Exhibit 99.6
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STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement") is between REFAC
TECHNOLOGY DEVELOPMENT CORPORATION, a Delaware corporation ("REFAC"), and
the Grantee whose name appears on the Schedule attached to this Agreement
(the "Grantee").
Because of exceptional services provided as a Director of REFAC by the
Grantee, the Grantee has been granted an option on the terms and conditions
set forth in this Agreement and the Schedule.
Terms which are defined in the Stock Purchase Agreement will have the
meanings set forth therein and the following terms will have the following
meanings when used in this Agreement:
"Expiration Date" is the earliest of (1) the last date on which any
Options can be exercised as set forth in the Schedule, (2) the date 5 years
after the date of grant.
"Schedule" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Grantee.
Section 1. OPTIONS. To the extent indicated in the Schedule, the
Grantee is hereby granted an option to purchase shares of Common Stock, par
value of $0. 10, of REFAC (an 'Option'), at a price per share equal to the
Option Price set forth on the attached schedule.
Section 2. EXERCISE OF RIGHTS.
2.1 TIMES WHEN COMMON STOCK CAN HE PURCHASED. Except as noted on the
Schedule, Options will become exercisable immediately on the date of grant.
2.2 NOTICE. If the holder of an Option wishes to exercise any of the
holder's rights, the holder must give notice of exercise to REFAC at
REFAC's principal office. The holder must give the notice in writing in
form satisfactory to the REFAC. The holder must include with the notice
full payment for any Common Stock being purchased under any Option (unless,
REFAC shall have provided otherwise), and a fully executed Stock Purchase
Agreement in the form attached hereto.
2.3 PAYMENT.
2.3.1. Payment of the Option Price for any Common Stock being
purchased under an Option must be made in cash, by certified or bank check
or by delivering to REFAC stock of REFAC which the Grantee already owns.
If the Grantee pays by delivering stock of REFAC, the holder must include
with the notice of exercise the certificates for the stock duly endorsed
for transfer. REFAC will value the stock delivered by the Grantee at its
fair market value on the date of receipt and, if the value of the stock
delivered by the Grantee exceeds the amount required under this Section
2.3.1., will return to the Grantee cash in an amount equal to the value,
so determined, of any fractional portion of a share of stock exceeding the
amount required and will issue a certificate for any whole share of stock
exceeding the amount required.
2.3.2. The holder cannot buy any Common Stock under an Option unless,
at the time the holder gives notice of exercise to REFAC, the holder
includes with such notice payment in cash or by certified or bank check of
all local, state or federal withholding taxes due, if any, on account of
buying Common Stock under the Option or gives other assurance to REFAC of
the payment of those withholding taxes.
2.4 TRANSFER. REFAC shall deliver certificates for Common Stock
bought under an Option as soon as practicable after receiving payment for
the Common Stock and for any taxes under Section 2.3, and all documents
required under the Stock Purchase Agreement and the Agreement. The
certificates will be made out in the name of the holder and shall be
legended as set forth in the Stock Purchase Agreement. If any law,
regulation or interpretation requires REFAC to take any action regarding
the Common Stock, before REFAC issues certificates for the Common Stock
being purchased, REFAC may delay delivering the certificates for the Common
Stock for the period necessary to take that action.
Section 3. TERMINATION. In the event that the services of Grantee
shall terminate (other than for reason of death), all Options then
outstanding (and not earlier terminated in accordance with their terms),
may be exercised by such Grantee within ninety (90) days after the date of
such termination. If Grantee dies while a Director of REFAC, all Options
then outstanding (and not earlier terminated in accordance with their
terms), may be exercised by the heirs, distributees, or legal
representatives of the Grantee within one year after the date of death.
Section 4. GOVERNING PROVISIONS. The Agreement is subject to the
Stock Purchase Agreement and all of the provisions of the Stock Purchase
Agreement are also provisions of this Agreement. If there is a difference
or conflict between the provisions of the Agreement and/or the provisions
of the Stock Purchase Agreement, the provisions of the Stock Purchase
Agreement will govern as to the limitations on the resale of Common Stock
purchased. By signing the Agreement, the Grantee confirms that he has
received a copy of the Stock Purchase Agreement attached to this Agreement.
Section 5. MISCELLANEOUS.
5.1 ENTIRE AGREEMENT. This Agreement and the Stock Purchase
Agreement contain all of the understandings between REFAC and Grantee
concerning all Options granted, and includes all earlier negotiations and
understandings. REFAC and Grantee have made no promises, agreements,
conditions or understandings, either orally or in writing, that are not
included in the Agreement, the Stock Purchase Agreement.
5.2 TERM OF SERVICES. By entering into this Agreement, REFAC does
not give Grantee any right to continue to be a Director of REFAC or to be
entitled to any remuneration or benefits not set forth in the Agreement or
the Stock Purchase Agreement. None of the provisions of this Agreement or
the Stock Purchase Agreement will interfere with or limit the right of
REFAC to end Grantee's services at any time.
5.3 CAPTIONS. The captions and section numbers appearing in the
Agreement are inserted only as a matter of convenience. They do not
define, limit, construe or describe the scope or intent of the provisions
of the Agreement.
5.4 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which when signed by REFAC and Grantee will be deemed an original
and all of which together will be deemed the same Agreement.
5.5 NOTICE. Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to REFAC, at the principal office of REFAC
and, if to Grantee, to Grantee's last known address on the personnel
records of REFAC.
5.6 SUCCESSION AND TRANSFER. Options are not transferable other than
by will or by the laws of descent and distribution, and Options may be
exercised during the lifetime of the Grantee only by the Grantee. In the
event of the Grantee's death, Options may be exercised by heirs,
distributees or legal representatives of the Grantee, but only with respect
to such number of shares which could have been acquired by the Grantee at
the time of the Grantee's death.
5.7 GOVERNING LAW. The Agreement shall be governed and construed
exclusively in accordance with the law of the State of New York applicable
to agreements to be performed in the State of New York to the extent it may
apply.
REFAC and Grantee have caused Agreement to be signed and
delivered as of the date set forth on the Schedule.
REFAC TECHNOLOGY DEVELOPMENT CORPORATION
By:______________________________________
_______________________________________
Title
_______________________________________
(Grantee)
REFAC TECHNOLOGY DEVELOPMENT CORPORATION
STOCK OPTION AGREEMENT SCHEDULE
IDENTIFICATION.
1. Name of Grantee: *
2. Address of Grantee:
3. Social Security Number of Grantee:
4. Date of Option Agreement: February 7, 1996
TERMS OF GRANT.
1. Stock Options.
a. Number of Common Stock: 10,000
(1) Incentive Stock Option:
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(2) Nonincentive Stock Option: 10,000
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b. Fair Market Value per share as of date of grant: $ 5.81
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c. Option Price:
(1) Incentive Stock Option: $
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(2) Nonincentive Stock Option: $ 5.81
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d. Date of grant:
(1) Incentive Stock Option:
(2) Nonincentive Stock Option: February 7, 1996
e. Expiration Date:
(1) Incentive Stock Option:
(2) Nonincentive Stock Option: February 7, 2001
f. Time(s) at which Options become(s)
exercisable: 2,000 Immediately
and 2,000 per year
commencing on the
first anniversary
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* Same schedule provided for each of Neil R. Austrian, Robin L. Farkas,
Mark N. Kaplan, Herbert W. Leonard and Ira T. Wender.