Exhibit 10.80
TRIMARK HOLDINGS, INC.
Non-qualified Stock Option Granted Under
The Trimark Holdings, Inc. Directors' Stock Option Plan
Certificate No. 11
Option granted on January 14, 1998 (the "Date of Grant") by Trimark Holdings,
Inc., a Delaware corporation (the "Company"), to Gordon Stulberg (the
"Optionee"):
Section 1. Grant of Option. The Company grants to the Optionee a non-
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qualified option to purchase, on the terms and conditions hereinafter set forth,
2,000 shares (the "Shares") of the Company's Common Stock, par value $0.001 per
share (the "Stock"), at the option price of $5.50 per share. This Option is
granted pursuant to the Company's Directors' Stock Option Plan (the "Plan"), a
copy of which is attached hereto as Annex I. This Option is subject in its
entirety to the provisions of the Plan, all of which are incorporated by
reference herein.
Section 2. Period of Option. This Option will expire at the close of
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business on January 14, 2008, ten years from the Date of Grant (the "Expiration
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Date"), unless earlier terminated pursuant to Section 5 below.
Section 3. Right of Exercise. The Option granted to the Optionee shall
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become exercisable in full on the Date of Grant. Once exercisable, the Option
may be exercised at any time prior to its expiration, cancellation or
termination as provided in the Plan. Partial exercise is permitted from time to
time provided that no partial exercise of the Option shall be for a number of
Shares having a purchase price of less than $1,000 or for a fractional number of
Shares.
Section 4. Exercise of Option.
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(a) Method of Exercise. This Option shall be exercised by the delivery to the
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Company of a written notice signed by the Optionee, which specifies the number
of Shares with respect to which the Option is being exercised and the date of
the proposed exercise. Such notice shall be delivered to the Company's office as
set forth in Section 8, no less than three business days in advance of the date
of the proposed exercise and shall be accompanied by this Option Certificate.
The Optionee
may withdraw such notice at any time prior to the close of business on the
proposed date of exercise, in which case this Option Certificate shall be
returned to him or her.
Payment for Shares purchased upon exercise of the Option shall be made at the
time of exercise either in cash, by certified check or bank cashier's check or,
at the option of the Board of Directors of the Company, in Stock owned by the
Optionee and valued at its Fair Market Value (as defined in the Plan) on the
date of exercise, or partly in Stock with the balance in cash or by certified
check or bank cashier's check. Any payment in Stock shall be effected by its
delivery to the Secretary of the Company, endorsed in blank or accompanied by
stock powers executed in blank.
(b) Delivery of Stock Certificates Upon Exercise. Upon each exercise of this
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Option, the Company shall mail or deliver to the Optionee, as soon as
practicable, a stock certificate or certificates representing the Shares then
purchased. Notwithstanding the foregoing, no Option granted under the Plan may
be exercised unless and until the Shares to be issued upon the exercise thereof
have been registered under the Securities Act of 1933 and applicable state
securities laws, or are, in the opinion of counsel to the Company, exempt from
such registration. The Company shall not be under any obligation to register
under applicable federal or state securities laws any Shares to be issued upon
the exercise of an Option granted under the Plan, or to comply with an
appropriate exemption from registration under such laws in order to permit the
exercise of an Option and the issuance and sale of the Shares subject to such
Option. If the Company chooses to comply with such an exemption from
registration, the Shares issued under the Plan may bear an appropriate
restrictive legend restricting the transfer or pledge of the Shares represented
thereby, and the Company may also give appropriate stop-transfer instructions to
the transfer agent to the Company.
Further, the Company (or any subsidiary of the Company) may take such
provisions as it may deem appropriate for the withholding of any taxes or
payment of any taxes which it determines it may be required to withhold or pay
in connection with any Option or the payment of Stock pursuant to an Option.
The obligation of the Company to issue and deliver Shares pursuant to the Option
is conditioned upon the satisfaction of the provisions set forth in this
Section.
Section 5. Termination of Option. Except as herein otherwise stated, the
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Option, to the extent not theretofore
exercised, shall terminate upon the first to occur of the following:
(a) the expiration of three months after the date on which the Optionee
ceases to be a director of the Company by reason of such Optionee's retirement;
(b) the expiration of one year after the date on which the Optionee ceases to
be a director of the Company by reason of the Optionee's death or disability; or
(c) the Expiration Date.
Notwithstanding anything in this Option Certificate to the contrary, in the
event that the Optionee ceases to be a director of the Company prior to the
exercise of the Option, otherwise than as described in (a) and (b) above, the
Option shall automatically terminate.
Section 6. Reclassification, Consolidation or Merger.
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(a) If the capital stock of the Company shall be subdivided or combined,
whether by reclassification, stock dividend, stock split, reverse stock split or
other similar transaction, then the number of Shares and the exercise price per
Share will be adjusted proportionately.
(b) In the case of any capital reorganization or any reclassification of the
capital stock of the Company (except pursuant to a transaction described in
paragraph (a) above (a "Reorganization"), appropriate adjustment may be made by
the Company in the number and class of shares subject to or relating to Options
awarded under the Plan and outstanding at the time of such Reorganization.
Section 7. Rights Prior to Exercise of Option. The Option is non-
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transferable by the Optionee, except that in the event of the Optionee's death
the Option may be transferred by the Optionee's will or by the laws of descent
and distribution. During the Optionee's lifetime, the Option shall be
exercisable only by the Optionee. The Optionee shall have no rights as a
stockholder with respect to the Shares until exercise of the Option and delivery
to him or her of shares of Stock.
Section 8. Notices, Etc. Any notice hereunder by the Optionee shall be given
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to the Company in writing, and such notice and any payment by the Optionee
hereunder shall be deemed duly given or made only upon receipt thereof at the
Company's office at 2644 30th Street, Santa Monica, California 90405, or at such
other address as the Company may designate by notice to the Optionee.
Any notice or other communication to the Optionee hereunder shall be in
writing and any such communication and any
delivery to the Optionee hereunder shall be deemed duly given or made if mailed
or delivered to the Optionee at such address as the Optionee may have on file
with the Company.
Section 9. Construction. The interpretation and construction of this Option
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is vested in the Company's Board of Directors, and such construction thereby
shall be final and conclusive.
IN WITNESS WHEREOF, the Company has caused this Option Certificate to be
executed by its proper corporate officer thereunto duly authorized.
TRIMARK HOLDINGS, INC.
By
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Name: James E. Keegan
Title: Executive Vice President
and Chief Financial
Officer