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EXHIBIT 10.32
TRISTAR CORPORATION STOCK OPTION PLAN
INCENTIVE
STOCK OPTION AGREEMENT
Under the terms and conditions of the Amended and Restated Stock
Option Plan (the "Plan") of TRISTAR CORPORATION (the "Company"), a copy of
which is attached hereto and incorporated herein by reference, the company
hereby grants to Peter L. Liman an option to purchase up to 75,000 shares of
Common Stock, $.01 par value ("Common Stock"), of the Company at an exercise
price equal to $6.875 per share of Common Stock, subject to adjustment as
provided in the Plan.
This option shall be for a term commencing on the date hereof and
ending ten (10) years from the date hereof. This option is also subject to
termination as provided in the Plan. This option shall be exercisable at the
rate and in the following manner:
One-third of the shares of Common Stock covered by this option
shall vest and become exercisable on January 8, 1997, January 8,
1998 and January 8, 1999.
This option is an incentive stock option which is intended to be
governed by Section 422 of the Internal Revenue Code of 1986, as amended. In
accepting this option, the undersigned optionee accepts and agrees to be bound
by all the terms and conditions of the Plan.
Dated the 27th day of January, 1997.
TRISTAR CORPORATION
By:
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Viren S. Sheth
President & Chief Executive Officer
ACCEPTED:
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Peter L. Liman
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Date