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EXHIBIT 10.8
FLORAFAX INTERNATIONAL, INC.
NON PLAN OPTION
NAME OF OPTIONEE: T. Craig Benson
DATE OF GRANT: November 13, 1996
NUMBER OF OPTION SHARES: 50,000
OPTION PRICE PER SHARE: $2.66
OPTION CERTIFICATE NUMBER: 1
THIS OPTION is granted on the above date (the "Date of Grant") by
FLORAFAX INTERNATIONAL, INC. (the "Company") to the person named above (the
"Optionee"), upon the following terms and conditions:
1. GRANT OF OPTION. The Company grants to the Optionee an option to
purchase, on the terms and conditions stated herein, the number of shares
specified above (the "Option" Shares) of the Company's common stock ("Common
Stock") par value $0.01 per share, at the Option Price per share specified
above.
2. PERIOD OF OPTION AND RIGHT TO EXERCISE. This Option shall become
exercisable as to one-fourth (1/4) of the total number of Option Shares on the
Date of Grant. This Option shall become exercisable as to an additional
one-fourth (1/4) of the total number of Option Shares on the first (1st)
anniversary of the Date of Grant. This Option shall become exercisable as to an
additional one-fourth (1/4) of the total number of Option Shares on the second
(2nd) anniversary of the Date of Grant, and shall become exercisable as to the
remaining one-fourth (1/4) of the total number of Option Shares on the (3rd)
third anniversary of the Date of Grant. Once the right to purchase shares has
accrued, such shares may thereafter be purchased at any time, or in part from
time to time, until the termination date of this Option. Subject to the
foregoing, and subject to subsections (i), (ii) and (iii) of this Section 2,
which provide for earlier termination of the Option, the Option shall terminate
upon the expiration of ten (10) years from the Date of Grant (the Expiration
Date ). In no event shall this Option be exercised after the Expiration Date. If
the Optionee ceases to be a Director of the Company for any reason, the Option
held by the Optionee shall be exercisable, and shall terminate as follows:
(i) Resignation or Removal for Cause. If the Optionee resigns
from the Board of Directors or is removed from office for cause, and if
the Option is not exercisable by the Optionee prior to resignation or
removal, the Option shall terminate as of the date of such resignation
or removal. If the Option is exercisable prior to such resignation or
removal, the unexercised portion of the Option may be exercised by the
Optionee at any time prior to the
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Expiration Date, or within three (3) months after the date of such
resignation or removal, whichever first occurs. If the Optionee dies
after ceasing to be a director and during a period when the Option is
exercisable, then the Option shall be exercisable at any time prior to
the Expiration Date, or within one (1) year after the date of death,
whichever first occurs.
(ii) Death During Service. If the Optionee dies during service
as a Director of the Company, the Option (whether or not exercisable
immediately prior to the Optionee's death) shall be exercisable at any
time prior to the Expiration Date or within one (1) year after the date
of death, whichever first occurs.
(iii) Cessation of Directorship for Other Reasons. If the
Optionee ceases to be a Director of the Company for any reason other
than resignation, removal for cause, or death, the Option shall be
exercisable (but only if exercisable by the Optionee immediately prior
to ceasing to be a Director) at any time prior to the Expiration Date
or within three (3) years after the date the Optionee ceases to be a
Director, whichever first occurs.
3. EXERCISE. To the extent this Option is exercisable, it may be
exercised by the Optionee or the legal representative of the Optionee or the
legal representative of the Optionee's estate or the permitted transferee of the
Optionee. Once this Option becomes exercisable, it may thereafter be exercised,
wholly or in part, at any time prior to the Expiration Date.
4. ACCELERATION. Upon the occurrence of any of the following events
prior to the Expiration Date, this Option shall become immediately and fully
exercisable:
(i) death of the Optionee; or
(ii) a change of control of the Company. "Change of Control"
shall mean:
a. the acquisition by any person of voting shares of the
Company, if, as a result of the acquisition, such person,
or any "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, of which such person is
a part, owns at least 20% of the outstanding voting
shares of the Company; or
b. a change in the composition of the Board such that within
any period of two consecutive years, persons who (1) at
the beginning of such period constitute the Board or (2)
become directors after the beginning of such period and
whose election, or nomination for election by the
stockholders of the Company, was approved by a vote of at
least two-thirds of the persons who were either directors
at the beginning of such period or whose subsequent
election or nomination was previously approved in
accordance with this clause (2), cease to constitute at
least a majority of the Board; or
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(iii) a merger or consolidation with another corporation or
entity, and the Company is not the surviving corporation; or
(iv) a sale by the Company of all or substantially all of the
assets of the Company; or
(v) a distribution by the Company to the stockholders that is
non-taxable under the Internal Revenue Code of 1986, as amended; or
(vi) the dissolution or liquidation of the Company.
