Stock Option Agreement - Scores Holding Co. Inc. and Richard Goldring
STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of October 22, 2002 by and
between Scores Holding Company, Inc. (the "Corporation"), and Richard Goldring
(the "Optionee").
RECITALS
A. Optionee is the Corporation's president and CEO. In further
consideration of Optionee's employment with the Company, the Corporation's board
of directors has agreed to grant stock options to the Optionee to purchase
shares of the Corporation's common stock (the "Shares"). The stock options
granted herein are not "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended.
NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:
AGREEMENT
GRANT OF OPTIONS
NUMBER OF SHARES. Subject to the terms and conditions of this
Agreement, the Corporation grants to Optionee, Options to purchase from the
Corporation four hundred thousand (400,000) shares (the "Option Shares").
EXERCISE PRICE. Each Option Share is exercisable at a price of US $.56
per share (the "Option Price") which is the closing price for the stock on the
OTC Bulletin Board on the date of grant.
TERM. The Expiration Date for all Options shall be March 31, 2013.
VESTING. The Options granted herein fully vest upon issuance.
CONDITIONS OF OPTION. The Options may be exercised immediately upon
vesting, subject to the terms and conditions as set forth in this Agreement.
EXERCISE OF OPTION
DATE EXERCISABLE. The Options shall become exercisable by Optionee in
accordance with Section 1.4 above.
MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.
The Options may be exercised by the Optionee, in whole or in part, by giving
written notice to the Secretary of the Corporation, setting forth the number of
Shares with respect to which Options are being exercised. The purchase price of
the Option Shares upon exercise of the Options by the Optionee shall be paid in
full in cash. STOCK CERTIFICATES. Promptly after any exercise in whole or in
part of the Options by Optionee, the Corporation shall deliver to Optionee a
certificate or certificates for the number of Shares with respect to which the
Options were so exercised, registered in Optionee's name.
NONTRANSFERABILITY
RESTRICTION. The Options are not transferable by Optionee.
NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE
79
<PAGE>
Optionee shall not be deemed for any purpose to be a shareholder of
Corporation with respect to any shares subject to the Options under this
Agreement to which the Options shall not have been exercised.
ADJUSTMENTS
NO EFFECT ON CHANGES IN CORPORATION'S CAPITAL STRUCTURE. The existence
of the Options shall not affect in any way the right or power of the Corporation
or its shareholders to make or authorize any adjustments, recapitalization,
reorganization, or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
ADJUSTMENT TO OPTION SHARES. The Option Shares are subject to
adjustment upon recapitalization, reclassification, consolidation, merger,
reorganization, stock dividend, reverse or forward stock split and the like. If
the Corporation shall be reorganized, consolidated or merged with another
corporation, Optionee shall be entitled to receive upon the exercise of the
Option the same number and kind of shares of stock or the same amount of
property, cash or securities as Optionee would have been entitled to receive
upon the happening of any such corporate event as if Optionee had been,
immediately prior to such event, the holder of the number of Shares covered by
the Option.
MISCELLANEOUS PROVISIONS
DISPUTES. Any dispute or disagreement that may arise under or as a
result of this Agreement, or any question as to the interpretation of this
Agreement, may be determined by the Corporation's Board of Directors in its
absolute and uncontrolled discretion, and any such determination shall be final,
binding, and conclusive on all affected persons.
NOTICES. Any notice that a party may be required or permitted to give
to the other shall be in writing, and may be delivered personally, by overnight
courier or by certified or registered mail, postage prepaid, addressed to the
parties at their current principal addresses, or such other address as either
party, by notice to the other, may designate in writing from time to time.
LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties and supersedes any prior understandings and agreements
between them respecting the subject matter of this Agreement.
AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.
FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
80
<PAGE>
PARTIES IN INTEREST. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
SAVINGS CLAUSE. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SCORES HOLDING COMPANY, INC.
By: /s/ William Osher
-----------------------------
Name: William Osher
Title: Vice President
The undersigned Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement, accepts the Options granted thereunder, and agrees
to the terms and conditions thereof.
OPTIONEE
/s/ Richard Goldring
--------------------------------
Richard Goldring