Exhibit 10.1(nn)
Employment Agreement
AGREEMENT made as of the 1st day of October, 1999 by and between Transmedia
Europe, Inc., a Delaware corporation having offices at 11 St. James's Square
SW1Y 4LB, England (the "Company"), and Paul Harrison (the "Executive").
WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's employment by the Company from and after the date
hereof ("Effective Date")
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment. The Company agrees to employ the Executive in the
capacity herein after set forth, for the term specified in paragraph
2, and the Executive agrees to accept such employment, upon the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be for a term commencing on the Effective
Date and, unless this Agreement is sooner terminated under the
provisions hereof, expiring three years thereafter (the "Term").
3. Duties and Responsibilities.
(a) During the Term, but subject to the discretion of the Board of
Directors, the Executive shall serve as a Director and as an
officer of the Company and shall have the title of President.
(b) The Executive shall devote substantial business efforts to the
Company and to the extent directed by the Board of Directors
to Transmedia Asia Pacific, Inc. ("TMAP"). Other business
activities of the Executive shall be limited in time and scope
and not conflict with the terms of this Agreement. The
Executive will (i) devote his best efforts, skill and ability
to promote the Company's interest; (ii) carry out his duties
in a competent and professional manner; (iii) work with other
employees of the Company in a competent and professional
manner and (iv) generally promote the best interests of the
Company.
4. Compensation.
(a) As compensation for services hereunder and in consideration of
his agreement not to compete as set forth in paragraph 10
below, during the Term, the Company shall pay the Executive in
accordance with the Company's normal payroll practices base
salary compensation at an annual rate of $250,000 (U.S.) less
required tax withholding amounts. The annual rate of salary
compensation may be reviewed and increased at the discretion
of the Chief Executive Officer of the company, but, if the
Executive is then serving in such capacity, the Board. Annual
bonuses may be awarded at the sole discretion of the Board.
(b) The Executive shall be entitled to receive subject to
shareholder approval, non-qualified stock options having a
term of five years and covering shares allocated as follows:
No. of Option Vesting
Shares Price Dates
------ ----- -----
1,500,000 $.875 1,000,000 October 1, 1999
500,000 October 1, 2000
750,000 Market Price Plus 10% 375,000 February 1, 2001
on February 1, 2000 375,000 February 1, 2002
Said options will be granted under the terms of an Option Agreement the
date hereof and annexed hereto as Exhibit A.
5. Expenses: Fringe Benefits.
(a) In addition to the compensation provided for under paragraph
4, the Company agrees to pay or to reimburse the Executive
during the Term for all reasonable, ordinary and necessary
vouchered business or entertainment expenses incurred in the
performance of his services hereunder in a manner established
by the Company's policy as from time to time in effect.
(b) During the Term the Executive shall be entitled to participate
in the health care, life insurance and 401K plans established
by the Company for the benefit of its employees generally and
currently in effect or put into effect subsequent to the date
of this Agreement.
(c) The Executive shall be entitled to a combined four (4) weeks
(20 business days) of paid vacation, provided that no more
than ten (10) consecutive days of vacation shall be taken at
any one time without the prior approval of the Chief Executive
Officer, but if the Executive is then serving in such
capacity, the Board.
6. Discharge by Company.
(a) The Company shall be entitled to terminate the Term and to
discharge the Executive for "cause". The term "cause" shall be
limited to the following.
(i) The Executive's failure or unreasonable refusal to
perform his duties and responsibilities under this
Agreement.
(ii) Dishonesty effecting the Company.
(iii) Conviction of a felony or of any crime involving fraud
or misrepresentations.
(iv) The Executive's failure to adequately perform his
responsibilities.
(v) The commission of a willful or intentional act which
could injure the reputation, business or business
relationships of the Company.
(vi) Any material breach of this Agreement, if such breach is
not cured within 30 days after receipt by the Executive
of written notice thereof from the Company, and
(vii) Disability pursuant to paragraph 7 hereof.