5. PAYMENT FOR SHARES. Payment for shares purchased upon exercise
of this Option shall be made in full at the time of exercise. Payment of the
Option Price shall be made in cash, or by delivering Common Stock having a fair
market value at least equal to the Option Price, or a combination of Common
Stock and cash. Fair market value for such purpose shall be the mean of the
highest and lowest sales prices on the exchange, or automated quotation system
on which the Common Stock is quoted, for the date as of which fair market value
is to be determined. If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which fair market value
is to be determined, then fair market value shall be the mean between the bona
fide bid and asked prices per share of Common Stock as so quoted for such date.
If the fair market value of the Common Stock cannot be determined on either of
these bases, the Board of Directors of the Company shall in good faith determine
the fair market value of the Common Stock on such date. Payment in shares of
Common Stock shall be made by delivering to the Company certificates, duly
endorsed for transfer, representing shares of Common Stock having an aggregate
fair market value (determined as aforesaid) on the date of exercise equal to
that portion of the Option Price which is to be paid to the Company in Common
Stock. Whenever payment of the Option Price would require delivery of a
fractional share, the Optionee shall deliver the next lower whole number of
shares of Common Stock, and a cash payment shall be made by the Optionee for the
balance of the Option Price.
6. METHOD OF EXERCISE. This Option may be exercised only by written
notice given to the Company, which specifies the number of Option Shares which
the holder of the Option elects to purchase, the number of Option Shares which
the holder is paying for in cash and the number of Option Shares which the
holder is paying for in shares of Common Stock of the Company. Such written
notice shall be accompanied by a check payable to the order of the Company for
the cash portion of the purchase price and, if applicable, by the delivery of
certificates representing shares of Common Stock of the Company duly endorsed
and otherwise in proper form for transfer to the Company of such number of
shares of Common Stock as are required to equal the fair market value of the
Option Shares being paid for in stock. Upon each exercise of this Option, the
Company, as promptly as practicable, will mail or deliver to the person
exercising this Option a certificate or certificates representing the shares
then purchased.
7. TRANSFERABILITY. This Option is not assignable or transferable
other than by will, the laws of descent and distribution, or the terms of a
qualified domestic relations order, as defined in the Internal Revenue Code of
1986 as amended, or Title I of the Employee Retirement Income
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Security Act, or the rules thereunder. During the Optionee's lifetime, this
Option may be exercised only by the Optionee or his or her guardian or other
legal representative, or the permitted transferee of the Optionee.
8. PROVISION FOR TAXES. It shall be a condition to the Company's
obligation to issue or reissue shares of Common Stock upon exercise of this
Option that the Optionee pay, or make provision satisfactory to the Company for
payment of, any federal or state income or other taxes which the Company is
obligated to withhold or collect with respect to the issuance or reissuance of
such shares.
9. LISTING AND REGISTRATION. The Company, in its discretion, may
postpone the issuance and delivery of shares, upon exercise of this Option,
until completion of such stock exchange listing, or registration, or other
qualification of such shares under any Federal or state law, rule, or
regulation, as the Company may consider appropriate. The Company may require any
person exercising this Option to make such representations and to furnish such
information as the Company may consider appropriate in connection with the
issuance of the shares in compliance with applicable law.
10. ADJUSTMENTS. In the event the outstanding shares of Common Stock
of the Company are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or another
corporation, through reorganization, merger, consolidation, liquidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in stock of the class of shares which is subject to this
Option, appropriate adjustment in the number and kind of shares as to which this
Option or portion thereof then unexercised shall be exercisable, and in the
Option Price, shall be made to the end that the Optionee's proportionate
interest under this Option shall be maintained as before the occurrence of such
event.
11. NOTICES. Any notice hereunder by the holder of this Option
shall be given to the Company in writing and such notice and any payment
hereunder shall be deemed duly given or made only upon receipt thereof at the
Company's principal office in Vero Beach, Florida, or at such other place as the
Company may designate by written notice to the holder of this Option. Any notice
or other communication hereunder to the holder of this Option shall be in
writing and shall be deemed duly given if mailed or delivered to the holder at
such address as he or she may have on file with the Company.
12. SHAREHOLDER RIGHTS. The holder of this Option shall have no
rights as a shareholder with respect to any shares covered by this Option until
the holder of this Option becomes a shareholder of record with respect to such
shares.
13. GOVERNING LAW. This Option shall be governed by, construed and
enforced in accordance with the internal laws of the State of Delaware, and,
where applicable, the laws of the United States.
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IN WITNESS WHEREOF, the Company has caused this Option to be executed
in duplicate.
ATTEST: FLORAFAX INTERNATIONAL, INC.
/s/ Kelly S. McMakin By: /s/ James H. West
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Kelly S. McMakin, Secretary James H. West, President
ACCEPTED:
/s/ T. Craig Benson
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T. Craig Benson
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