Gerald Stevens, Inc.
Non-Plan Option Agreement
Name of Optionee: Robert L. Johnson
Date of Grant: October 15, 1999
Number of Option Shares: 2,500
Exercise Price per Share: $10.4375
This Option is granted on the above date (the "Date of Grant") by
Gerald Stevens, 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, par value $0.01 per share (the "Common
Stock"), at the exercise price per share specified above (the
"Exercise Price").
2. Period of Option and Right to Exercise. This Option shall
become exercisable as to 25% of the total number of Option
Shares on the first anniversary of the Date of Grant. This
Option shall become exercisable as to an additional 25% of the
total number of Option Shares on each subsequent 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 (a), (b) and (c) 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, the Option shall vest
and terminate as follows:
(a) Removal for Cause. If the Optionee is removed from
office for cause, all Options granted hereunder shall
immediately cease vesting and shall immediately
terminate.
(b) Death or Disability. If during the Optionee's service
as a director the Optionee dies or is no longer able
to serve as a director due to disability, the Option
(whether or not exercisable immediately prior to the
Optionee's death
or disability) shall become immediately exercisable
in full and may be exercised at any time prior to the
Expiration Date or within one (1) year after the date
of death or disability, whichever first occurs.
Whether a director's service is terminated due to
disability shall be determined at the sole discretion
of the board of directors.
If the Optionee dies after ceasing to be a director
and during a period when the Option or any part
thereof is exercisable, then that part of the Option
which was exercisable by the Optionee immediately
prior to the Optionee's death may be exercised at any
time prior to the Expiration Date, or within one (1)
year after the date of death, whichever first occurs.
(c) Cessation of Directorship for Other Reasons. If the
Optionee ceases to be a Director of the Company for
any reason other than removal for cause, death, or
disability, the Option shall immediately cease
vesting and any part thereof which was exercisable by
the Optionee immediately prior to ceasing to be a
Director may be exercised at any time prior to the
Expiration Date or within three (3) months 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 (or such
earlier date as specified herein).
4. Acceleration. Upon the occurrence of any of the following
events prior to the Expiration Date, this Option shall become
immediately and fully exercisable:
(a) a change of control of the Company.
For the purposes of the Option Agreement, a "Change of
Control" shall mean:
(i) the acquisition by any person, other than
New River Capital Partners L.P. or its
affiliates, 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
(ii) a change in the composition of the board of
directors of the Company such that within
any period of two consecutive years, persons
who (1) at the beginning of such period
constitute the board or (2) become
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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
(b) a merger or consolidation with another corporation or
entity, and the Company is not the surviving
corporation; or
(c) a sale by the Company of all of substantially all of
the assets of the Company; or
(d) 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 Exercise Price shall be made in cash, or by
delivering Common Stock having a fair market value at least
equal to the Exercise Price, or a combination of Common Stock
and cash. The fair market value of a share of Common Stock on
any date of reference shall mean the "Closing Price" (as
defined below) of the Common Stock on the business day
immediately preceding such date, unless the board of directors
or an appropriate committee thereof in its sole discretion
shall determine otherwise. For the purpose of determining fair
market value, the "Closing Price" of a share of Common Stock
on any business day shall be (i) if the Common Stock is listed
or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the
last reported per share sale price of the Common Stock on such
exchange or reporting system, as reported in any newspaper of
general circulation, (ii) if the Common Stock is quoted on the
National Association of Securities Dealers Automated
Quotations System ("NASDAQ"), or any similar system of
automated dissemination of quotations of securities prices in
common use, the last reported per share sale price of the
Common Stock on such system or, if sales prices are not
reported, the mean between the closing high bid and low asked
quotations for such day of the Common Stock on such system, as
reported in any newspaper of general circulation or (iii) if
neither clause (i) or (ii) is applicable, the mean between the
high bid and low asked quotations for the Common Stock as
reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked
quotations for the Common Stock on at least five of the ten
preceding days. If neither (i) , (ii) or (iii) above is
applicable, then fair market value shall be determined in good
faith by the board or directors or an appropriate committee
thereof, and the board or such committee may determine such
fair market value as of any date that is not more than one
year prior to the date for which such determination is being
made.
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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 Exercise 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 Exercise 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. Unless otherwise permitted by the board of
directors, 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 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
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appropriate in connection with the issuance of the shares in
compliance with applicable law.
10. Adjustment. 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, liquidations,
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 Exercise Price, shall be made such
that the Optionee's proportionate interest under this Option
shall be maintained.
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 Fort
Lauderdale, 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. Stockholder Rights. The holder of this Option shall have no
rights as a stockholder with respect to any shares covered by
this Option until the holder of this Option becomes a
stockholder 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
incorporation of the Company, and, where applicable, the
federal laws of the United States.
IN WITNESS WHEREOF, the Company has caused this Option to be executed
in duplicate.
Accepted: Gerald Stevens, Inc.
__________________________ By:__________________________
Name:_____________________ Name:________________________
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