(viii) If Executives employment is terminated by the Company
without cause, in addition to the salary and benefits
accrued through the date of termination Executive will
receive as severance an amount equal to 18 months base
salary. Such severance payment shall be payable in equal
installments or as mutually agreed by the Executive and
the Company in a lump sum discounted using the prime
rate then in effect at Citibank, N.A. In addition to his
base salary the Company will pay Executive the cost of
continuing medical insurance.
7. Disability, Death.
(a) If the executive shall be unable to perform his duties
hereunder by virtue of physical or mental incapacity or
disability (from any cause or causes whatsoever) in
substantially the manner and to the extent required hereunder
prior to the commencement of such disability (all such causes
being herein referred to as "disability") and the Executive
shall fail to have performed substantially such duties for
periods aggregating 90 days, whether or not continuous, in any
continuous period of 180 days, the Company shall have the
right to terminate the Executive's employment hereunder as at
the end of any calendar month upon written notice to him. Said
notice of intention to terminate the Executive must be given
by the Company within 90 days following the 90th day of
disability, in which case the Executive shall be entitled to
his base salary compensation to the end of such calendar month
and for a continuing period of 3 months thereafter payable on
the regular payroll schedule.
(b) In the case of the death of the Executive, this Agreement
shall terminate and the company shall be obligated to pay to
the Executive's estate or as otherwise directed by the
Executive's duly appointed and authorized legal
representative, his then base salary compensation and all
accrued benefits through the date of death.
8. Voluntary Termination. If the Executive voluntarily terminates his
employment prior to the term hereunder, he shall only be entitled to
receive compensation accrued through the date of termination and
shall not be entitled to any prorated amounts for vacation pay.
9. Confidential Information. The Executive recognizes that he will
occupy a position of trust with respect to business and technical
information of a secret or confidential nature which is the property
of the Company and which has been and will be imparted to him from
time to time in the course of his employment with the Company. In
light of this understanding, the executive agrees that:
(a) The Executive shall not at any time use or disclose, directly
or indirectly, any of the Company's confidential information
or trade secrets to any person, except that he may use and
disclose to authorized Company personnel, licensees or
franchises in the course of his employment, and
(b) within three (3) days from the date upon which his employment
with the Company is terminated, for any reason or for no
reason, or otherwise upon the request of the Company, he shall
return to the company any and all documents and materials
which constitute or contain the Company's confidential
information or trade secrets.
For purposes of this Agreement, the terms "confidential
information" or "trade secrets" shall include all information
of any nature and in any form which is owned by the company
and which is not publicly available or generally known to
persons engaged in businesses similar to that of the Company.
10. Non-Competition.
(a) The Executive agrees that his services hereunder are of a
special character, and his position with the Company places
him in a position of confidence and trust with the customers
employees of the Company. The Executive and the Company agree
that in the course of employment hereunder, the Executive has
and will continue to develop a personal acquaintanceship and
relationship with Company's customers, and a knowledge of
those customers' affairs and requirements which may constitute
the Company's primary or only contact with such customers. The
Executive consequently agrees that it is reasonable and
necessary for the protection of the goodwill and business of
the Company that the Executive makes the convenants contained
herein. Accordingly, the Executive agrees that while his is in
the Company's employ and for a period of 18 months thereafter
the Executive will not, without the prior written consent of
the Company not to be unreasonably withheld, either directly
or indirectly, or in any capacity whether as a promoter,
proprietor, partner, joint venture, employee, agent,
consultant, director, officer, manager, shareholder (except as
a shareholder holding less than five percent (5%) of a
publicly traded company's issued and outstanding capital
stock, or otherwise) work for, act as a consultant to or own
any interest in any direct competitor of the Company which
operates in or provides services essentially the same as the
Company. For purposes hereof, a "direct competitor" is a
business, or a division of a business, which is engaged in
providing discount dining or restaurant services whether
through use of barter, trade credits, scrip or similar items
or printing, selling, distributing or soliciting of a charge
card or discount services and activities or promoting a charge
card or providing services the same or similar to that sold or
offered by the Company. The Executive further agrees that he
will not solicit, entice, induce or persuade, either directly
or indirectly, any employee or customer of the Company to
alter, terminate or refrain from extending or renewing any
contractual or other relationship with the Company, or
commence a
similar or substantially similar relationship with the
Executive or any direct competitor of the Company.
