Exhibit 99.1
OPTION AGREEMENT
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AGREEMENT made this 21st day of May, 1997, by and between XXXXXX X.
XxXXXX ("Grantor") and XXXX X. XxXXXX ("Grantee"):
WHEREAS, the Grantor owns 340 of the 425 issued and outstanding shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"),
of TRAILER BRIDGE, INC., a Delaware corporation (the "Corporation");
WHEREAS, the Grantee has provided valuable assistance to the Grantor on
business and personal matters since 1980; and
WHEREAS, in appreciation of the dedication, valuable assistance and
advice provided by the Grantee, the Grantor considers it to be appropriate for
the Grantee to have the rights set forth herein with respect to some of the
Shares;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Option. The Grantor hereby grants to the Grantee an option (the
"Option") to purchase from the Grantor from time to time, up to 60 Shares (the
"Option Shares"), on or before 5 P.M. New York City time on May 20, 2007 (the
"Expiration") for $14,855.50 per Share or an aggregate purchase price of
$891,330 for all 60 Shares.
2. Exercise of Option. Grantee shall have the right to exercise the
Option at any time by delivering to the Grantor (with a copy to the Corporation)
not less than ten nor more than thirty days prior written notice of exercise
stating the number of Option Shares to be purchased, the purchase price per
Option Share, the aggregate purchase price for all Shares as to which the Option
is being exercised and the date of exercise of the Option. Such notice shall
constitute a binding agreement of the Grantee to purchase such Shares on such
date. If the Option is exercised in part, the Option shall not be exercised on
more than three occasions. The Option shall be exercised by tender by the
Grantee of the purchase price of the Option Shares as to which the Option is
being exercised by certified or bank check payable to the Grantor against
delivery of the stock certificates for such Option Shares duly endorsed by the
Grantor or with assignments attached thereto duly endorsed by Grantor with
signatures guaranteed by a bank or a New York Stock Exchange member firm. In the
event the number of Option Shares as to which the Option is exercised is less
than the number of shares represented by the certificates tendered by the
Grantor, the Grantee shall arrange for the Corporation promptly to return to the
Grantor certificates in the name of the Grantor for the excess shares. The
Grantee shall, as a condition of exercising the Option, make appropriate
arrangements with the Corporation for the payment of all federal, state or local
withholding taxes, if any. applicable as a result of the exercise of the Option.
3. Further Agreements. Grantor agrees that prior to Expiration he will
retain good and marketable title to the Option Shares (and any other securities
issued in respect thereof) free and clear of all liens and encumbrances. Other
than in the immediately preceding sentence, Grantor makes no representation,
warranty or covenant with respect to the Corporation or the Option Shares and
shall be deemed to make no representation, warranty or covenant at the time of
exercise of the Option. Grantee acknowledges that the Option Shares have not,
and at the time of exercise of the Option will not have been registered with the
Commission under the Act or with any state securities commission, and that
neither the Grantor nor the Corporation is granting any right to such
registration. The Option Shares will be "restricted securities" as defined in
Rule 144 under the Act. Grantee covenants that the Option Shares will be
acquired by the Grantee for his own account for investment without a view the
resale or distribution thereof and that Grantee shall not sell such shares
except in compliance with the Act and applicable state securities laws. The
Grantee consents to the placement by the Corporation of a legend on the
certificates representing the Option Shares to such effect and to the placement
of stop transfer instructions by the Corporation with the transfer agent for the
shares. Grantee acknowledges that he may be required to hold the Option Shares
for an indefinite period and to take the investment risk with respect thereto.
Grantee acknowledges that he is an "accredited investor" as such term is defined
in Rule 144, that he has full knowledge of business and affairs of the
Corporation and that he bas had the opportunity to ask questions of the Grantor
and has received complete responses to all inquires concerning the Corporation
and the Option Shares. Grantee acknowledges that at the time of exercise of the
Option he will be relying entirely upon his own investigation of the Corporation
and not upon any information obtained from the Grantor. The Grantee shall
furnish a copy of this Agreement to the Corporation within five days of the date
of execution hereof. Grantee acknowledges that he shall not have any of the
rights of a holder of Option Shares for any purpose unless and until the Option
is exercised.
4. Certain Adjustments. If the Option Shares are increased or decreased
in number or changed into or exchanged for a different number or kind of
securities of the Corporation or any other entity by reason of a
recapitalization, reclassification, merger, consolidation, sale of assets, stock
split, combination of shares, stock dividend, liquidation or dissolution of the
Corporation or other event, the number and kind of securities which respect to
which the Option may be exercised, and the purchase price thereof will be
adjusted by the Grantor so that the Grantee may receive, for an aggregate
purchase price equal to the aggregate purchase price of the Option set forth
herein, the type and amount of securities that the Grantor receives in respect
of the Option Shares. In no event shall the Grantee be entitled to any cash
dividends or distributions with respect to Option Shares for which the record
date is before the date the Grantee has exercised the Option.
5. Notices. Any notice or other communication required or permitted
hereunder shall be in writing, and shall be deemed to have been given when
received by United States mail, postage prepaid, overnight delivery service or
by delivery to the last address of the person or entity to which such notice is
given which is known to the person or entity giving such notice. Currently, such
address is 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 for the Grantor,
the Grantee and the Corporation. Each of the foregoing shall be entitled to
specify a different address by giving notice as aforesaid to the other.
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6. Miscellaneous. This Agreement constitutes the entire agreement among
the parties hereto pertaining the subject matter hereof and supersedes all prior
agreements, understandings and negotiations of the parties with respect thereto.
No amendment, supplement, modification, or waiver of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. All of the
terms and conditions of this Agreement shall be binding. upon and shall inure
only to the benefit of the parties hereto and their respective. heirs and
personal representatives. The Grantee may not assign or transfer this Agreement
or any rights hereunder without the consent of the Grantor except by will or the
laws of descent and distribution. During the lifetime of the Grantee the Option
may be exercised only by the Grantee or, in the event of his disability, by his
duly appointed guardian or conservator. The Grantee's rights hereunder shall not
be subject to commutation, encumbrance, or the claims of the Grantee's
creditors, and any attempt to do any of the foregoing shall be void. This
Agreement shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above mentioned.
GRANTOR: GRANTEE:
/s/ Xxxxxx X. XxXxxx /s/ Xxxx X. XxXxxx
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Xxxxxx X. XxXxxx Xxxx X. XxXxxx
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STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 21at day of May, 1997, before me personally appeared XXXXXX X.
XxXXXX, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that be
executed the same.
/s/ Xxxx X. XxXxxxxx
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Notary Public
Xxxx X. XxXxxxxx
Notary Public, State of New York
No. 01MC4835071
Qualified in Richmond County
Certificate Filed in New York County
Commission Expires: June 30, 0000
XXXXX XX XXX XXXX )
) ss:
COUNTY OF NEW YORK )
On this 21st day of May, 1997, before me personally appeared XXXX X.
XxXXXX, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that be
executed the same.
/s/ May X. XxXxxxxx
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Notary Public
Xxxx X. XxXxxxxx
Notary Public, State of New York
No. 01MC4835071
Qualified in Richmond County
Certificate Filed in New York County
Commission Expires: June 30, 1999
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