STOCK OPTION AGREEMENT
AGREEMENT made as of the 22nd day of June, 1999, by and between, Holiday RV
Superstores, Inc., a Florida Corporation (the "COMPANY") and __________________
(the "HOLDER").
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions herein contained, the parties hereto agree as follows:
1. DEFINITIONS. As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:
1.1 "ACT" shall mean the Securities Act of 1933.
1.2 "BOARD" shall mean the Board of Directors of the Company.
1.3 "COMPANY" shall mean the entity identified described in the
heading hereof.
1.4 "DATE OF GRANT" shall mean the date of this Agreement described in
the heading hereof.
1.5 "EXERCISE PERIOD" shall mean the 5 year period commencing two
years after the DATE OF GRANT and terminating on the close of business on
the 22 day of June, 2006.
1.6 "EXERCISE PRICE" shall mean the purchase price for each share of
stock subject to this Option; to wit: $3.21 per share.
1.7 "HOLDER" shall mean the person identified hereinabove having the
right to exercise the option granted hereunder.
1.8 "OPTION" shall mean the right to purchase stock granted under the
provisions of this Agreement.
1.9 "STOCK" shall mean the COMPANY'S common stock, par value $.01 per
share.
1.10 "STOCK OPTION AGREEMENT" shall mean this Agreement.
2. GRANT OF OPTION. The COMPANY hereby grants to the HOLDER the right and
option to purchase all or any part of an aggregate of 10,000 shares of STOCK for
the EXERCISE PRICE on the terms and conditions herein set forth.
3. EXERCISE OF OPTION. The OPTION shall be exercisable during the EXERCISE
PERIOD; provided, however, during the EXERCISE PERIOD this OPTION shall be
exercisable in whole or in part but not as to less than 1,000 shares of Stock,
unless the number of shares of STOCK as to which this OPTION is exercisable is
less than 1,000 at anytime or from time to time during the EXERCISE PERIOD.
4. METHOD OF EXERCISE OF OPTION. The OPTION shall be exercised by delivery
to the COMPANY, as its principal place of business identified in Paragraph 11.5,
below, of (i) the written Notice of Exercise in the form attached hereto as
Exhibit A, which is incorporated herein by reference, specifying the number of
shares of STOCK with respect to which the OPTION is being exercised and signed
by the person exercising the OPTION as provided herein; and (ii) payment in full
of the purchase price. Upon acceptance of such Notice and receipt of payment in
full the COMPANY shall cause to be issued a certificate representing the shares
of STOCK purchased. The HOLDER shall not have any of the rights of a stockholder
with respect to the STOCK covered by the OPTION until the date of issuance of a
stock certificate to him for such shares of STOCK. The certificates or
certificates for the STOCK as to which the OPTION shall have been so exercised
shall be registered in the name of the person or persons so exercising the
OPTION, and shall be delivered as aforesaid to or upon written order of the
person or persons exercising the OPTION. In the event the OPTION is being
exercised by any person or persons other than the HOLDER, the notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the OPTION.
5. TRANSFER AND ASSIGNMENT OF OPTION. This OPTION and the rights and
privileges conferred in whole or in part hereby, may not be transferred,
assigned, pledged; or, hypothecated in any way (whether by operation of law,
except pursuant to the laws of descent and distribution, or otherwise) unless
registered under the ACT; or, in the opinion of counsel satisfactory to the
COMPANY an exemption from registration under the ACT is available to such
transaction. COMPANY shall pay all costs incurred by it in such transaction
including but not limited to legal fees. The OPTION shall not be subject to levy
and execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate, or, otherwise dispose of the OPTION or any right or
privilege conferred hereby, contrary to the provisions hereof, or upon the levy
and execution, attachment or similar process on the OPTION and the rights and
privileges conferred under this STOCK OPTION AGREEMENT, this OPTION and the
rights and privileges conferred hereby shall immediately become null and void.
6. ISSUANCE OF SHARES. COMPANY shall be obligated to sell and issue STOCK
pursuant to this OPTION and in accordance with the terms hereof but not before
the STOCK with respect to which the OPTION is being exercised is effectively
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registered or exempt from registration under the ACT in the opinion of counsel
for the COMPANY.
7. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES AND REGISTRATION RIGHTS.