(b) As used in this paragraph 10, the term "Company" shall include
subsidiaries of the Company and the term "customer" shall
mean:
(i) anyone who is then a customer of the company, or
(ii) anyone who was a customer at any time during the one
year period immediately preceding the date of
termination of the Executive's employment.
(c) the parties hereto agree that the duration and area for which
the covenant not to compete set forth herein is to be
effective is reasonable. In the event that nay court
determines that the time period or area, or both of them, are
unreasonable and that such covenant to that extent
unenforceable, the parties hereto agree that the covenant
shall remain in full force and effect for the greatest time
period and in the greatest area that would not render it
unenforceable.
(d) If the Executive commits a breach or is about to commit a
breach, of any of the above provisions, the Company shall have
the right to temporary and preliminary injunctive relief to
prevent the continuance or commission of such breach prior to
any hearing on the merits and to have the provisions of this
Agreement specifically enforced by any court having equity
jurisdiction without being required to post bond or other
security and without having to prove the inadequacies of the
available remedies at law, it being acknowledges and agreed
that any such breach or threatened breach will cause
irreparable injury to the Company. In addition, the Company
may take all such other actions and remedies available to it
under law in equity and shall be entitled to such damages as
it can show it has sustained by reason of such breach.
(e) The existence of any claim or cause of action of the executive
against the company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement
by the Company of those covenants and agreements.
(f) For purposes of this paragraph 10 but only with respect to the
period following the termination of the Agreement the term
direct competitor shall not include a separate noncompetitive
corporate subsidiary of a company which is a direct
competitor, if the Executive is employed solely to perform
services for the noncompetitive subsidiary and does not engage
in or assist said directly competitive company in any aspect
of its business.
11. Change of Control. In the event of a "change in control" in the
Company, prior to the vesting date for any stock options provided to
the Executive under this Agreement, that adversely impacts
Executive's ability to vest in or to exercise such options, the
company shall either accelerate the vesting date of the options such
that the Executive may exercise them in timely fashion; or pay to
Executive the cash value of the options to him (fair
market value of shares less exercise price) immediately prior to the
date of the change of control; or make some financial arrangement
making executive whole that is mutually agreeable to the Company and
the Executive. A "change in control" shall be deemed to occur when,
a corporation, partnership, association or entity, directly or
indirectly (through a subsidiary or otherwise), (i) acquires or is
granted the right to acquire, directly or though merger or similar
transaction, a majority of the Company's outstanding voting
securities or shares, or (ii) all or substantially all of the
company's assets.
12. Resolution of Disputes. Any dispute by and among the parties hereto
arising out of or relying to this Agreement, the terms, conditions
or a breach thereof, or the rights or obligations of the parties
with respect thereto, shall be arbitrated in the City of New York,
New York before and pursuant to then applicable commercial rules and
regulations of the American Arbitration Association, or any
successor organization. The arbitration proceedings shall be
conducted by a panel of three arbitrators, one of whom shall be
selected by the Company, one by the Executive (or his legal
representative) and the third arbitrator by the first two chosen.
The parties shall use their best efforts to assure that the
selection of the arbitrators shall be completed within thirty (30)
days and the parties shall use their best efforts to complete the
arbitration as quickly as possible. In such proceeding, the
arbitration panel shall determine who is a substantially prevailing
party and shall award to such party its reasonable attorneys',
accounts' and other professionals' fees and its costs incurred in
connection with the proceeding. The award of the arbitration panel
shall be final, binding upon the parties and nonappealable and may
be entered in and enforced by any court of competent jurisdiction.
