Exhibit 10.27
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STOCK OPTION AGREEMENT
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This STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as
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of December 1, 1999, by and between Matthews Studio Equipment Group, a
California corporation (the "Company"), and Anil Sharma, an individual (the
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"Optionee").
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WITNESSETH:
WHEREAS, the Company has agreed to grant to Optionee non-qualified options
to purchase one hundred fifty thousand (150,000) restricted shares of common
stock of the Company outside of the Matthews Studio Equipment Group 1994 Stock
Option Plan (the "Plan"); and
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WHEREAS, the Company and Optionee wish to more fully set forth the terms of
these options issued to Optionee outside the Plan by entering into this
Agreement;
NOW THEREFORE, it is agreed by and between the parties hereto as follows:
1. Subject to the terms set forth below, the Company hereby evidences and
confirms the grant to Optionee of options (the "Options") to purchase two
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hundred thousand (200,000) restricted shares of the Company's Common Stock at an
exercise price of Three Dollars and 375/1000 Dollars ($3.375) per share (the
"Option Shares").
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2. The Options shall vest in three (3) installments, with the first
installment of sixty-six thousand six hundred sixty-six (66,666) Options to vest
on November 30, 2000, the second installment of sixty-six thousand six hundred
sixty-six (66,666) Options to vest on November 30, 2001 and the third
installment of sixty-six thousand six hundred sixty-seven (66,667) Options to
vest on November 30, 2002, provided that Optionee's employment with the Company
remains uninterrupted for the twelve-month period preceding the respective
vesting date. The foregoing vesting schedule notwithstanding, all Options shall
vest (i) immediately prior to the consummation of a merger, consolidation or
other reorganization of the Company into or with another entity which is not an
Affiliate (as defined below) of the Company, or (ii) on the date on which
Optionee's employment is terminated by the Company for a reason other than (a)
death, Disability (as defined below), or (c) for "cause" (the term "cause" is as
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described in the Employment Agreement dated of even date herewith between the
Company and Optionee, as same may be amended from time to time (the "Employment
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Agreement")). The term "Disability" as used herein shall mean the mental or
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physical incapacity or inability of Optionee to fully discharge Optionee's
duties under the Employment Agreement. The term "Affiliate" shall mean, with
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respect to any person or entity, any other person or entity which, directly or
indirectly through one or more intermediaries, is in control of, is controlled
by or is under common control with, such person or entity. "Control of",
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"controlled by" and "under common control with" mean the possession directly or
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indirectly, of the power to direct or cause the direction of the management
policies of a person or entity, by contract or credit arrangement, as trustee or
executor, or otherwise. The term "Affiliate" includes, but is not limited to,
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each and every subsidiary of the Company.
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3. The Options shall expire on the earlier of (i) November 30, 2009, or
(ii) immediately subsequent to the consummation of a merger, consolidation or
other reorganization of the Company into or with another entity which is not an
Affiliate of the Company; and in any event the Options are subject to earlier
cancellation or termination as provided in this Agreement. In no event may
Options be exercised after the expiration date specified in the preceding
sentence. The Options shall be exercised only with respect to full shares of
Common Stock; no fractional shares of stock shall be issued.
4. The Options are nonstatutory options and do not qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as
amended.
5. Any vested and unexercised Options automatically shall terminate and
have no further force or effect whatsoever (i) upon the termination of
Optionee's employment by the Company for "cause" (the term "cause" is as defined
in the Employment Agreement), or (ii) upon Optionee's termination of employment
with the Company in breach of the Employment Agreement, or (iii) upon Optionee's
termination of employment with the Company to become associated with a
competitor of the Company. Except as set forth in Section 2(ii) above, any
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Options which shall not have vested on the date Optionee's employment with the
Company terminates (regardless of whether such termination is for "cause", to
become associated with a competitor or by reason of death or Disability), shall
automatically be terminated and have no further force or effect.
6. If Optionee ceases to be an employee of the Company by reason of
Disability, all vested and unexercised Options shall be exercisable by Optionee,
his guardian or other authorized legal representative within the period of one
(1) year following the date of cessation of employment. In the event cessation
of employment shall be because of death, all vested and unexercised Options
shall be exercisable within the period of one (1) year following the date of
death by the estate of Optionee or by the person or persons to whom Optionee's
rights under the Options shall pass by Optionee's will or the laws of descent
and distribution. If Optionee ceases to be an employee of the Company under
circumstances other than (i) termination for "cause" as described in Section 5,
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(ii) such termination being in breach of the Employment Agreement, (iii) to
become associated with a competitor of the Company or (iv) due to Disability or
death, as described above in this Section 6, all Options which on the date of
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such termination are vested and remain unexercised shall be exercisable within
three (3) months following such date of termination. (For clarification
purposes, Options that become immediately vested pursuant to Section 2(ii) above
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shall also be exercisable within three (3) months following the date of
termination.) All vested but unexercised Options shall terminate at the end of
the one-year or three-month period described in this Section 6, provided that in
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no event may Options be exercised after the expiration date specified in Section
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3 above.