The HOLDER hereby agrees that unregistered shares of STOCK ("Restricted
Securities") issued upon exercise of the OPTION, in whole or in part, shall not
be transferable except upon the conditions specified in this Section 7, which
conditions are solely intended to insure compliance with the provisions of the
ACT, or, in the case of Paragraph 7.12 hereof, to assist in an orderly
distribution. The HOLDER shall cause any proposed transferee of the Restricted
Securities held by the HOLDER to agree to take and hold such securities subject
to the provisions and upon the conditions specified in this Section 7.
7.1 CERTAIN DEFINITIONS. As used in this Section 7. the following terms
shall have the following respective meanings.
7.1.1. "COMMISSION" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the ACT.
7.1.2. "REGISTRABLE SECURITIES" means (i) shares of STOCK issued or
issuable pursuant to the exercise of the OPTION; and (ii) any Common Stock
issued in respect of the Shares or other securities which were issued
pursuant to the conversion of the shares of STOCK upon any stock split,
stock dividend, recapitalization, or similar event.
7.1.3 The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the ACT, and the declaration or ordering of the
effectiveness of such registration statement.
7.1.4 "REGISTRATION EXPENSES" shall mean all expenses incurred by the
COMPANY in complying with Paragraph 7.4. hereof, including, without
limitation, all disbursements of filing fees, printing expenses, fees and
disbursements of counsel for the COMPANY, blue sky fees and expenses, and
accountants' expenses, including without limitation, any special audits
incident to or required by any such registration.
7.1.5. "SELLING EXPENSES" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and
any other securities of the COMPANY being sold in the same registration as
the Registrable Securities by the HOLDER and, in the case of a registration
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pursuant to Paragraph 7.4., the expense of any special audits incident to
or required by such registration.
7.2 RESTRICTIVE LEGEND; NOTATION ON STOCK BOOKS. Each certificate
representing (i) the Restricted Securities; or, (ii) any other securities issued
in respect to the Restricted Securities or issued upon conversion of the
Restricted Securities upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall (unless otherwise permitted by the
provisions of Paragraph 7.3.) be stamped or otherwise imprinted with legends
substantially in the form set forth in Section 10 hereof. In addition, the
COMPANY shall make a notation regarding the restrictions on transfer of the
Restricted Securities, and any Restricted Securities shall be transferred on the
books of the COMPANY only if transferred or sold pursuant to an effective
registration statement under the ACT covering such securities or pursuant to and
in compliance with Paragraph 7.3.
7.3. NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Paragraph 7.3. Prior to any proposed
transfer of any Restricted Securities (other than under circumstances described
in Paragraph 7.4. hereof), the HOLDER thereof shall give written notice to the
COMPANY of such HOLDER'S option, either (i) an unqualified written opinion of
legal counsel who shall be reasonably satisfactory to the COMPANY addressed to
the COMPANY'S counsel, to the effect that the proposed transfer of the
Restricted Securities may be effected without registration under the ACT; or,
(ii) a "no action" letter from the COMMISSION to the effect that the transfer of
such securities without registration will not result in a recommendation by the
staff of the COMMISSION that action be taken with respect thereto, whereupon the
HOLDER of such Restricted Securities shall be entitled to transfer such
Restricted Securities in accordance with the terms of the notice delivered by
the HOLDER to the COMPANY. Each certificate evidencing the Restricted Securities
transferred as above provided shall bear the appropriate restrictive legend set
forth in Paragraph 7.2. and Section 10., except that such certificate shall not
bear such restrictive legend if the opinion of counsel or no action letter
referred to above is to the further effect that such legend is not required in
order to establish compliance with the provisions of the ACT.