Such court may add to the award of the arbitration panel additional
reasonable attorneys' fees and costs incurred by the substantially
prevailing party in attempting to enforce the award.
13. Enforceability. The failure of either party at any time to require
performance by the other party of any provision hereunder in no way
shall affect the right of that party thereafter to enforce the same,
nor shall it affect any other party's right to enforce the same, or
to enforce any of the other provisions of this Agreement; nor shall
the waiver by either party of the breach of any provision hereof be
taken or held to be a waiver of any subsequent breach of such
provision or as a waiver of the provision itself.
14. Assignment. This Agreement is a personal contract and the
Executive's rights and obligations hereunder may not be sold,
transferred, assigned, pledged or hypothecated by the Executive. The
rights and obligations of the Company hereunder shall
15. Modification. This Agreement cannot be cancelled. changed, modified,
or amended orally, and no cancellation, change, modification or
amendment shall be effective or binding, unless it is in writing,
signed by both parties to this Agreement, and consented to in
writing to the Purchaser.
16. Severability: Survival. If any provision of this Agreement is held
to be void and unenforceable by a court of competent jurisdiction,
the remaining provisions of this Agreement nevertheless shall be
binding upon the parties with same effect as though the void or
unenforceable part has been severed and deleted.
17. Notice. Notices given pursuant tot he provisions of this Agreement
shall be sent by certified mail, postage prepaid, or by overnight
courier, or by telex, telecopier or telegraph, charges prepaid, to
the following address:
To the Company
Transmedia Europe, Inc.
11 St. James's Square
London SW1Y 4LB
England
Fax: 011 44 171 839-5727
with a copy to:
Davis & Gilbert LLP
1740 Broadway
New York, NY 10019
Attention: Walter Epstein, Esq.
Fax: 212 468-4888
It the Executive
c/o Transmedia Europe, Inc.
11 St. James's Square
London SW1Y 4LB
England
Fax: 011 44 171 839-5727
18. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
19. No Conflict. The Executive represents and warrants that he is not
subject to any agreement, instrument, judgement order or decree of
any kind, or any other restrictive agreement of any character, which
would prevent him from entering into this Agreement or which would
be breached by the Executive upon his performance of his duties
pursuant to this Agreement.
20. Entire Agreement. This Agreement represents the entire agreement
between the Company and the Executive with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the parties have set their hands and seals on and as
of the day and year first written above.
TRANSMEDIA EUROPE, INC.
/s/ Michael R. Chambrello
----------------------------------------
Michael Chambrello
Chief Executive Officer
EXECUTIVE
/s/ Paul Harrison
----------------------------------------
Paul Harrison
EXHIBIT A
TRANSMEDIA EUROPE, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of October 1, 1999, by and between TRANSMEDIA EUROPE,
INC., a Delaware corporation with its principal place of business at 11 St.
James's Square, London SW1Y 4LB England (the "Company"), and the undersigned
(the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company considers it desirable and in its best interests that
the Optionee be encouraged to acquire an ownership interest in the Company, and
thereby have an added incentive to advance the interests of the Company, by the
grant of an option to purchase shares of the Company's common stock, par value
$.00001 per share (the "Common Stock"), on the terms and conditions hereinafter
set forth; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee, the right, privilege and option
(the "Option") to purchase 2,250,000 shares of the Company's Common Stock (the
"Shares") at the exercise prices ("Exercise prices") and on the vesting terms
("Vesting Terms") set forth in Exhibit A. Such number of Shares issuable upon
exercise of the Option shall be subject to adjustment as provided in Section 7
below. The Option is not intended to be an incentive stock option meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Time of Exercise of Option.
