EXHIBIT 10.18
INTEREP NATIONAL RADIO SALES, INC.
----------------------------------
NON-QUALIFIED STOCK OPTION
--------------------------
For valuable consideration, receipt of which is hereby acknowledged,
INTEREP NATIONAL RADIO SALES, INC., a New York corporation (the "Company"),
hereby grants to Ralph C. Guild, who resides at 142 South County Road, Palm
Beach, Florida 33480 (the "Optionee"), a non-qualified stock option ("Option"),
subject to the terms and conditions hereof, to purchase from the Company an
aggregate of 10,000 shares of the Common Stock of the Company, par value $.04
per share (the "Common Stock"), at the price of $57.9082 per share (the "Option
Price"), such option to be exercisable as set forth below on or before the day
(the "Termination Date") preceding the tenth anniversary of the date hereof.
The Company shall give Optionee written notice of his rights under this Option
on a date no earlier than twelve months prior to, and no later than 6 months
prior to, the Termination Date.
Subject to the provisions of this Option, this Option may be exercised
by written notice (the "Notice") to the Company stating the number of shares
of Common Stock with respect to which it is being exercised. The Notice shall
be accompanied by the Optionee's payment in full of the Option Price for each of
the shares to be purchased by the Optionee, such payment to be made by (a)
certified or bank cashier's check payable to the order of the Company or (b) any
other means acceptable to the Company.
As soon as practicable after receipt of the Notice and payment, and
subject to the next paragraph, the Company shall, without transfer or issue tax
or other incidental expense to the Optionee, deliver to the Optionee a
certificate or certificates for the shares of Common Stock so purchased. Such
delivery shall be made (a) at the offices of the Company at 100 Park Avenue, New
York, New York 10017, (b) at such other place as may be mutually acceptable to
the Company and the Optionee, or (c) at the election of the Company, by
certified mail addressed to the Optionee at (i) the Optionee's address shown in
the records of the Company or (ii) the address specified for the Optionee in the
first paragraph above.
The Company shall have the right to withhold an appropriate number of
shares of Common Stock (based on the fair market value thereof on the date of
exercise) for payment of taxes required by law or to take such other action as
may be necessary in the opinion of the Company to satisfy all withholding tax
obligations.
The Company may postpone the time of delivery of certificate(s) for
shares of Common Stock for such additional time as the Company shall deem
necessary or desirable to enable it to comply with the requirements of any
applicable laws or regulations relating to the authorization, issuance or sale
of securities.
The issuance of the shares of Common Stock subject hereto and issuable
upon the exercise of this Option and the transfer or resale of such shares shall
be subject to such restrictions as are, in the opinion of the Company's counsel,
required to comply with the Securities Act of 1933, as amended, and the rules
and regulations thereunder, and the certificate(s) representing such shares
shall, if it is deemed advisable by the Company's counsel, bear a legend to such
effect.
If, upon tender of delivery thereof, the Optionee fails to accept
delivery of and pay or have paid for all or any part of the number of shares of
Common Stock specified in the Notice, the Optionee's right to exercise this
Option with respect to such undelivered or unpaid shares will be terminated by
the Company.
During the Optionee's lifetime, this Option shall be exercisable only
by the Optionee (except as otherwise provided below), and neither this Option
nor any right hereunder shall be assignable or transferable otherwise than by
will or the laws of descent and distribution (as provided below), or be subject
to attachment, execution or other similar process. In the event of any attempt
by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose
of this Option or of any right hereunder, except as provided for herein, or in
the event of any levy or any attachment, execution or similar process upon the
rights or interest hereby conferred, this Option shall terminate and become null
and void.
In the event of the Optionee's death prior to the Termination Date,
this Option may be exercised after the date of the Optionee's death by the
Optionee's estate or beneficiaries, but in no event may this Option be exercised
later than the Termination Date. All rights with respect to this Option,
including the right to exercise it, shall pass in the following order: (a) to
such person(s) as the Optionee may designate in a writing duly delivered to the
Company (in the form available from the Company for such purpose), or in the
absence of such a designation, then (b) to the Optionee's estate (the Option to
be exercised by the legal representative).
In the event of any change in the number of shares of outstanding
Common Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapi-
-2-
talization, merger or consolidation, or any other event changing the number of
shares of Common Stock outstanding without receipt of consideration by the
Company, the number of shares of Common Stock covered by this Option and the
Option Price thereof shall automatically be adjusted proportionately. In the
event of any other change affecting the Common Stock or any distribution (other
than normal cash dividends) to holders of Common Stock, such adjustments as may
be deemed equitable by the Board of Directors, including adjustments to avoid
fractional shares, shall be made to give proper effect to such event. In the
event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board of Directors may authorize
the assumption of this Option or the substitution of a new stock option for this
Option, whether or not in a transaction to which Section 424(a) of the Internal
Rvenue Code applies. The judgment of the Board of Directors with respect to any
matter refereed to in this paragraph shall be conclusive and binding upon the
Optionee and any parties validly claiming through the Optionee.
Neither the Optionee nor any person or persons entitled to exercise
the Optionee's rights under this Option in accordance herewith shall have any
rights to dividends or any other rights of a stockholder with respect to any
shares of Common Stock subject to this Option, except to the extent that a
certificate for such shares shall have been issued upon the exercise of this
Option as provided herein.
Each notice relating to this Option shall be in writing and delivered
in person or by certified mail to the proper address. All notices to the Company
shall be addressed to it at its offices at 100 Park Avenue, New York, New York
10017, c/o the Company's Secretary, and shall become effective when received by
the Secretary. All notices to the Optionee or other person or persons then
entitled to exercise any rights with respect to this Option shall be addressed
to the Optionee or such other person or persons at the Optionee's address
specified in the first paragraph above. Anyone to whom a notice may be given
under this Option may designate a new address by notice to that effect.
This Option and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the Internal Revenue Code of
1986, as amended from time to time, or the securities laws of the United States
of America, shall be governed by and construed in accordance with the laws of
the State of New York.
-3-
This Option shall be wholly void and of no effect after the
Termination Date.
IN WITNESS WHEREOF, INTEREP NATIONAL RADIO SALES, INC. has caused this
Option to be executed by its officers, thereunto duly authorized, as of the 1st
day of January, 1991.
INTEREP NATIONAL RADIO SALES, INC.
By: /s/ Les Goldberg
---------------------------------
Name:
Title:
ATTEST:
/s/ John Rykala
-----------------------------
John Rykala
Assistant Secretary
AGREED TO AND ACKNOWLEDGED as of
this 1st day of January,
1991, by:
/s/ Ralph C. Guild
-----------------------------
Optionee
-4-