EXHIBIT 10.6
DANIEL GREEN COMPANY
STOCK PURCHASE OPTION
DANIEL GREEN COMPANY, a Massachusetts corporation with a principal office
at 450 North Main Street, Old Town, Maine 04468 (the "COMPANY"), hereby
certifies that JAMES RIEDMAN, 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 25,000 shares of its Common Stock, $2.50 par
value ("COMMON STOCK").
2. OPTION PRICE. This Option may be exercised at the Option price of $3.68
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 April 11, 2011.
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) Registration Required. 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
(a) Section 4.6 of the Stock Purchase Agreement dated June 26, 1996 between the
Company and the Optionee (b) the Stock Purchase Option granted by the Company to
Optionee dated September 1, 1999 and (c) the Stock Purchase Option granted by
the Company to Optionee dated January 19, 2001. 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.
(a) Stock Split, Etc. 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.
(b) Merger, Etc. 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:
(i) 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
(ii) 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 11th day of April, 2001.
DANIEL GREEN COMPANY
By: /s/ Greg A. Tunney
---------------------------------
Name: Greg A. Tunney
Title: President
EXHIBIT 1 TO STOCK PURCHASE OPTION
____________________, 20____
Treasurer
Daniel Green Company
450 North Main Street
Old Town, Maine 04468
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 $____ per share, pursuant and subject to the terms and conditions of
the Stock Purchase Option dated April ____, 2001 (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,
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