Exhibit 10.14
STOCK OPTION AGREEMENT
Exhibit 10.14
June 30, 1993
Mr. David L. Yunich
1114 Avenue of the Americas
New York, NY 10036
Dear Mr. Yunich:
As you know, W. R. Grace & Co.-Conn. ("Grace"), a Connecticut corporation,
currently holds 600 shares of the common stock of Caswell-Massey Holdings
Corporation ("Caswell-Massey"), a Delaware corporation.
In consideration of your services in connection with Grace's investment in
Caswell-Massey and your services to be rendered to Grace in undertaking to
enhance the value of such investment, you are hereby granted an option to
purchase 60 shares of the common stock of Caswell-Massey ("Common Stock") held
by Grace upon the following terms and conditions:
1. This option ("Option") may be exercised at any time prior to its
expiration or termination, in whole but not in part. The purchase price for the
Common Stock subject to this Option shall be $450,000.
2. Notwithstanding any other provision hereof, this Option, if it does
not earlier terminate in accordance with the provisions hereof, shall expire and
cease to be exercisable as of the close of business on June 30, 1996.
3. This Option, if not theretofore exercised, shall terminate one year
after any one of the following events (but in no event after June 30, 1996):
(a) The date of your death;
(b) The date on which you become incapacitated;
(c) The date on which you cease to serve as a consultant to Grace.
4. This Option shall be exercised by serving written notice on the
Treasurer of Grace. The purchase price shall be paid in cash. Grace may make
such provisions as it may deem appropriate for the withholding of any taxes
which Grace determines it is required to withhold in connection with this
Option.
5. This Option and any right hereunder is non-assignable and non-trans-
ferable except by will or the laws of intestate succession. This Option may be
exercised during your lifetime only by you, except that in the event of your
incapacity, this Option may be exercised by your personal representative. After
your death, this Option may be exercised only by your estate or by a person who
acquires the right to exercise this Option by will or the laws of intestate
succession.
6. In the event that any recapitalization, or reclassification, split-up
or consolidation of shares of Common Stock shall be effected, or the outstanding
shares of Common Stock are, in connection with a merger or consolidation of
Caswell-Massey or a transfer by Caswell-Massey of all or a part of its assets,
exchanged for a
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different number or class of shares of stock or other securities of
Caswell-Massey or for shares of the stock or other securities of any other
corporation, or a record date for determination of holders of Common Stock
entitled to receive a dividend payable in Common Stock shall occur, (a) the
number and class of shares or other securities that may be purchased pursuant to
this Option and the purchase price to be paid per share or other unit shall be
equitably adjusted, and (b) all references in this Option to Common Stock or to
a specified number of shares of Common Stock shall be deemed amended
accordingly.
7. (a) In the event Grace plans to sell or otherwise dispose of shares of
Common Stock held by it and the effect of such sale or disposition would be to
reduce the number of shares of Common Stock held by Grace to less than 60
shares, Grace shall give you notice of such sale or other disposition not less
than 30 days nor more than 180 days prior to the time such sale or disposition
is to be effected.
(i) If such sale or other disposition is to be effected by means of a
Public Offering (as defined below), your right to exercise this Option shall
continue for 15 days after the date of such notice. (If you so desire, any such
exercise may be made subject to the consummation of the Public Offering.) If
you do not exercise this Option during such period of 15 days, this Option shall
terminate and no longer be exercisable.
(ii) If such sale or disposition is to be a Private Sale (as defined
below), such sale shall be made subject to the provisions of this Option and
Grace shall
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obtain the agreement of the buyer to carry out and perform this Option in
accordance with its terms and provisions.
(b) In the event that Grace shall effect a Private Sale of 60 or more
shares of Common Stock, Grace may, but shall not be obligated to (except as
otherwise provided in subparagraph (a)(ii) above), obtain the agreement of the
buyer to assume and carry out the terms and provisions of this Option to the
same extent as Grace is obligated. In such event, Grace shall have no further
obligation under this Option.
(c) For the purposes of this paragraph 7:
(i) a "Public Offering" shall mean a distribution of Common Stock
effected through underwriters or brokers, any sale of Common Stock effected
pursuant to Rule 144 or a similar rule under the Securities Act of 1933, as
amended (the "Securities Act"), or any other sale of Common Stock lawfully
effected on a national securities exchange or in a recognized over-the-counter
market; and
(ii) a "Private Sale" shall mean any sale or disposition of Common Stock
other than a Public Offering.
(d) In the event (i) a tender offer is made for Common Stock or (ii)
Grace receives a notice of a meeting of the shareholders of Caswell-Massey at
which action will be taken on a proposal:
(A) to merge or consolidate Caswell-Massey with one or more other
corporations and Caswell-Massey is not to be the surviving corporation,
(B) to sell all or substantially all of Caswell-Massey's assets, or
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(C) to dissolve or liquidate Caswell-Massey, Grace may, by written
notice to you, declare that such event constitutes a Public Offering within the
meaning of this paragraph 7. Such notice shall be deemed in compliance with
subparagraph (a) above if it is given on or before the date halfway between the
date the tender offer or notice of meeting is received by Grace and the date of
expiration of the tender offer or the date of the shareholders' meeting, as the
case may be. You shall be deemed to have complied with subparagraph (a)(i)
above if you exercise this Option within the period specified in such
subparagraph or prior to the date halfway between the date you receive the
notice from Grace and the date the tender offer expires or the date of the
shareholders' meeting (as the case may be), whichever is earlier.
8. (a) You hereby acknowledge that neither this Option nor the Common
Stock subject hereto (the "Shares") has been registered under the Securities
Act, and that Grace and Caswell-Massey are relying on the exemptions from the
registration requirements of the Securities Act afforded by Sections 4(1) and
4(2) thereof. You acknowledge that neither Grace nor Caswell-Massey is under
any obligation to register or qualify this Option or the shares under the
Securities Act or any state securities or blue sky law, except that, if and to
the extent permitted by any applicable agreements, Grace shall make available to
you any registration rights it may have with respect to the Shares.
(b) You represent and warrant that you have reviewed and are familiar
with the business and affairs of Caswell-Massey, its principal obligations and
liabilities, the results of its operations and its financial condition. You
further represent and warrant
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that you intend to take, and will hold and take, this Option and any Shares you
acquire upon the exercise of this Option, for investment for your own account
and not with a view to the resale or distribution thereof. You shall not, at
any time or times, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of all or any portion of this Option or the Shares or any
interest therein or solicit any offer to buy, purchase or otherwise acquire all
or any portion of this Option or the Shares or any interest therein, otherwise
than in conformity with (i) the Securities Act, (ii) any other applicable
securities laws, and (iii) the terms of any available registration statement
covering the Shares.
(c) Any Shares issued pursuant to this Option shall bear a legend, in
form and substance satisfactory to counsel for Grace, reflecting the provisions
of this Option.
9. No Shares shall be transferred pursuant to this Option unless and
until all legal requirements applicable to the transfer of such Shares have, in
the opinion of counsel to Grace, been complied with. In connection with any
such transfer, the person acquiring the Shares shall, if requested by Grace,
give assurances satisfactory to Grace's counsel in respect of such matters as
Grace may deem desirable to assure compliance with all applicable legal
requirements.
10. You understand and acknowledge that your right to exercise this
Option and Grace's obligation to transfer shares of Common Stock upon any
purported exercise of this Option may be subject to restrictions and limitations
imposed upon
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Grace by the terms of certain agreements entered into by Grace in connection
with Grace's initial investment in Caswell-Massey (including, but not limited
to, the
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restrictions imposed upon Grace under Article 2 of the Stockholders' Agreement
dated April 26, 1991 among Grace, Caswell-Massey, Sally Aw Sian, Peter Hsu and
Mere Holdings Ltd.) and by the terms of loan agreements and arrangements by
which Grace and subsidiaries of Grace are bound, and that such exercise and
transfer may, among other things, require consents of third parties. Grace
shall endeavor to obtain any consents so required and to obtain waivers of any
such restrictions and limitations, but you agree that if Grace is unsuccessful
in such endeavors, Grace shall have no liability in the event that such
restriction or limitation, or the lack of any such consent, (a) impairs Grace's
ability to transfer shares of Common Stock upon any purported exercise of this
Option, (b) reduces the value of the shares of Common Stock so transferred to
you or (c) otherwise deprives you of the full benefit of this Option or full
enjoyment of the rights of a holder of Common Stock.
Please indicate your acceptance of this Option and your agreement with the
terms and conditions hereof by signing and returning the enclosed copy of this
Option.
Very truly yours,
W. R. GRACE & CO.
By: /s/ J. P. BOLDUC
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J. P. Bolduc, President and
Chief Executive Officer
Accepted and Agreed to:
/s/ DAVID L. YUNICH
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David L. Yunich