7.4. COMPANY REGISTRATION
7.4.1. If the COMPANY shall determine to register any of its
securities either for its own account or the account of a security holder
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or holders exercising their respective demand registration rights, if
applicable, other than a registration relating solely to employee benefit
plans, or a registration relating solely to a transaction pursuant to Rule
145 promulgated by the COMMISSION under the ACT, or a registration
statement on Form S-2, or a registration on any registration form which
does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the COMPANY will:
(i) promptly give to each HOLDER written notice thereof (which
shall include a list of the jurisdictions in which the COMPANY intends
to attempt to qualify such securities under the applicable blue sky or
other state securities laws); and,
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests, made within 15 days after the giving of
such written notice from the COMPANY, by any HOLDER or HOLDERS, except
as set forth hereinbelow,
7.4.2. UNDERWRITING. If the registration of which the COMPANY gives
notice is for a registered public offering involving an underwriting, the
COMPANY shall so advise the HOLDERS as a part of the written notice given
pursuant to Paragraph 7.4.1. (i) In such event the right of any HOLDER to
registration pursuant to this Paragraph 7.4. shall be conditioned upon such
HOLDER'S participation in such underwriting shall (together with the
COMPANY) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for underwriting by the COMPANY and on
the terms and conditions set forth by the COMPANY and the underwriter.
Notwithstanding any other provision of this Paragraph 7.4., if the
underwriter reasonably determines that marketing factors require a
limitation on the number of shares to be underwritten, the underwriter may
(subject to the allocation priority set forth below) exclude some or all
Registrable Securities from such registration and underwriting. The COMPANY
shall advise all HOLDERS requesting registration, of the number of
Registrable Securities such permitted number of Registrable Securities. Any
Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
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7.5. EXPENSES OF REGISTRATION. All Registration Expenses and Selling
Expenses incurred in connection with any registration, qualification or
compliance pursuant to this Section 7. shall be borne by the COMPANY; provided
however, that if any State jurisdiction in which the securities shall be
qualified shall require that expenses incurred in connection with the
qualification of the securities in that jurisdiction be borne by the selling
shareholders, then such expenses shall be payable by the selling shareholders
pro rata, to the extent required by such jurisdiction.
7.6. REGISTRATION PROCEDURES. In the case of each registration effected by
the COMPANY pursuant to this Section 7., the COMPANY will keep each HOLDER
advised in writing as to the initiation of each registration and as to the
completion thereof. At its expense the COMPANY will:
7.6.1. Keep such registration effective for a period of 120 days or
until the HOLDER or HOLDERS have completed the distribution described in
the registration statements relating thereto, whichever first occurs; and,
7.6.2. Furnish such number of prospectuses and other documents
incident thereto as a HOLDER from time to time may reasonably request.
7.7. INDEMNIFICATION
7.7.1. The COMPANY will indemnify each HOLDER, with respect to which
registration, qualification or compliance has been effected pursuant to
this Section 7., against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the COMPANY of any rule or regulation promulgated under the
ACT applicable to the COMPANY and relating to action or inaction required
of the COMPANY in connection with any such registration, qualification or
compliance, and will reimburse each such HOLDER, for any legal and other
expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, including the same on
Appeal; provided, that the COMPANY will not be liable in any such case to
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the extent that any such claim, loss, damage, liability or expense arises
out of or is based upon written information furnished to the COMPANY by an
instrument duly executed by such HOLDER and stated to be specifically for
use therein.
7.7.2. Each HOLDER will, if securities hold by him are included in the
securities as to which such registration, qualification or compliance is
being effected, indemnify the COMPANY, each of its directors and officers,
each legal counsel and independent accountant of the COMPANY, each
underwriter, if any, of the COMPANY'S securities covered by such a
registration statement, each person who controls the COMPANY or such
underwriter within the meaning of the ACT, and each other such HOLDER
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse the COMPANY and such HOLDERS, directors, officers, persons,
underwriters and control persons for any legal or any other expenses
reasonably incurred in connection with investigation or defending any such
claim, loss, damage, liability or action, including the same on Appeal, in
each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in
such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information
furnished to the COMPANY by an instrument duly executed by such HOLDER and
stated to be specifically for use therein.
7.7.3. Each party entitled to indemnification under this Paragraph
7.7. (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the
defense of any such claims or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of
such claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and
the Indemnified Party may participate in such defense at such Indemnified
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Party's expense. The failure of any Indemnified Party to give notice as
provided herein shall relieve the Indemnifying Party of its obligations
under this Paragraph 7.7. only if such failure is prejudicial to the
ability of the Indemnifying Party to defend such action, and such failure
shall in no event relieve the Indemnifying Party of any liability that it
may have to any Indemnified Party otherwise than under this Paragraph 7.7.
No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry
of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim
or litigation.