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7. In order to exercise the Options, in whole or in part, Optionee shall
give written notice to the Company, specifying the number of Option Shares to be
purchased and the purchase price being paid, and accompanied by payment of the
purchase price. Such purchase price may be paid in cash or by a certified check
or cashier's check payable to the Company. Alternatively, the Options may be
exercised in whole or in part by delivering a properly executed notice together
with irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the purchase price and
applicable withholding
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taxes, and such other documents as the Company may determine. Upon receipt of
payment, the Company shall deliver to Optionee (or other person entitled to
exercise the Options) a certificate or certificates for the Option Shares.
8. Optionee shall be required to pay in cash to the Company the amount of
any taxes the Company is required by law to withhold with respect to the
exercise of the Options. If any provision of this Agreement is determined not to
comply with the requirements of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), as then applicable to any such
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transaction so that Optionee would be subject to liability under Section 16(b)
of the Act, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements, and Optionee shall be deemed to have
consented to such construction or amendment. In the event that, at Optionee's
request, the Company agrees to a transaction involving the withholding of shares
of the Company's Common Stock in lieu of a payment from Optionee, the shares to
be withheld shall be valued at the "fair market value". The "fair market value"
of a share of Common Stock on a specified date shall be the mean between the
high "bid" and low "ask" prices for shares of Common Stock on such date in the
over-the-counter market, as reported by the National Association of Securities
Dealers Automated Quotation System (or other quotation service) or, if such
shares are then traded on a national stock exchange, the closing price of the
Common Stock on such date on such national stock exchange.
9. During the lifetime of Optionee, the Options shall be exercisable only
by Optionee or, if Optionee is disabled, by his guardian or other authorized
legal representative (regardless of any community property interest of
Optionee's spouse, if any). If Optionee's spouse has acquired a community
property interest in any Option, Optionee or his permitted successor in interest
may exercise the Option on behalf of Optionee's spouse or the spouse's successor
in interest. Except as otherwise provided in Section 6 and this Section, the
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Options shall not be assigned, transferred, pledged, hypothecated in any way or
otherwise disposed of (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.
10. The Options shall not be exercisable and no Option Shares will be
delivered hereunder except in compliance with all applicable federal and state
laws and regulations including, without limitation, compliance with withholding
tax requirements and with the rules of all stock exchanges and/or The Nasdaq
Stock Market on or with which the Company's Common Stock may be listed. Any
share certificate issued to evidence Option Shares for which the Options are
exercised may bear such legends and statements as the Company shall deem
advisable to assure compliance with federal and state laws and regulations. No
Options shall be exercisable, and no Option Shares shall be delivered hereunder,
until the Company has obtained consent or approval from regulatory bodies,
federal or state, having jurisdiction over such matters as the Company may deem
advisable. In the case of the exercise of the Options by a person or estate
acquiring the right to exercise the Options by bequest or inheritance, the
Company may require reasonable evidence as to the ownership of the Options and
may require consents and releases of taxing authorities that it may deem
advisable.
11. In connection with the parties' execution of this Agreement, Optionee
shall execute and deliver to the Company an Investor's Certificate in form and
substance satisfactory
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to the Company. Any other person or persons entitled to exercise the Options
under the provisions of this Agreement shall also furnish to the Company the
same documentation, should the Company require.
12. In the event of any change in the outstanding Common Stock of the
Company by reason of any stock dividend, stock split, combination of shares,
recapitalization, or other similar change in the capital stock of the Company,
there shall be substituted for or added to each Option Share theretofore
appropriated for the purposes of this Agreement or thereafter subject, or which
may become subject to an Option under this Agreement, the number and kind of
Option Shares, stock or other securities into which each outstanding Option
Share shall be so changed or for which each such Option Share shall be exchanged
or to which each such Option Share shall be entitled, as the case may be.
Outstanding Options shall be appropriately amended as to price and other terms
in a manner consistent with the aforementioned adjustment to the Option Shares
or the Company's Common Stock subject to this Agreement. Adjustments under this
Section 12 will be made by the Company's Board of Directors, whose determination
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as to what adjustments will be made, and the extent thereof, will be final,
binding and conclusive.
13. Nothing contained in this Agreement shall confer upon Optionee any
right to the continuation of his employment or limit in any way the right of the
Company to terminate his employment at any time. Neither Optionee nor any other
person legally entitled to exercise the Options will be entitled to any of the
rights or privileges of a shareholder of the Company in respect of any Option
Shares issuable upon any exercise of Options unless and until a certificate or
certificates representing such shares has actually been issued and delivered to
him.
14. This Agreement shall be construed and enforced in accordance with the
laws of the State of California, and shall be binding upon and inure to the
benefit of any successor or assign of the Company and any permitted assign of
Optionee, and any executor, administrator, legal representative, legatee, or
distributee entitled by law to exercise Optionee's rights hereunder.
15. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall be deemed not to
affect any other provision of this Agreement, but this Agreement shall be
construed as if such provision held to be invalid or illegal or unenforceable
had never been contained herein and such provision shall be reformed so that it
would be valid, legal and enforceable to the maximum extent possible.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
MATTHEWS STUDIO EQUIPMENT GROUP
By:/s/ Carlos D. DeMattos
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Carlos D. DeMattos,
Chairman of the Board
/s/ Anil Sharma
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ANIL SHARMA
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