Subject to the provisions of Section 4 below, the Option shall vest as
provided in Exhibit A, provided, however, that upon a Change in Control (as
defined in the Plan) of the Company, the Option shall be immediately
exercisable. To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall continue in full force and effect until the
Expiration Date (as hereinafter defined).
3. Method of Exercise.
The Option shall be exercised by written notice in the form of Exhibit B
hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the number of Shares being purchased, or
(ii) certificate(s), duly endorsed for transfer to the Company with
signature guaranteed, for that number of previously acquired Shares having an
aggregate fair market value as determined in accordance with the Plan ("Fair
Market Value"), on the date of exercise equal to the full Purchase Price for the
number of Shares being purchased, or (iii) a combination of (i) and (ii).
The Option shall not be exercisable at any time in an amount less than 100
Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).
4. Term of Options; Exercisability.
1. This Option shall expire 5 years from the date hereof of this Agreement
(the "Expiration Date"), subject to earlier termination as herein provided.
2. Except as otherwise provided in this Section 4, if the Optionee's
employment by the Company is terminated for any reason, the Option shall
terminate on the earlier of (i) three months after the date the Optionee's
employment is terminated, or (ii) the date on which the Option expires by its
terms.
3. If the Optionee's employment by, of, or to, the Company is terminated
by the Company for cause (as such term is defined in his employment agreement),
the Option will to the extent not terminated be deemed to have terminated on the
date immediately preceding the date the Optionee's employment by, or retention
as an agent, director of, or consultant to, the Company is terminated by the
Company and its subsidiaries.
4. If the Optionee's employment by the Company is terminated because of
disability or death, the Option shall terminate on the earlier of (i) one year
after termination, or (ii) the date on which the Option expires by its terms.
5. Non-Transferability.
The right of the Optionee to exercise the Option shall not be assignable
or transferable by the Optionee otherwise than by will or the laws of descent
and distribution, and the Option may be exercised during the lifetime of the
Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
6. Representation Letter and Investment Legend.
A. Notwithstanding the provisions of Sections 3 and 4 hereof, the Option
cannot be exercised, and the Company may delay the issuance of the Shares
covered by the exercise of the Option and the delivery of a certificate for the
Shares, until one of the following conditions shall be satisfied:
1. The Shares with respect to which the Option has been exercised are at
the time of the issuance of the Shares effectively registered or qualified under
applicable federal and state securities acts now in force or as hereafter
amended; or
2. Counsel for the Company shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that the issuance of the
Shares is exempt from registration and qualification under applicable federal
and state securities acts now in force or as hereafter amended.
B. In the event that for any reason the Shares to be issued upon exercise
of the Option shall not be effectively registered under the Securities Act of
1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Optionee shall give a written representation
to the Company in the form attached hereto as Exhibit A and the Company shall
place an "investment legend," so-called, as described in Exhibit A, upon any
certificate for the Shares issued by reason of such exercise. In the event that
the Company shall, nevertheless, deem it necessary or desirable to register
under the 1933 Act or other applicable statutes the Shares with respect to which
the Option shall have been exercised, or to qualify the Shares for exemption
from the 1933 Act or other applicable statutes, then the Company may take such
action and may require from the Optionee such information in writing for use in
any registration statement, supplementary registration statement, prospectus,
preliminary prospectus, offering circular or any other document that is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
C. The Company shall be under no obligation to qualify the Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of the Shares or
to cause the issuance of the Shares to be exempt from registration and
qualification under applicable federal and state securities acts now in force or
as hereinafter amended, except as otherwise agreed to by the Company in writing
in its sole discretion and, accordingly, the Company may delay the issuance of
the Shares covered by the exercise of the Option and the delivery of a
certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.
7. Adjustment in and Changes in Common Stock.
Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to which the Option or portion thereof then unexercised shall be
exercisable. Such adjustment in
the Option shall be made without change in the total price applicable to the
unexercised portion of such the Option and with a corresponding adjustment in
the Option price per share.
