1
Exhibit 10.8
STOCK OPTION AGREEMENT
REYNARD MOTORSPORT, INC.
December 18, 1998
THIS AGREEMENT is made as of the 18 day of December, 1998, between
Reynard Motorsport, Inc., a Delaware corporation (the "Company"), and Xxxx
Xxxxxxxxx (the "Optionee").
The Board of Directors of Reynard Motorsport Limited ("RML") on
September 25, 1998, voted in favor of granting to the Optionee an option to
purchase ordinary shares of the company with respect to 117,760 shares at a
purchase price of (pound)36.50 per share and subject to other terms and
conditions as payment for services performed prior to September 25, 1998. Upon a
series of transactions, resulting in RML and other entities becoming indirect
wholly owned subsidiaries of the Company and reflecting the agreement of the
parties as to the number of options granted and the exercise price, the options
granted to Optionee in RML have been cancelled and exchanged for options to
purchase shares of common stock in the Company.
In consideration of the promises and mutual covenants herein contained,
the Company and the Optionee agree as follows:
1. The Company hereby grants to the Optionee upon the terms and
conditions hereinafter stated the right and option (the "Option") to purchase
all or any part of an aggregate of 426,449 shares of the Company's authorized
but unissued or reacquired common stock at a purchase price of $13.49 per share.
Optionee hereby cancels all previous options granted to Optionee in RML.
2. The Option is granted upon the following terms:
2.1 Duration of the Options. Subject to reductions in the
Option period as hereinafter provided in the event of death of the Optionee, the
Option shall continue in effect until the earlier of (i) the date the Optionee
purchases shares hereunder, or (ii) ten years from September 25, 1998.
2.2 Time of Exercise. Except as provided in paragraph
2.1 and 2.4 the Option may be exercised from time to time commencing on the
effective date of this agreement.
2.3 Nonassignability. The Option is nonassignable and
nontransferable by the Optionee except by will or by the laws of descent and
distribution of the state or country of the Optionee's domicile at the time of
death, and is exercisable during the Optionee's lifetime only by the Optionee.
2
2.4 Termination of Engagement.
(a) In the event the Optionee's engagement by the
Company or by any parent or subsidiary of the Company is terminated because of
death or physical disability, the Option shall be fully exercisable and the
Option shall not terminate until the end of the six month period following such
cessation of the relationship, unless by the terms of the Option it sooner
terminates or expires.
(b) In the event the Optionee's engagement by the Company
or by any parent or subsidiary of the Company ceases because of death of the
Optionee, the Option may, to the extent the Optionee would have been able to
exercise the Option, be exercised after his death by the person or persons to
whom the Optionee's rights under the Option shall pass by will or by the laws of
descent and distribution of the state or country of the Optionee's domicile at
the time of death.
(c) In the event of death or termination of engagement
of the Optionee, to the extent the Option shall not have been exercised within
the limited periods provided above, all further rights to purchase shares
pursuant to the Option and all other rights relating to the Option shall cease
and terminate at the expiration of such periods.
2.5 Purchase of Shares. Shares may be purchased or acquired
pursuant to the Option only upon receipt by the Company or notice in writing
from the Optionee of the Optionee's intention to exercise, specifying the number
of shares as to which the Optionee desires to exercise the Option and the date
on which the Optionee desires to exercise the Option, and the date on which the
Optionee desires to complete the transaction, which shall not be more than 30
days after receipt of the notice and, unless in the opinion of counsel for the
Company such representation is not required in order to comply with the United
States Securities Act of 1933, as amended, containing a representation that it
is the Optionee's present intention to acquire the shares for investment and not
with a view to distribution. On or before the date specified for completion of
the purchase of shares pursuant to the Option, the Optionee must have paid the
Company the full price of such shares in cash, or by such other means as is
acceptable to the Company, in its discretion. No shares shall be issued until
full payment therefor has been made, and the Optionee shall have none of the
rights of a shareholder until a certificate for shares is issued to the
Optionee. The Optionee shall, upon notification of the amount due, if any, and
prior to or concurrently with delivery of the certificates representing the
shares with respect to which the Option was exercised pay to the Company amounts
necessary to satisfy any applicable United Kingdom, United States federal,
state, and local withholding tax requirements. If additional withholding becomes
required beyond any amount deposited before delivery of the certificates, the
Optionee shall pay such amount to the Company on demand, including withholding
of shares or proceeds from the sale of shares by Optionee. In the absence of
such payment, the Company may withhold such amount from any funds owed by the
Company to the Optionee.
2.6 Changes in Capital Structure. In the event that the
outstanding shares of the Company are hereafter increased or decreased or
changed into or exchanged for a different
2
3
number or kind of shares or other securities of the Company or another
corporation, by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in shares, appropriate adjustment shall be made by the Board of
Directors in the number and kind of shares for purchase pursuant to the Option
and the corresponding Option price. Any such adjustment made by the Board of
Directors shall be conclusive.
3. The obligations of the Company under this Agreement are subject to
the approval of such state or federal authorities, if any, as may have
jurisdiction in the matter. The Company will use its best efforts to take such
steps as may be required by state or federal law or applicable regulations,
including rules and regulations of the United States Securities and Exchange
Commission and any stock exchange on which the Company's shares may then be
listed, in connection with the issuance or sale of any shares purchased upon the
exercise of the Option, provided, however that the Company shall not be
obligated hereunder to register the Option or shares covered by the Option.
4. Nothing in this Agreement shall confer upon the Optionee any right
to be engaged by the Company as an employee, director, agent, consultant, or
independent contractor or shall interfere in any way with the right of the
Company or any subsidiary by whom the Optionee is engaged to terminate the
Optionee's engagement at any time, for any reason, with or without cause.
5. This Agreement shall be binding upon and shall inure to the benefit
or any successor or successors of the Company but except as hereinabove provided
the Option herein granted shall not be assigned or otherwise disposed of by the
Optionee.
6. No amendment to this Agreement shall be valid unless such amendment
is in writing and is signed by authorized representatives of both parties to
this Agreement.
7. Any of the terms and conditions of this Agreement may be waived at
any time and from time to time in writing by the party entitled to the benefit
thereof, but a waiver in one instance shall not be deemed to constitute a waiver
in any other instance. A failure to enforce any provision of this Agreement
shall not operate as a waiver of the provision or of any other provision hereof.
8. In the event that any provision of this Agreement shall be held to
be invalid, illegal or unenforceable in any circumstances, the remaining
provisions shall nevertheless remain in full force and effect and shall be
construed as if the unenforceable portion or portions were deleted.
9. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
10. All notices, requests, payments, instructions, claims or other
communications hereunder shall be in writing and shall be deemed to be given or
made when delivered by first-
3
4
class, registered or certified mail to the following address or addresses or
such other address or addresses as the parties may designate in writing in
accordance with this Section:
If to Company: Attn: Xxxxxx Xxxxxxx
0 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx
XX0 0XX Xxxxxxx
If to Optionee: Xxxx Xxxxxxxxx
0 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx
XX0 0XX Xxxxxxx
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate as of the day and year first hereinabove written.
REYNARD MOTORSPORT, INC.
By:
-----------------------------
---------------------------------
Xxxx Xxxxxxxxx
4
