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Exhibit 4.7
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 17th day of December, 1991 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. XXXXXX, an
individual residing at 0 Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, 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 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 him 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. $6.00
"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 12,500 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 December 17, 1996 (provided that if
such day is not a day on which the Company is open
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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 his 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 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 December 16, 1992;
(b) one-quarter of the option on the second anniversary of the day
immediately preceding the date hereof, being December 16, 1993;
(c) one-quarter of the option on the third anniversary of the day
immediately preceding the date hereof, being December 16, 1994;
and
(d) one-quarter of the option on the fourth anniversary of the day
immediately preceding the date hereof, being December 16, 1995;
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 a director or 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 a director or officer, this option, to the extent then vested
but unexercised, may be exercised by the Participant for a period 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
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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 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
his 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 his 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:
If to the Company: Deprenyl USA, Inc.
000 Xxxxxxxxxxxx Xxx.
Xxxxxxx, XX X0X 0X0
XXXXXX
Attention: Dr. D. Xxxxxxxx Xxxxxxx
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with a copy to: Xxxxxxx X. Xxxxxxx, Esq., Corporate Secretary
Lane and Xxxxxxx
000 Xxxxx 00 Xxxx
XX Xxx 0000
Xxxxxxxxxx, XX 00000
X.X.X.
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 he will be subject to
certain reporting requirements upon his 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 his 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. Xxxxxx
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Xxxxxxx X. Xxxxxx
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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 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
