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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of April 19, 1996, is entered into between
Tristar Corporation, a Delaware corporation, (the "Company") and Viren Sheth
(the "Optionee").
Recitals
A. The Optionee is an executive of the Company and the Company
desires to have Optionee remain in its employ, encourage the stock ownership of
Optionee and increase the Optionee's proprietary interest in the Company.
B. The Company desires to grant to Optionee an option to purchase up
to 480,000 shares of Common Stock, $.01 par value ("Common Stock") of the
Company.
Agreements
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth
in this Agreement, the Company hereby grants to Optionee the option to
purchase, during the period commencing on the date of this Agreement and ending
April 19, 2006, at an exercise price equal to $7.5625 per share (the "Option
Price"), up to, but not exceeding the aggregate of 480,000 shares of Common
Stock, $.01 par value, the ("Common Stock") of the Company (such option being
hereinafter referred to as the "Option").
2. Non-Qualified Status. The Option is intended to be a non-
qualified stock option which does not satisfy the requirements of Section 422A
of the Internal Revenue Code of 1986, as amended. The Option is granted
outside of and therefore shall not be subject to the terms and provisions of
the Company's 1991 Amended and Restated Stock Option Plan, as amended.
3. Vesting of Option. The Option evidenced hereby may be exercised
from time to time as to the following numbers of shares, on a cumulative basis
(as to options to purchase shares not previously exercised), on each of the
following dates if the Optionee is employed by the Company on such date:
(a) 160,000 shares on April 19, 1997;
(b) 160,000 shares on April 19, 1998; and
(c) 160,000 shares on April 19, 1999.
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4. Exercise of Option. The Option shall be deemed exercised when
the Optionee (a) shall indicate the decision to do so in writing delivered to
the Company and (b) shall at the same time tender to the Company payment in
full of the Option Price for the shares for which the Option is exercised. The
Option may be exercised for any lesser number of shares than the full amount
for which it could be exercised. Such a partial exercise of an Option shall
not affect the right to exercise the Option from time to time in accordance
with the provisions contained herein for the remaining shares subject to the
Option. Upon compliance with the foregoing, the Company shall cause
certificates for the shares so purchased to be delivered to Optionee, his legal
representative or such other person who is entitled to exercise his Option (in
accordance with the provisions of paragraph 6) at its principal business
office.
In no event may the Option be exercised after April 19, 2006.
5. Non-Transferability of Options. The Option granted to Optionee
shall not be transferable by Optionee except by will or under the laws of
descent and distribution, and shall be exercisable, during his lifetime, only
by him. Any assignment or transfer of the Option except by will or under the
laws of descent and distribution, whether voluntarily or involuntarily, by
operation of law or otherwise, shall not vest in the assignee or transferee any
interest or rights whatsoever, but immediately upon such assignment or transfer
the Option shall terminate and become of no further effect.
6. Early Forfeiture of Option. The Option shall terminate on the
date Optionee ceases to be an employee of the Company, unless the Optionee
shall (a) die while an employee of the Company, in which case his legatees
under his last will or his personal representatives or representatives may
exercise the previously unexercised portion of the Option at any time within
one (1) year after his death to the extent the Optionee could have exercised it
immediately prior to his death, (b) be permanently or totally disabled within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), in which case he or his personal representative may
exercise the previously unexercised portion of the Option at any time within
one (1) year after termination of his employment to the extent the Optionee
could have exercised it immediately prior to such terminations, or (c) resign
or retire with the consent of the Company, in which case he may exercise the
previously unexercised portion of the Option at any time within three (3)
months after his resignation or retirement, to the extent the Optionee could
have exercised it immediately prior to such termination.
In the event an Option granted under this Agreement shall be
exercised by the legal representative of the deceased Optionee, or by a person
who acquired an Option granted hereunder by bequest or inheritance or by reason
of the death of the deceased Optionee, written notice of such exercise shall be
accompanied by certified copy of letters testamentary or equivalent proof of
the right of such legal representative or other person to exercise such option.
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7. Adjustment of Shares. Notwithstanding any other provision
contained herein, in the event of any change in the outstanding Common Stock by
reason of a stock dividend, stock split, reorganization, recapitalization,
merger, split-up or other change in capital structure, an adjustment may be
made by the Company, in its sole and absolute discretion, to prevent dilution
or enlargement of Optionee's rights hereunder, and the determination of the
Company as to these matters shall be conclusive.
8. Right to Terminate Employment. This Agreement shall not impose
any obligation on the Company to continue the employment of Optionee; it shall
not impose any obligation on the part of Optionee to remain in the employ of
the Company.
9. Issuance of Stock Certificates; Legends and Payment of Expenses.
Upon any exercise of an Option which may be granted hereunder and the payment
of the exercise price, a certificate or certificates for the shares as to which
the Option has been exercised shall be issued by the Company in the name of the
Optionee and shall be delivered to or upon the order of Optionee.
The Company may, in its discretion, endorse an appropriate legend
upon the certificate or certificates representing any shares issued or
transferred pursuant to the exercise of any Option granted hereunder and may
issue "stock transfer" instructions to its transfer agent in respect of such
shares to (a) prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act or (b) implement the provisions
of any agreement between the Company and the Optionee with respect to such
shares.
The Company shall pay all issue or transfer taxes with respect to
the issuance or transfer of shares, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses which may be necessitated by the filing or
amending of a Registration Statement under the Securities Act, which fees and
expenses shall be borne by Optionee unless such Registration Statement has been
filed by the Company for its own corporate purposes (and the Company so states)
in which event the recipient of the shares shall bear only such fees and
expenses as are attributable solely to the inclusion of such shares in the
Registration Statement. All the shares issued as provided herein shall be
fully paid and nonassessable to the extent permitted by law.
10. No Rights as Stockholder. Optionee shall not have rights as a
stockholder with respect to shares covered by the Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in paragraph 7 hereof, no adjustment for dividends or otherwise shall
be made if the record date therefor is prior to the date of issuance of such
certificate.
11. Requirements of Law. The Company shall not be required to be
sell or issue any shares under the Option if the issuance of such shares shall
constitute or
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result in a violation by Optionee or the Company of any provision of any law,
statute or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of the Option, the Company shall not
be required to issue such shares unless the Company has received evidence
satisfactory to it to the effect that Optionee will not transfer such shares
except in accordance with applicable law, including the receipt of an opinion
of counsel satisfactory to the Company to the effect that any proposed transfer
complies with applicable law. The Company may, but shall in no event be
obligated to, register any shares covered hereby pursuant to applicable
securities laws of any country or political subdivision thereof. In the event
the shares issuable on exercise of the Option are not so registered, the
Company may imprint on the certificate evidencing such shares any legend
counsel for the Company considers necessary or advisable to comply with
applicable law. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of the Option or the issuance
of shares pursuant to the Option to Comply with any law or regulation of any
governmental authority.
12. Notices. Every notice or other communication relating to this
Agreement shall be in writing, and shall be mailed or delivered to the party
for whom it is intended at such address as may from time to time be designated
by such party in a notice mailed or delivered to the other party as provided
herein, provided that, unless and until some other address be so designated,
all notices or communications by Optionee to the Company shall be mailed or
delivered to the Company at:
Tristar Corporation
12500 San Pedro, Suite 500
San Antonio, Texas 78216
and all notices or communications by the Company to Optionee be given to
Optionee personally or may be mailed to him at:
Viren Sheth
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This Agreement is effective as of the date first written above.
COMPANY: TRISTAR CORPORATION
By:
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Name:
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Title:
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OPTIONEE:
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VIREN SHETH
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