Sample Business Contracts

Stock Option Agreement - MacUSA Inc. and Joel A. Ronning

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                            STOCK OPTION AGREEMENT

     AGREEMENT, entered into and effective this 28th day of December, 1995
(the "Date of Grant"), by and between Joel A. Ronning (the "Optionor") and
MacUSA, Inc., a Minnesota corporation (the "Optionee").

A.   The Optionor desires to give the Optionee the right and option to purchase
     from the Optionor certain shares of the Common Stock, $.01 par value (the
     "Common Stock") of Digital River, Inc., a Minnesota corporation (the
     "Company") owned by the Optionor.

B.   The Optionor is a party, together with the Company and Fujitsu Limited, a
     corporation organized under the laws of Japan ("Fujitsu"), to a Stock
     Purchase Agreement dated August 30, 1994 (the "Purchase Agreement"),
     whereby Fujitsu purchased approximately 40% of the outstanding Common
     Stock, and to the related Investors' Rights Agreement, Voting Agreement,
     Memorandum of Understanding, Personal Guaranty and Stock Pledge Agreement,
     and certain other agreements ancillary or relating to the Purchase
     Agreement (collectively, the "Related Agreements").

C.   The terms and conditions of this Agreement, including the grant and/or
     exercise of the option granted hereby, are intended by the Optionor to be
     subject to any and all restrictions on the rights of the Optionor with
     respect to the Common Stock owned by the Optionor contained in any of the
     Related Agreements.

     In consideration of the mutual covenants and conditions hereinafter set
forth, the parties hereto hereby agree as follows:

1.   GRANT OF OPTION.  The Optionor hereby grants to the Optionee the right,
privilege, and option (the "Option") to purchase Six Hundred Thousand
(600,000) shares of the Common Stock (the "Option Shares"), from the Optionor
according to the terms and subject to the conditions hereinafter set forth.

2.   OPTION EXERCISE PRICE.  The aggregate price to be paid by Optionee for
all of the Option Shares in the event of an exercise of the Option shall be

3.   DURATION OF OPTION AND TIME OF EXERCISE.  The Option shall become
exercisable with respect to the Option Shares on or after the date hereof and
shall expire on and no longer be exercisable after 5:00 p.m., Minneapolis,
Minnesota time, on December 31, 2000 (the "Option Term").  This Option shall
not be exercisable, unless and until the Optionor and Optionee have
negotiated and executed a stock purchase agreement relating to the purchase
of the Option Shares of the Optionee pursuant to the exercise of this Option
containing such representations and warranties of the parties as are
characteristic of similar stock purchase transactions.



4.   VOTING OF OPTION SHARES.  During the Option Term, the Optionor shall
seek the advice and consultation of the Board of Directors of the Optionee
before voting the Option Shares in any and all Company actions to be taken by
the holders of Common Stock.  Subject to the restrictions imposed on
shareholders of the Company pursuant to the Related Agreements, Optionor will
vote the Option Shares as directed by the Board of Directors of Optionee.

5.   COMPLIANCE WITH RELATED AGREEMENTS.  It is expressly agreed by the
parties hereto that the terms of this Agreement, including without limitation
the transfer of the Option Shares pursuant to exercise of the Option granted
hereunder, are in all respects subject to the terms and conditions contained
in the Related Agreements, and that any provision of this Agreement or action
taken hereunder that violates any term or condition of the Related Agreements
will be void.

6.   INDEMNIFICATION FOR TAX LIABILITY.  As additional consideration for the
Option Shares, Optionee hereby agrees to reimburse Optionor with respect to
any tax liability of Optionor associated with the transfer to Optionee of the
Option Shares.  For purposes of this provision, Optionor's tax liability
includes all federal, state and local taxes due as a result of the transfer,
together with any penalties and interest associated therewith.  In addition,
Optionee will reimburse Optionor for the tax liability associated with the
reimbursement payment pursuant to this Section so that, on an after-tax
basis, Optionor has been fully reimbursed for any tax liability associated
with the transfer of the Option Shares to the Optionee.


     (a)  NOTICE.  The Option may be exercised by the Optionee in whole only,
subject to the conditions contained herein, by delivery, in person or by
registered mail, of written notice of exercise to the Optionor at the
Optionee's principal executive office, such notice to identify this Option
and paying in full the total purchase price for the shares purchased, and the
Optionor shall deliver to the Optionee a certificate representing the shares
purchased.  As soon as practicable after such  notice and payment are
received, the Optionee shall be recorded on the books of the Company as the
owner of the Option Shares purchased, and the Optionor shall deliver to the
Optionee one or more duly issued stock certificates evidencing such ownership.

     (b)  PAYMENT.  At the time of exercise of this Option, the Optionee
shall pay the exercise price of the Option Shares in cash.

8.   NONTRANSFERABILITY.  This Option shall not be (i) transferable by the
Optionee, either voluntarily or involuntarily, or (ii) subject to any lien,
directly or indirectly, by operation of law or otherwise.  Any attempt to
transfer this Option shall void this Option.

9.   BINDING EFFECT.  This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

10.  GOVERNING LAW.  This Agreement and all rights and obligations hereunder
shall be construed in accordance with and governed by the laws of the State
of Minnesota.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first above written.


                                     /s/ Joel A. Ronning                  
                                     Joel A. Ronning


                                    MacUSA, Inc.

                                    By:    /s/ Joel A. Ronning             
                                    Its:   President