7.8. INFORMATION BY HOLDER. Each HOLDER of securities included in any
registration shall furnish to the COMPANY such information regarding such HOLDER
and the distribution proposed by such HOLDER as the COMPANY may request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 7.
7.9. LIMITATIONS ON REGISTRATION OF ISSUES OF SECURITIES. Any registration
rights given by the COMPANY to any HOLDER or prospective HOLDER of its
securities shall be consistent with the registration rights in this Section 7.
and with the rights of the HOLDERS provided in this Agreement.
7.10. RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the COMPANY agrees to:
7.10.1. Make and keep public information available as those terms are
understood and defined in Rule 144 under the ACT, at all times.
7.10.2. Use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the COMPANY under the
ACT and the Securities Exchange Act of 1934, as amended;
7.11. TRANSFER OF REGISTRATION RIGHTS. The rights to cause the COMPANY to
register securities of the COMPANY under Paragraph 7.4. may be assigned to a
transferee of any of the Restricted Shares which are not sold to the public;
provided, that the COMPANY is given written notice at the time of or within a
reasonable time after said transfer, stating the name and address of said
transferee and identifying the securities with respect to which such
registration rights are being assigned.
7.12. "MARKET STAND-OFF" AGREEMENT. If requested by the COMPANY and an
underwriter of Common Stock (or other securities) of the COMPANY, the HOLDER
agrees not to sell or otherwise transfer or dispose of any Common Stock (or
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other securities) of the COMPANY held during the ninety (90) day period
following the effective date of a registration statement of the COMPANY filed
under the ACT. Such agreement shall be in writing in form satisfactory to the
COMPANY and such underwriter. The COMPANY may impose stop-transfer instructions
with respect to the shares (or securities) subject to the foregoing restrictions
until the end of said (90) day period.
8. DEMAND REGISTRATION. In lieu of HOLDER'S piggy back right set forth in
Section 7. as to the STOCK issuable upon exercise of the OPTION, the HOLDER may
demand the COMPANY to cause to be registered under the ACT all and not less than
all STOCK issuable upon the exercise of the OPTION. COMPANY shall pay all
Registration Expenses (as defined in Subparagraph 7.1.4.) and, if applicable,
Selling Expenses (as defined in Subparagraph 7.1.5.) incurred or to be incurred
by the COMPANY in such registration. In any registration statement filed by the
COMPANY pursuant hereto the provisions of Paragraph 7.7. shall apply.
9. ADJUSTMENTS TO STOCK ISSUABLE UPON EXERCISE OPTION.
9.1. An appropriate and proportionate adjustment shall be made in the
maximum number and/or kind of securities allocated in this OPTION, without
change in the aggregate purchase price applicable to the unexercised portion of
the outstanding OPTION, but with a corresponding adjustment in the price for
each share of STOCK or other unit of any security covered by this OPTION upon
the COMPANY'S issuance of New Securities. New Securities shall mean any common
stock or preferred stock of the COMPANY, whether now authorized or not, and
rights, options or warrants to purchase said common stock or preferred stock,
and securities of any type whatsoever that are, or may become, convertible into
said common stock or preferred stock; provided, New Securities does not include
(i) securities issued pursuant to options outstanding on the DATE OF GRANT or
options issues, after the DATE OF GRANT pursuant to a COMPANY'S Incentive Stock
Option Plan or Non-qualified Stock Option Plan for Officers and Directors (ii)
securities offered to the public pursuant to a registration statement under the
ACT; (iii) securities issued pursuant to the acquisition of another corporation
by the COMPANY, to purchase substantially all of the corporation's assets; or,
any other reorganization whereby the COMPANY owns less than fifty percent
(50.0%) of the voting power of such corporation; or, (iv) up to twenty percent
(20.0%) of the STOCK issued to employees of the COMPANY. Except as provided for
in this Section 9, if the outstanding shares of STOCK of the COMPANY are
increased, decreased, changed into or exchanged for a different par value or
without par value, through reorganization, recapitalization, reclassification,
stock dividend, stock split; or, reverse stock split, the appropriate and
proportionate adjustment shall be made hereunder.
