Exhibit 4.1(d)
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of October 8, 2003 ,
between BrandPartners Group, Inc., a Delaware corporation (the "Company"),
having an address at 00 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000
and Xxxxx X. Xxxxxx ("Grantee").
In consideration of the Grantee's continued employment with the Company
pursuant to an Employment Agreement, between the Grantee and the Company (the
"Employment Agreement"), the Company hereby grants to the Grantee a nonqualified
stock option (the "Option") to purchase from time to time all or a portion of an
aggregate of 1,000,000 shares of the Company's common stock, $.01 par value per
share (the "Shares"), subject to and upon the terms set forth herein.
To evidence the Option and to set forth its terms, the Company and the
Grantee agree as follows:
1. Confirmation of Grant. The Company hereby evidences and confirms its
grant of the Option to the Grantee as of the date of this Agreement.
2. Number of Shares. The Option shall be exercisable for an aggregate
of 1,000,000 Shares.
3. Exercise Price. The exercise price shall be $0.20 per share for 500,000
shares and $0.30 per share for 500,000 shares.
4. Term and Vesting of Option. Subject to the terms of this Agreement, the
Option shall expire five years from the date of this Agreement and may be
exercised at any time from the date hereof until the expiration date for all or
any portion of the Shares (in whole shares); provided, however, that if the
Option is partially exercised, it shall be done so in denominations of 25,000
Shares or more.
5. Exercise of Option. The Option may be exercised by written notice to the
Chief Executive Officer of the Company at the Company's principal office. Such
notice shall state the election to exercise the Option and the number of shares
in respect of which it shall be exercised, and shall be signed by the person or
persons exercising the Option. In the event that the Option shall be exercised
pursuant to Paragraph 6 hereof by any person other than the Grantee, such notice
shall be accompanied by appropriate proof of the right of such person to
exercise the Option, as may be reasonably required by the Company and its
counsel. The notice of exercise shall be accompanied by payment of the full
purchase price of the Shares being purchased in cash or cash equivalents. The
certificate or certificates for the shares as to which the Option shall have
been so exercised shall be issued in the name of the Grantee and shall be
delivered, as provided above, to or upon the written order of the person or
persons exercising the Option as soon as practicable (except as otherwise
provided below in this Paragraph 5) after the due and proper exercise of the
Option. The Option will be deemed exercised on the date the above-described
notice and payment are hand delivered or, if mailed, postmarked. The holder of
the Option shall not have any rights of a stockholder with respect to the shares
covered by the Option unless and until the certificate or certificates for such
shares shall have been issued and delivered. It is expressly understood that,
notwithstanding anything contained in this Agreement to the contrary, (i) the
time for the delivery of the certificate or certificates of Common Stock may be
postponed by the Company for such period as may be required by the Company (such
period not to exceed 90 days) to comply with any listing requirements of any
national securities exchange or to comply with any applicable State or Federal
law, and (ii) unless and until the Shares underlying the Option are subject to
an effective registration statement, the Shares delivered upon exercise of the
Option will be subject to certain restrictions on transfer.
6. Termination of Employment. In the event that the Grantee terminates the
Employment Agreement other than for reason of disability or death prior to its
expiration date, all rights to purchase shares pursuant to the Option shall
cease and terminate on the date three (3) months after the date of termination.
If such termination results from disability or death, then the Grantee, his
guardian, legal representative, executor, administrator, heir or ____ shall have
the right to exercise the Option in full for a period of twelve (12) months
after the date of such termination or until the expiration date of the Option,
if sooner.
7. Nontransferability. The Option may be exercised only by the Grantee, and
may not be assigned, pledged, or otherwise transferred except as provided below.
During the Grantee's lifetime, the Grantee's Option may be transferred to (i)
his or her spouse, children or grandchildren ("Immediate Family Members"), (ii)
a trust or trusts for the exclusive benefit such Immediate Family Members, or
(iii) a partnership in which such Immediate Family Members are the only
partners, provided that (x) there may be no consideration for any such transfer
and (y) subsequent transfers of the transferred Option shall be prohibited
except those by will or the laws of descent and distribution. Following any such
transfer, the Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. In the event the
Grantee is incapacitated, the Option may be exercised by the Grantee's guardian
or legal representative. In the event of the Grantee's death, the Option may be
exercised by the executor or administrator of the Grantee's estate or by a
person who acquired the right to exercise them by bequest or inheritance or by
reason of the Grantee's death.
8. Adjustments. In the event of any merger, reorganization, consolidation,
sale of substantially all assets, recapitalization, reclassification, Common
Stock dividend (in excess of 5% thereon), Common Stock split or reverse split,
spin-off, split-up, split-off, distribution of assets or other change in
corporate structure affecting the Common Stock after the date hereof, an
appropriate substitution or adjustment shall be made in the number of shares
subject to the Option and to the exercise price; provided, however, that such
adjustment shall not increase the aggregate value of the Option, no fractional
shares shall be issued, and the aggregate exercise price shall be appropriately
reduced on account of any fractional shares. Without limiting the foregoing, in
case of any consolidation or merger of the Company with or into another
corporation (other than a merger with a subsidiary in which the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of the outstanding Shares issuable upon
exercise of the Option) or in case of the sale, transfer or other disposition of
all or substantially all of the assets of the Company, then the Grantee shall be
entitled to receive upon exercise of the Option such number of shares of capital
stock or other securities or property upon, or as a result of, such transaction
that the Grantee would have been entitled to receive had the Option been
exercised immediately prior to such transaction.
8. No Limitation on Rights of the Company. The grant of this Option shall
not in any way affect the right or power of the Company to make adjustments,
reclassifications, or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell, or transfer all or any part of its
business or assets.
9. Rights as a Stockholder. The Grantee shall have the rights of a
stockholder with respect to the Shares covered by the Option only upon becoming
the holder of record of those Shares.
10. No Obligation to Exercise Option. The granting of the Option shall
impose no obligation upon the Grantee to exercise the Option.
11. Governing Law. Except to the extent preempted by Federal law, this
Agreement shall be construed and enforced in accordance with, and governed by,
the laws of the State of New York without regard to any rules regarding
conflicts of law.
IN WITNESS WHEREOF, the Company and the Grantee have duly executed this
Stock Option Agreement as of the date first above written.
BRANDPARTNERS GROUP, INC.
By:
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Name:
Partner:
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Xxxxx X. Xxxxxx
