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Exhibit 99.7
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 1st day of February, 1993 between
DEPRENYL USA, INC., a corporation incorporated under the laws of the State of
New Jersey (hereinafter referred to as the "Company") and XXXXXXX X. XXXXXXX, an
individual residing at 000 Xxxx Xxxx Xxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000
(hereinafter referred to as the "Participant").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined that in
consideration for services rendered and to be rendered on the Company's behalf
and in order to provide an inducement to the Participant to acquire a
proprietary interest in the Company, it is in the Company's best interest to
grant an option to her to purchase shares of the Company's common stock
("Shares") on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
expressed herein, it is agreed by and between the parties as follows:
1.1 DEFINITIONS
In this Agreement:
"Board of Directors" means the board of directors of the Company;
"Exercise Price" means U.S. $8.375;
"Expiration Date" means 5:00 p.m. (Eastern Standard Time) on the later
of the dates provided in Section 2.2;
"Optioned Shares" means that number of Shares which are subject to the
option granted by the Company to the Participant pursuant to this
Agreement; and
"Shares" means shares of common stock, without par value, of the
Company.
2.1 GRANT OF OPTION
The Company hereby grants to the Participant an option to purchase, in
accordance with the vesting rights outlined in Sections 2.6 and 2.7
hereof, up to 10,000 Shares for an amount per Share equal to the
Exercise Price, upon the terms and subject to the conditions herein
contained.
2.2 Subject to Sections 2.6, 2.7 and 3.1 hereof, the Participant shall have
the right, at any time prior to 5:00 p.m. (Eastern Standard Time) on
the fifth anniversary date hereof, being February 1, 1998 (provided
that if such day is not a day on which the Company is open for business
then on the first following day on which the Company is open for
business) to exercise this option for any number of the Optioned Shares
up to the maximum number of Shares specified in Section 2.1 above.
2.3 The option may be exercised by the Participant or by her executors or
personal representatives in the circumstances described in Section 4.1
by providing to the Company notice in writing in the form of Schedule A
hereto setting out the number of Optioned Shares with respect to which
the option is being exercised. The notice must be accompanied by a
certified check, official bank cashier's check or money order in an
amount equal to the
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Exercise Price multiplied by the number of Shares requested and a duly
executed copy of this Agreement.
2.4 The Company shall cause its registrar and transfer agent to deliver to
the Participant as soon as practicable after receipt of such notice and
payment a certificate or certificates registered in the name of the
Participant or as the Participant may direct for the number of Shares
with respect to which the option is duly exercised.
2.5 Nothing contained in this Agreement or action taken pursuant hereto
shall obligate the Participant to purchase and/or pay for, or the
Company to issue, any Shares except those Optioned Shares with respect
to which the Participant shall have duly exercised the option to
purchase in accordance with this Agreement.
2.6 Subject to Section 2.7 hereof, the option granted hereunder shall vest
in the following manner:
(a) one-quarter of the option on the first anniversary of the day
immediately preceding the date hereof, being January 31, 1994;
(b) one-quarter of the option on the second anniversary of the day
immediately preceding the date hereof, being January 31, 1995;
(c) one-quarter of the option on the third anniversary of the day
immediately preceding the date hereof, being January 31, 1996;
and
(d) one-quarter of the option on the fourth anniversary of the day
immediately preceding the date hereof, being January 31, 1997;
and, except as provided by Section 6.1, the Participant shall only be
entitled to exercise this option in the amounts set out above and from
and after the dates so specified.
2.7 Notwithstanding anything contained in Section 2.6 hereof, the option
shall continue to vest only so long as the Participant continues to
serve the Company as an officer. Should the Participant cease to serve
in such capacity ("Termination"), no further vesting of the option
shall occur and the provisions of Section 3.1 shall apply with respect
to the exercise of the option to the extent that it has vested and has
not yet been exercised.
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3.1 EXPIRATION ON TERMINATION
Subject to Section 4.1 hereof, upon Termination, such part of the
option as is then vested but unexercised may be exercised by the
Participant for a period of ninety (90) days after Termination or such
later date as the Board of Directors may approve after which time this
option shall expire; provided, however, that in no event may this
option be exercised after the Expiration Date.
4.1 DEATH OR PERMANENT DISABILITY
In the event that on or prior to the Expiration Date, the Participant
dies or becomes totally and permanently disabled while serving the
Company as an officer, this option, to the extent then vested but
unexercised, may be exercised by the Participant for a period of up to
six (6) months after the death or disability of the Participant;
provided, however, that in no event may this option be exercised after
the Expiration Date. Disability shall be defined as in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended. For the purposes of
this provision only, reference to the Participant in this Agreement
shall be construed as including the executors or personal
representatives of a deceased Participant. In the event that this
option is not exercised within the period of six (6) months set out
above, this option shall expire.
5.1 SUBDIVISION, CONSOLIDATION OR REORGANIZATION
(a) In the event of any subdivision, redivision or change of the Shares
of the Company into a greater number of Shares at any time after the
date of this Agreement and prior to the Expiration Date of this option,
the Company shall deliver at the time of exercise of this option, but
for the same aggregate consideration payable therefor, such additional
number of Shares as the Participant would have been entitled to receive
as a result of such subdivision, redivision or change if on the record
date thereof the Participant had been the registered holder of the
number of such Shares with respect to which the option is later
exercised.
(b) In the event of any consolidation or change of the Shares of the
Company into a lesser number of Shares at any time after the date of
this Agreement and prior to the expiration of this option, the Company
shall deliver at the time of exercise of this option, but for the same
aggregate consideration payable therefor, such reduced number of
Shares, as the Participant would have been entitled to receive upon
such consolidation or change if on the record date thereof the
Participant had been the registered holder of the number of such Shares
with respect to which the option is later exercised.