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9.2. Upon the effective date of the dissolution or liquidation of the
COMPANY, or of a reorganization, merger or consolidation of the COMPANY with one
or more corporations or entities in which the COMPANY will not survive as an
independent, publicly owned corporation, or of a transfer of substantially all
the property or more than eighty percent (80.0%) of the then outstanding STOCK
of the COMPANY to another corporation or entity, any OPTION granted hereunder
shall be exercisable until the effective date of such event (or such earlier
date as this OPTION would otherwise expire hereunder) and terminate and be of no
further force or effect on such effective date unless provision be made, in
writing, in connection with such transaction for the assumption of this OPTION,
or the substitution of this OPTION of new options covering the shares of a
successor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to number and kind of stock and prices, in which event this
OPTION, or the substitution of this OPTION of new options covering the shares of
a successor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to number and kind of stock and prices, in which event this
OPTION or the new options substituted therefor, shall continue in the manner and
under the terms so provided. In the event of such dissolution, liquidation,
reorganization, merger, consolidation, transfer of assets or transfer of STOCK,
and if provision is not made in such transaction for the assumption of this
OPTION or the substitution for this OPTION of new options covering the shares of
a successor corporation or a parent or subsidiary thereof, then the HOLDER shall
be entitled, prior to the effective date of any such transaction, to purchase
the full number of shares of STOCK under this OPTION which he would otherwise
have been entitled to purchase during the remaining term of such OPTION. Upon
the first purchase of shares of STOCK pursuant to a tender offer or exchange
offer, other than by the COMPANY, for all or any part of the STOCK, the HOLDER
shall be entitled, prior to the termination date of any such tender offer, to
purchase the full number of shares of STOCK under this OPTION which he otherwise
would have been entitled to purchase during the remaining term of such OPTION.
9.3. Adjustments under this Section 9. shall be made by the COMPANY's Board
of Directors, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. No fractional shares of
STOCK shall be issued hereunder or any such adjustment.
10. STOP TRANSFER ORDERS AND RESTRICTIVE LEGENDS. The COMPANY shall not be
required (i) to transfer on its books any Restricted Securities issued upon the
exercise of this OPTION or any rights associated therewith which shall have been
sold or transferred in violation of the provisions set forth in this Agreement;
or, (ii) to treat as owner of such Restricted Securities or to accord the right
to vote as such owner or to pay dividends or to register such Restricted
Securities to any transferee to whom any such Restricted Securities have be so
transferred. The COMPANY may place stop transfer orders with its transfer agent
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against the transfer of Restricted Securities issued upon the exercised of the
OPTION in violation of the provisions of this Agreement. Further, certificates
evidencing Restricted Securities issued upon the exercise of the OPTION shall
bear the following restrictive legend:
"The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933,
as amended ("ACT"), the shares may not be sold or transferred or an
exemption therefrom under the "ACT."
11. MISCELLANEOUS.
11.1 Survival of Representations and Warranties. All representations,
warranties, covenants, indemnifications and agreements made by any party in this
Agreement, or in any exhibit, schedule, certificate, document or list delivered
by any such party pursuant hereto shall survive the effective date of the
transactions contemplated hereby. Each party hereto shall be entitled to rely
upon the representations and warranties of the other party or parties.
11.2 . Performance. In the event of a default on the part of the COMPANY,
the HOLDER shall have the right, in addition to any other remedies which may be
available, to obtain specific performance of the terms of this Agreement. Should
any party default in the performance of the terms and conditions of this
Agreement or any other agreement referred to herein which results in the filing
of a lawsuit for damages, or other remedy, or should HOLDER file suit for
specific performance, the prevailing party in such lawsuit shall be entitled to
recover reasonable attorneys' fees and court costs from the losing party,
including the same on appeal.
11.3. Benefit and Assignment. This Agreement shall be binding upon the
respective legal representatives, successors and permitted assigns of the
parties hereto.
11.4. Effect and Construction of this Agreement. This Agreement and the
exhibits and schedules hereto embody the entire agreement and understanding
between the parties and supersede any and all prior agreements, arrangements,
and understandings relating to matters provided for herein. The captions are for
convenience only and will not control or effect the meaning or construction of
the provisions of this Agreement. This Agreement may be executed in one or more
counterparts and all such counterparts shall constitute one and the same
instrument. The singular shall include the plural, the plural shall include the
singular and one gender shall include all genders. If any provision of this
Agreement shall be held to be invalid or unenforceable by a Court of competent
jurisdiction, such Invalidity or unenforceability shall attach only to such
provisions and shall not in any way affect, effect, or render invalid or
unenforceable any other provision of this Agreement and this Agreement shall be
carried out as if such invalid or unenforceable provision were not contained
herein.
