EXHIBIT 10.14
ATC HOLDINGS, INC.
17911 VON KARMAN, SUITE 200
IRVINE, CALIFORNIA 92614
LETTER OF GRANT
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PERSONAL AND CONFIDENTIAL
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July 1, 1997
William P. Foley, II
4181 Creciente Drive
Hope Ranch
Santa Barbara, CA 93110
Re: Non-Qualified Stock Option
Dear Mr. Foley:
In order to provide additional incentive to certain personnel, the
Company is offering you by means of this letter certain non-qualified stock
options.
The options granted to you hereunder are subject to the following terms
and conditions:
1. NUMBER OF SHARES. The Company hereby grants to you non-qualified
stock options (the "Options") to purchase FIFTY-FIVE THOUSAND (55,000) shares
of the common stock (the "Shares") of the Company. The number of Shares
subject to this Option shall be proportionately adjusted in the event of a
stock split, stock dividend or similar recapitalization.
2. PURCHASE PRICE. The purchase price at which the Shares may be
acquired upon the exercise of an Option shall be Four Dollars ($4.00) per
Share, which price is not less than 100% of the fair market value on the date
of the grant. The purchase price for the Shares shall be proportionately
adjusted in the event of a stock split, stock dividend or similar
recapitalization.
William P. Foley, II
July 1, 1997
Page Two
3. EXERCISE DATE. The Options granted hereunder shall be exercisable as
of the date of grant in full subject to the remaining terms and conditions
hereof. The Options granted hereunder shall expire on June 30, 2007 after
which date any unexercised Options shall be void for all purposes.
4. TRANSFERABILITY. No Option shall be transferable by you other than by
will or the laws of descent and distribution, and the Options may not be
exercised by anyone other than you during your lifetime. Following your death,
the Options may be exercised during the periods described in Paragraph 5 (but
not more than 10 years from the date hereof) by your estate or the person to
whom the Options pass by will or the laws of descent and distribution, but
only to the extent that you could have exercised the Options on the date of
your death and only during the periods described in Paragraph 5.
5. EMPLOYMENT STATUS. No Options shall be exercisable after the
expiration of the earliest of (i) three months after your service as a board
member with the Company terminates, if such termination is for any reason
other than permanent disability, death or cause, (ii) one year after the date
your service as a board member terminates if such termination is the result
of death or permanent disability, or (iii) June 30, 2007.
6. MANNER OF EXERCISE. You may exercise the Options only by giving the
Company written notice by registered or certified mail, postage prepaid, at
the following address of your intent to exercise an Option, including the
number of Shares that you intend to acquire and the full consideration
therefore:
ATC Holdings, Inc.
17911 Von Karman Avenue, Suite 200
Irvine, California 92614
Attn: M'Liss Jones Kane
7. CONSIDERATION. If you exercise any Options, the purchase price
provided for pursuant to Paragraph 2 of this Letter of Grant must be paid by
you in cash or stock. The Shares will not be transferred to you on the
exercise of an Option until the full consideration therefor has been received
by the Company.
William P. Foley, II
July 1, 1997
Page Three
8. VALUATION AND WITHHOLDING. The Company shall, at the time of issuance
of any Shares purchased pursuant to the Plan, provide you with a statement of
valuation of the Shares issued. At the time of exercise of all or any portion
of the Options, the Company shall be entitled to withhold amounts from your
compensation in an amount necessary to adequately provide for applicable
federal, state and local taxes. The withholding may be made in a manner
determined by the Company, including, without limitation, the following: (i)
withholding other compensation payable to you, (ii) holding back the number
of Shares necessary to satisfy the withholding amount, or (iii) obtaining
cash from you in an amount sufficient to satisfy the withholding requirements.
Until the Company is satisfied that any applicable withholding taxes have
been adequately provided for, the Shares will not be transferred to you on
the exercise of an Option.
9. CONDITIONS OF ISSUANCE OF SHARES. Any Shares issued upon exercise of
any Options shall not be issued unless the issuance and delivery of Shares
pursuant thereto shall comply with all relevant provisions of law including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, any applicable state securities or "Blue Sky" law or laws (or an
exemption from such provision if available), and the requirements of any
stock exchange upon which the Shares may then be listed and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
No transfer of any Shares issued upon the exercise of any such Options
will be permitted by the Company, unless any request for transfer is
accompanied by evidence satisfactory to the Company that the proposed
transfer will not result in a violation of any applicable law, rule or
regulation, whether federal or state, including in the discretion of the
Company an opinion of counsel reasonable and acceptable to the Company.
Inability of the Company to obtain approval from any regulatory body
having jurisdictional authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in the respect of the nonissuance or
sale of such Shares as to which such requisite authority shall not have been
obtained.
10. EFFECTIVE DATE OF GRANT. The effective date of grant of the Options
is July 1, 1997. You should execute the enclosed copy of this Letter of Grant
and return the executed document to the Company as soon as possible. The
additional copies are for your records.
William P. Foley, II
July 1, 1997
Page Four
11. ACKNOWLEDGEMENT. You acknowledge receipt of a copy of the Plan and
represent that you are familiar with the terms and provisions thereof. You
hereby accept this Letter of Grant and the Options granted hereby subject to
all terms and provisions hereof. You agree to accept as binding, conclusive
and final all decisions or interpretations of the Board of Directors or a
committee thereof upon any questions arising under the Plan. You agree to
consult your independent tax advisors with respect to the income tax
consequences to you, if any, of participating in the Plan.
Sincerely,
ATC HOLDINGS, INC.
By: /s/ WAYNE D. DIAZ
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Wayne D. Diaz
President
ACCEPTED AND AGREED TO:
/s/ WILLIAM P. FOLEY, II
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William P. Foley, II