(c) If at any time after the date of this Agreement and prior to the
expiration of this option, the Shares shall be reclassified or
reorganized, otherwise than as specified in Sections 5.1(a) and (b),
the Participant shall be entitled to receive upon the exercise of this
option and shall accept in lieu of the number of Shares then subscribed
for, but for the same aggregate consideration payable therefor, the
same aggregate number of shares of the appropriate class of shares that
the Participant would have been entitled to receive as a result of such
reclassification or other reorganization of Shares if on the record
date thereof the Participant had been the registered holder of the
number of such Shares with respect to which the option is later
exercised.
6.1 TAKE-OVER BID
If an offeror makes an offer to purchase 50% or more of the outstanding
Shares to substantially all holders of the Shares or, if an insider of
the Company makes an offer to purchase Shares to substantially all
holders of the Shares, and the Board of Directors
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recommends acceptance of such offer to the shareholders of the Company
and the offer price is greater than the Exercise Price, then this
option, whether or not it has vested in whole or in part, shall become
immediately exercisable. The Participant shall be bound to exercise
this option and to tender the Optioned Shares issued upon exercise of
this option into the offer upon receipt of notice from the Company if
the Company provides an interest-free loan to the Participant in the
amount of the Exercise Price for all of the Optioned Shares issuable
upon exercise of this option, subject to the execution of a security
agreement by the Participant in favor of the Company securing repayment
of the loan.
7.1 NO ASSIGNMENT
The Participant may not assign, transfer, pledge or hypothecate any of
her rights hereunder in any way (whether by operation of law or
otherwise) except by will or by the laws of succession on intestacy
which may apply to the estate of the Participant upon her death. The
option granted herein shall not be subject to execution, attachment or
similar process. Upon any attempt to assign, transfer, pledge,
hypothecate or otherwise dispose of this option contrary to the
provisions hereof, or upon the levy of any attachment or similar
process upon the option granted herein, such option shall immediately
become void.
8.1 GENERAL
(a) Time shall be of the essence of this Agreement.
(b) In this Agreement, words importing the singular number include the
plural and vice versa and words importing the masculine gender include
the feminine and neuter genders.
(c) All notices which may be or are required to be given by one party
to the other party pursuant to this Agreement shall be in writing and
shall be mailed by first class or certified mail, return receipt
requested, postage prepaid, or transmitted by hand delivery as follows:
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If to the Company: Deprenyl USA, Inc.
000 Xxxxxxxxxxxx Xxx.
Xxxxxxx, XX X0X 0X0
XXXXXX
Attention: Dr. D. Xxxxxxxx Xxxxxxx
With a copy to the Corporate Secretary,
c/o Lane and Xxxxxxx
000 Xxxxx 00 Xxxx
Post Office Box 8539
Somerville, New Jersey 08876
If to the Participant: at the address of the Participant from time
to time in the records of the Company,
or such other address as to which either party may from time to time
notify the other as aforesaid.
9.1 RESTRICTIONS ON TRANSFER
The Participant understands and acknowledges that the option and Shares
underlying the option have not been registered and that they are
subject to certain restrictions on transfer under the Securities Act of
1933 of the United States, as amended, (the "1933 Act"); such
restrictions provide that the Shares may not be sold without
registration or exemption from registration under the 1933 Act; and,
for purposes of the Securities Act (Ontario) (the "Ontario Act"), the
first trade of the Shares issued pursuant to the exercise of the
option, other than a trade exempted by the Ontario Act, will be a
distribution unless the Company has been a reporting issuer for at
least twelve (12) months and the Company is not in default of any
requirement of the Ontario Act, disclosure has been made to the Ontario
Securities Commission of the exempt trade, no unusual effort is made to
prepare the market or create a demand for the Shares, and no
extraordinary commission or consideration is paid with respect to the
trade, provided that such first trade is not from the holdings of a
so-called "control block".
10.1 REPORTING REQUIREMENTS
The Participant understands and acknowledges that she will be subject
to certain reporting requirements upon her receipt and exercise of the
option, and in connection therewith, upon the receipt and exercise of
the option, the Participant agrees to timely file with the Securities
and Exchange Commission, the National Association of Securities
Dealers, Inc., and any appropriate Canadian securities regulatory
authorities, the appropriate documentation regarding her ownership of
the Company's securities.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto.
Attest: DEPRENYL USA, INC.
a New Jersey corporation
/s/ Xxxxxx X. Xxxxxx By: /s/ D. Xxxxxxxx Xxxxxxx
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Xxxxxx X. Xxxxxx, Treasurer Dr. D. Xxxxxxxx Xxxxxxx, President
PARTICIPANT
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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SCHEDULE A
SUBSCRIPTION FORM
To: The Secretary of Deprenyl USA, Inc.
Pursuant to the terms and subject to the conditions set forth in the
Stock Option Agreement (the "Agreement") dated , between Deprenyl USA, Inc. and
the undersigned, I hereby elect to purchase shares of Common Stock of Deprenyl
USA, Inc. I understand that such purchase is subject to all the terms and
conditions of the Agreement. I request that the certificates for such shares of
Common Stock shall be issued in the name of:
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(please print or type name and address)
and be delivered to:
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(please print or type name and address)
In full payment of the purchase price with respect to the Optioned
Shares exercised, the undersigned hereby tenders payment of $___________ by
certified check or official bank cashier's check or money order payable in
United States or Canadian currency to the order of Deprenyl USA, Inc.
Dated: X
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(Signature)
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Name (Please Print)
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(Address)
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Taxpayer Identification Number