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11.5. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing, and shall be deemed to have been duly
given when delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid to the Parties hereto at their addresses
indicated hereinafter, Either party may change his or its address for the
purpose of this paragraph by written notice similarly given. Parties addresses
are as follows:
COMPANY: HOLDER:
President
Holiday RV Superstores, Inc.
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
11.6. Arbitration. Any controversy, dispute or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by
arbitration. Arbitration proceedings shall be conducted in accordance with the
rules then prevailing of the American Arbitration Association or any successor.
The award of the Arbitration shall be binding on the Parties. Judgment shall be
entered upon an award of a majority of the arbitrators filed in a court of
competent jurisdiction and confirmed by such court. Venue for Arbitration
proceedings shall be Orange County, Florida. The Parties consent that the costs
of arbitration, attorneys' fees of the Parties, together with all other expenses
shall e paid as provided in the Arbitration award.
11.7. Cooperation. Subject to the terms and conditions herein provided,
each of the parties hereto shall use its best efforts to take, or cause to be
taken, such action to execute and deliver, or cause to be executed and
delivered, such additional documents and instruments and to do, or cause to be
done, all things necessary, proper or advisable under the provisions of this
Agreement and under applicable law to consummate and make effective the
transactions contemplated by this Agreement.
11.8. Waiver, Discharge, Etc. This Agreement may not be released,
discharged, abandoned, changed or modified in any manner, except by an
instrument in writing signed on behalf of each of the parties hereto and in the
case of the COMPANY by its duly authorized officers or representatives. The
failure of any party hereto to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of any such provision, nor
in any way to effect the validity of this Agreement of any part thereof or the
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right of any party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any other
or subsequent breach.
11.9. Rights of Persons not Parties. Nothing contained in this Agreement
shall be deemed to create rights in persons not parties hereto, other than the
successors and permitted assigns of the parties hereto.
11.10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State in which the COMPANY is incorporated.
IN WITNESS WHEREOF the Parties have executed this Instrument on the date
and year above written.
COMPANY:
HOLIDAY RV SUPERSTORES, INC.,
a Florida Corporation
____________________ By: ____________________
Witness
____________________
Witness Printed Name
________________________
Witness
________________________
Witness Printed Name
HOLDER:
________________________ By:____________________
Witness Xxxxxx X. Xxxxxxxx
________________________
Witness Printed Name
EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION
TO PURCHASE COMMON STOCK OF
HOLIDAY RV SUPERSTORES, INC.
Name:
Address:
Date:__________________
Attention: President
Re: Exercise of Stock Option for common stock of Holiday RV
Superstores, Inc. (the "Company")
Gentlemen:
Subject to acceptance herein in writing pursuant to the provisions of a
Stock Option Agreement dated ___ day of _____, 1999, I hereby elect to exercise
options granted to me to purchase __________ shares of $.01 par value Common
Stock of the Company, at the price of _____ per share.
Enclosed is a certificate check (or bank, or cashier's check) for
$____________ for the full purchase price payable to the order of the Company.
As soon as the Stock Certificate is registered in my name, please deliver
it to me at the above address.
Very truly yours,
__________________________
AGREED TO AND ACCEPTED;
COMPANY:
By:________________________
Title:_______________________
Number of Shares Exercised:___________
Number of Shares Remaining:__________ Date:______________
Schedule of Omitted 1999 Board of Director Stock Option Agreements
Stock Option Agreement by and between the Registrant and Xxxxxx Xxxxxxxx
Stock Option Agreement by and between the Registrant and Xxxxxx Xxxxxxxx
Stock Option Agreement by and between the Registrant and X. Xxxxxx XxXxxxxxx
Stock Option Agreement by and between the Registrant and Xxxx X. Xxxxxx
Stock Option Agreement by and between the Registrant and Xxxxx X. Xxxxxxxx
Stock Option Agreement by and between the Registrant and Xxxxxx X. Xxxxx
Stock Option Agreement by and between the Registrant and Xxx X. Xxxxxx
