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EXHIBIT 10.9
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is made as of the 21st day
of May, 1997, between Xxxxxx General Corporation, a California corporation (the
"Company"), and Xxx X. Xxxx ("Employee").
The Company hereby grants an option to purchase shares of the Company's
Common Stock to Employee, and Employee hereby accepts the option, on the
following terms and conditions:
Section 1. GRANT OF OPTION.
The Company hereby grants to Employee the right and option ("Option") to
purchase up to Six Hundred Thousand (600,000) shares of the Company's authorized
but unissued Common Stock (the "Shares"), all of which have been reserved for
issuance pursuant to the Option.
Section 2. OPTION PRICE.
The Option price shall be $1.00 per share, subject to adjustment as
provided in Section 6 hereof.
Section 3. WHEN OPTION MAY BE EXERCISED.
The Option shall be exercisable as follows:
(a) Provided that Employee is still employed by the Company or
any subsidiary of the Company, Employee shall have the right to purchase up to
150.000 Shares at any time and from time to time, as to all or any portion of
the Shares, from the April 30, 1998 through 5:00 p.m., California time on April
30, 2001.
(b) Provided that Employee is still employed by the Company or
any subsidiary of the Company, Employee shall have the right to purchase up to
150,000 Shares at any time and from time to time, as to all or any portion of
the Shares, from April 30, 1999 through 5:00 p.m., California time, on April 30,
2002.
(c) Provided that Employee is still employed by the Company or
any subsidiary of the Company. Employee shall have the right to purchase up to
150,000 Shares at any time and from time to time, as to all or any portion of
the Shares, from April 30, 2000 through 5:00 p.m., California time, on April 30,
2003.
(d) Provided that Employee is still employed by the Company or
any subsidiary of the Company. Employee shall have the right to purchase up to
150,000 Shares at any time and from time to time, as to all or any portion of
the Shares, from April 30, 2001 through 5:00 p.m., California time, on April 30.
2004.
Section 4. INVESTMENT REPRESENTATION OF EMPLOYEE.
Employee acknowledges that the Option and the Shares issuable upon
exercise of the Option (the "Restricted Securities") have not been registered
under the Securities Act of 1933, as amended (the "Act") or applicable state
securities laws. Employee acknowledges that the offer, sale and delivery, of the
Restricted Securities to him is made in reliance upon his representations,
warranties, agreements and undertakings reflected herein. Employee represents
and warrants that he is
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10.7 Headings. Section and other headings contained in this agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this agreement.
IN WITNESS WHEREOF, the parties, have executed this Option as of the date
first above written.
XXXXXX GENERAL CORPORATION
By /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
/s/ XXX X. XXXX
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Xxx X. Xxxx
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