement and specifically subject to the "Vesting of the
Option" described in Section 3 of this Agreement.
2. Exercise Price. Subject to the provisions of Section 3 of
this Agreement, the Exercise Price of the Option Shares shall be determined as
follows:
a. For any Option vesting on December 31, 1998 ("Year
Three"), the exercise price shall be the greater of (i) $1.00 per Option Share
or (ii) the average bid price per share of Common Stock for Year Three,
determined by averaging the bid prices as of March 31, 1998, June 30, 1998,
September 30, 1998, and December 31, 1998.
The Company shall pay all original issue or transfer taxes
on the exercise of the Option.
3. Vesting of Option. Subject to the provisions of this
Agreement
a. A total of up to 40,000 Option Shares shall vest
subject to the Company meeting two of the three criteria set forth below
commencing December 31, 1997, and continuing through December 31, 1998:
(1) As of December 31, the Company shall have
attained no less than a 20% increase in its Earnings Before Income Tax (EBIT)
over the previous December 31 year end; and/or
(2) As of December 31, the weighted average
earnings per share of the Company's Common Stock shall have increased by no less
than 20% over the previous year's weighted average earning per share, which
shall be determined by the sum of the average outstanding shares during the
relevant year as of March 31, June 30, September 30, and December 31, divided by
4, and comparing that number to the previously year's number, calculated in a
like manner; and/or
(3) As of December 31, the average bid price of
the Common Stock shall have increased by no less than 20% over the previous
year's average bid price, which shall which shall be determined by average bid
price of the Common Stock for the five (5) consecutive business days commencing
December 1.
b. To the extent that
(1) only one of the criteria described in
Section 3(a) is attained during a given year, 20,000 Option Shares shall vest
for that year; and
(2) an increase of more than 10% but less than
20% of the criteria is met during a given year, the number of Option Shares
shall vest based upon a pro-rata percentage, which would range between 20,000 to
39,999 Option Shares for that year.
c. Subject to the provisions hereof, the Option Shares
shall vest as of December 31 as applicable,
4. Exercisability of Option. Subject to the provisions of this
Agreement, the Option shall be exercisable by Optionee in whole or in part, at
any time and from time to time, upon the Vesting Date and ending on December 31,
2003.
5. Non-Assignability of Option. The Option shall not be given,
granted, sold, exchanged, transferred, pledged, encumbered, assignee or
otherwise disposed of by Optionee, other than by will or the laws of descent and
distribution, and, during the lifetime of Optionee, shall not be exercisable by
any other person, but only by the Optionee.
6. Method of Exercise of Option. Optionee shall notify the
Company by written notice, in the form of the Notice of Exercise attached hereto
(Attachment A), delivered to the Company's principal office, attention: Chief
Executive Officer, accompanied by Optionee's cashier's check payable to the
order of the Company for the full exercise price of the Option Shares
purchased. As soon as practicable after the receipt of such Notice of Exercise,
the Company shall, at its principal office, tender to Optionee a certificate or
certificates issues in Optionee's name evidencing the Option Shares purchased by
Optionee hereunder.
7. Termination of Option. To the extent not exercised, the Option
shall terminate the earlier of:
(a) December 31, 2003; or
(b) In the event Optionee ceases to be the Chief
Financial Officer of the Company at any time prior to expiration of the Option,
for any reason other than for Cause, as that term is defined in the Employment
Agreement between the Company and the Optionee of even date herewith, the
unexercised portion of the Option may be exercised by Optionee (or by a person
who acquired the right to exercise the Option by bequest or inheritance or by
reason of the death of Optionee) for a period of thirty (30) days from the date
of such cessation; or
(c) In the event of Optionee's termination for Cause at
any time prior to the expiration of the Option, the unexercised portion of the
Option shall immediately terminate.
8. Shares of Common Stock as Investment. By accepting the Option,
Optionee agrees that the Option and any and all Option Shares purchased upon the
exercise thereof, unless registered at the time of purchase under the Securities
Act of 1933, as amended (the "Securities Act"), shall be acquired for investment
and not for distribution, and upon the issuance of any or all of the Option
Shares subject to the Option, Optionee shall deliver to the Company a
representation in writing that such Option Shares are being acquired in good
faith for investment and not with a view to resale or distribution. The Company
may place an appropriate restrictive legend on the certificate or certificates
evidencing such Option Shares.
9. Adjustment of Shares.
(a) If any time prior to the expiration or exercise in full
of the Option, there shall be any increase or decrease in the number of issued
and outstanding shares of the Common Stock through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of the Common Stock, then and in such event,
appropriate adjustment shall be made in the number of Shares, and the exercise
price per Option Share thereof, that remain unexercised under the Option, so
that the same percentage of the Company's issued and outstanding shares of
Common Stock shall remain subject to purchase at the same aggregate exercise
price.
(b) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with a direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
exercise price of the Shares that remain unexercised under the Option.
(c) Without limiting the generality of the foregoing, the
existence of unexercised Shares under the Option shall not affect in any manner
the right or power of the Company to make, authorize or consummate (i) any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred to
preference stock that would rank above the Shares issuable upon exercise of the
Option; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
10. Corporate Events. In the event of a proposed liquidation of the
Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or consolidation, or a proposed separation or
reorganization, the Board of Directors may declare that the Option shall
terminate as of a date to be fixed by the Board of Directors; provided that
not less than thirty (30) days written notice of the date so fixed shall be
given to the Optionee, and the Optionee shall have the right, during the
thirty (30) days preceding such termination, to exercise the Option as to all
or any part of the Option Shares covered thereby, including Option Shares as
to which such Option shall not otherwise be exercisable. However, nothing set
forth herein shall (i) extend the term set for purchasing the Option Shares or
(ii) give Optionee any rights or privileges as a shareholder of the Company
(respecting the Option Shares underlying the Option which is the subject of
this Agreement) prior to the Optionee's exercise of any of the Option Shares.
11. Binding Effect. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their heirs, legal representatives, successors and permitted assigns.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
PELICAN PROPERTIES,
INTERNATIONAL CORP.
By: /S/ XXXX XXXXXXX
----------------------------
Xxxx Xxxxxxx, President
OPTIONEE
/S/ XXXXXXX XXXXXXXX
--------------------------------
XXXXXXX XXXXXXXX
ATTACHMENT A
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise the within
Option to the extent of purchasing ____________ shares of Common Stock of
Pelican Properties, International Corp., a Florida corporation, and hereby
makes payments of $_________ in payment therefor.
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Signature
--------------------------------
Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
Name: _______________________________________________________________
(Please type or print in block letters.)
Address: _____________________________________________________________
_______________________________________________________________________
Social Security Number: ______________________________________________