8. Effect on Other Rights.
This Agreement shall in no way affect the Optionee's participation in or
benefits under any other plan or benefit program maintained or provided by the
Company. Nothing in this Agreement shall be construed to give the Optionee any
right to any additional options other than in the sole discretion of the Board
of Directors of the Company or to confer on the Optionee any right to continue
in the employ of the Company or any subsidiary thereof or to continue to be
retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be terminated entirely.
9. Rights as a Stockholder.
The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.
10. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of the Option, the Company
shall have the right to require the Optionee to remit to the Company an amount
sufficient to satisfy all federal, state and local withholding tax requirements,
if any, prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
12. Headings.
The headings contained in this Agreement are for convenience of reference
only and in no way define, limit or describe the scope or intent of this
Agreement or in any way affect this Agreement.
13. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand and seal, all as of the day
and year first above written.
TRANSMEDIA EUROPE, INC.
By: /s/ Michael Chambrello
-------------------------------------
Title: Chief Executive officer
OPTIONEE:
/s/ Paul Harrison
----------------------------------------
Paul Harrison
EXHIBIT A
TO STOCK OPTION AGREEMENT
Options granted and vesting period:
Set forth below are the options granted to the Optionee and the vesting schedule
with respect thereto.
Number of Shares Exercise Price Vesting Date
- ---------------- -------------- ------------
1,500,000 $0.875 1,000,000 October 1, 1999
500,000 October 1, 2000
750,000 Market Price Plus 10% 375,000 February 1, 2001
on February 1, 2000 375,000 February 1, 2002
EXHIBIT B
TO STOCK OPTION AGREEMENT
Date:______________________________
Transmedia Europe, Inc.
11 St. James's Square
London SW1Y 4LB
England
Ladies and Gentlemen:
I hereby elect to purchase ____ shares of the Common Stock, par value
$.00001 per share, of Transmedia Europe, Inc. (the "Company") under the option
granted to me pursuant to the Stock Option Agreement, dated October 1, 1999.
Enclosed is [cash] [a check] in the amount of $______.___ [______ shares
of the Company's Common Stock] in full payment of the shares being purchased
($________ per share x shares).
Please deliver certificates representing the shares being purchased to me
at:
-----------------------------
-----------------------------
-----------------------------
I hereby acknowledge that I have been informed as follows:
1. The shares of common stock of the Company to be issued to me pursuant
to the exercise of said option have not been registered under the Securities Act
of 1933, as amended (the "1933 Act"), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the 1933 Act, or an
exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms and conditions provided by that
Rule, and in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will be required.
3. The Company is under no obligation to me to register the shares or to
comply with any such exemptions under the 1933 Act.
4. The availability of Rule 144, if applicable, is dependent upon adequate
current public information with respect to the Company being available and, at
the time that I may desire to make a sale pursuant to the Rule, the Company may
neither wish nor be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me, I
hereby represent and warrant that I am acquiring such shares for my own account
for investment, and that I will not sell, pledge, transfer or otherwise dispose
of such shares in the absence of an effective registration statement covering
the same, except as permitted by the provisions of Rule 144, if applicable, or
some other applicable exemption under the 1933 Act. In view of this
representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:
"The shares of common stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"), and
were acquired by the registered holder, pursuant to a representation and
warranty that such holder was acquiring such shares for his or her own
account and for investment, with no intention to transfer or dispose of
the same, in violation of the registration requirements of the Act. These
shares may not be sold, pledged, transferred or otherwise disposed of in
the absence of an effective registration statement under the Act, or an
opinion of counsel, which opinion is reasonably satisfactory to counsel to
the Company, to the effect that registration is not required under the
Act."
I further agree that the Company may place a stop order with its Transfer
Agent, prohibiting the transfer of such shares, so long as the legend remains on
the certificates representing the shares.
Very truly yours,
________________________________________
Optionee: