EXHIBIT 10.3
DANIEL GREEN COMPANY
STOCK PURCHASE OPTION
Daniel Green Company, a Massachusetts corporation with a principal office
at One Main Street, Dolgeville, New York 13329-1398 (the "Company"), hereby
certifies that Riedman Corporation, a New York corporation with a principal
office at 45 East Avenue, Rochester, New York 14604 (the "Optionee") is entitled
to purchase shares of the Company's Common Stock upon the terms and conditions
of this Stock Purchase Option.
1. Grant. The Company hereby grants to the Optionee the Option to purchase
from the Company an aggregate of 50,000 shares of its Common Stock, $2.50 par
value ("Common Stock").
2. Option Price. This Option may be exercised at the Option price of $4.75
per share of the Common Stock.
3. Term and Exercisability of Option. This Option shall be exercisable in
whole or in part at any time after the date hereof and prior to September 1,
2009.
4. Method of Exercise. This Option may be exercised from time to time by
written notice to the Company substantially in the form attached hereto as
Exhibit 1, accompanied by payment in full of the Option price for the number of
shares to be delivered, in cash or check payable to the Company. As soon as
practicable after its receipt of such notice, the Company shall, without
transfer, issue tax or other expense to the Optionee, deliver or cause to be
delivered to the Optionee stock certificates representing the number of shares
to be issued upon such exercise.
5. Resale of Stock Acquired Pursuant to this Option.
(a) Any Common Stock of the Company acquired by the Optionee
pursuant to the exercise of this Option may not be sold, transferred, exchanged
or otherwise disposed of unless: (i) such shares have been registered under the
Securities Act of 1933 (the "Act"), (ii) such shares can be sold, transferred,
exchanged or otherwise disposed of without registration pursuant to an exemption
from the Act or otherwise without registration and the Optionee has furnished an
opinion of counsel or other evidence, including an opinion of the Company's
counsel, satisfactory to the Company to this effect, or (iii) the Optionee shall
have held such shares for a period of at least one year from the date of
acquisition of the shares and shall have complied with all other provisions of
Rule 144 issued under the Act, as amended and in effect at the time of such sale
or other disposition. The stock certificate or certificates evidencing shares of
Common Stock issued pursuant to any exercise of this Option will bear a legend
referring to these restrictions on their transferability.
(b) Registration Rights. Upon the request(s) of Optionee at any
time, the Company shall promptly cause any or all Common Stock subject to the
Option or held by Optionee pursuant to its exercise of the Option to be
registered for sale under the Securities Act (or any statutory successor
thereto) and qualified for sale pursuant to state "blue sky" laws and do all
things reasonably necessary to facilitate the registered sale of the Common
Stock by Optionee. To the extent reasonably practicable, Optionee shall combine
any such request with a request for registration pursuant to its rights under
Section 4.6 of the Stock Purchase Agreement dated June 26, 1996 between the
Company and the Optionee. The Company shall bear the expenses of such
registration and qualifications, other than Optionee's legal counsel's fees and
distribution fees and expenses, which shall be borne by Optionee.
If the proposed sale by the Optionee could be accomplished in a
manner substantially similar to that proposed and at the same net sale price to
Optionee by means of a transaction which would be exempt from registration in
accordance with the existing rules and regulations under the Securities Act,
then the Company shall not be required to register such sale.
6. Changes in Capital Structure. In the event that the outstanding shares
of Common Stock are hereafter changed for a different number or kind of shares
or other securities of the Company, by reason of a reorganization,
recapitalization, exchange of shares, stock split, reverse stock split,
combination of shares or dividend payable in Common Stock or other securities, a
corresponding adjustment shall be made in the number and kind of shares or other
securities covered by this Option. Any such adjustment in this Option shall be
made without change in the total price applicable to the unexercised portion of
the Option, but the price per shares specified in the Option shall be
correspondingly adjusted.
If the Company merges or consolidates with one or more corporations
(whether or not the Company is the surviving corporation) or if the Company is
liquidated or sells or otherwise disposes of substantially all of its assets to
another entity, then, the terms of the unexercised portion of the Option shall
be amended so that after the effective date of such merger, consolidation or
sale, as the case may be, either:
(a) the Optionee shall be entitled, upon exercise of the Option to
receive in lieu of shares of Common Stock the number and class of shares of such
stock or other securities to which it would have been entitled pursuant to the
terms of the merger, consolidation or sale if on the effective date of such
merger, consolidation or sale it had been the holder of record of the number of
shares of Common Stock to which the Option could be converted upon exercise in
full, or (b) the Optionee shall be entitled to receive from the successor entity
a new stock option of comparable value in lieu of the old Option, which shall be
canceled.
7. General Provisions.
(a) Amendment; Waivers. This Option may not be modified or amended,
nor may any provision hereof be waived, except by a written agreement duly
signed by each of the parties. The waiver by either of the parties hereto of any
provision hereof in any instance shall not operate as a waiver of any other
provision hereof or in any other instance.
(b) Governing Law. This Option shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
(c) Notices. Any notice in connection with this Option shall be
deemed to have been properly delivered if it is in writing and is delivered by
hand or sent by registered mail to the party at the address given above,
attention of the President.
(d) Expenses. The Company hereby agrees to pay on demand all
reasonable expenses incurred or paid by Riedman Corporation, including
reasonable fees of attorneys, in connection with the review of this Stock
Purchase Option and compliance with applicable SEC requirements reporting
requirements.
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
its officer thereunto duly authorized this 1st day of September, 1999.
DANIEL GREEN COMPANY
By: /s/ Greg A. Tunney
----------------------------------
Greg A. Tunney, President
Exhibit 1 to Stock Purchase Option
____________________, 1999
Treasurer
Daniel Green Company
One Main Street
Dolgeville, New York 13329
Re: Exercise of Stock Purchase Option
Dear Sir:
The undersigned hereby elects to purchase _______________ shares of Common
Stock, $2.50 par value, of Daniel Green Company (the "Company") for the option
price of $4.75 per share, pursuant and subject to the terms and conditions of
the Stock Purchase Option dated July ____, 1997 (the "Option").
The undersigned encloses herewith payment, in cash or check payable to the
Company, of the option purchase price for said shares.
The undersigned hereby specifically confirms to the Company that the
shares shall be held subject to all of the terms and conditions of the Option.
Very truly yours,
_____________________________________