<PAGE> 1
As filed with the Securities and Exchange Commission on April 25, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MULTIPLE ZONES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 5961 91-1431894
(State or Other Jurisdic- (Primary Standard Industrial (I.R.S. Employer
tion of Incorporation or Classification Code Number) Identification No.)
Organization)
707 South Grady Way
Renton, Washington 98055-3233
(206) 430-3000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------------
<TABLE>
<S> <C> <C>
Stock Option Agreement for Stock Option Agreements for Stock Option Agreement for
John E. DeFeo (10/23/96) John E. DeFeo (1/5/97) John H. Bauer (1/5/97)
Stock Option Agreement for Stock Option Agreement for Stock Option Agreement for
John T. Carleton (1/5/97) Firoz H. Lalji (1/5/97) Carol L. Miltner (1/5/97)
</TABLE>
<TABLE>
<S> <C>
Stock Option Agreement for Stock Option Agreement for
Paul E. Monson (1/5/97) Steve Sarich, Jr. (1/5/97)
</TABLE>
-------------------------
Peter J. Biere, Senior Vice President -- Finance
707 South Grady Way
Renton, Washington 98055-3233
(206) 430-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Title Of Securities Amount To Be Proposed Maximum Amount Of
To Be Registered Registered (1) Aggregate Offering Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 691,457 shares $7,267,696.28 $2,202.33
==============================================================================================
</TABLE>
(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the Stock Option Agreements as a result of the adjustment
provisions therein, and (ii) if any interests in the Stock Option
Agreements constitute separate securities required to be registered under
the Securities Act of 1933, then, pursuant to Rule 416(c), an
indeterminate amount of such interests to be offered or sold pursuant to
the Stock Option Agreements.
(2) Computed pursuant to Rule 457(h) based on the aggregate offering price for
the 691,457 shares issuable upon exercise of the options represented by
the Stock Option Agreements.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by Multiple Zones International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated in this Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1996;
2. All other reports filed by the Registrant with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31,
1996; and
3. The description of the Registrant's Common Stock set forth in the
Registration Statement on Form 8-A under Section 12(g) of the Exchange Act
filed by the Registrant with the Commission on May 3, 1996.
All documents filed by the Registrant with the Commission after the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, before the filing of a post-effective amendment that
indicates that all securities offered pursuant to this Registration Statement
have been sold or that deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the respective dates of filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock being offered pursuant to this
Registration Statement has been passed upon for the Registrant by Graham & James
LLP, Seattle, Washington. John M. Steel, a principal of this firm, holds 7,500
shares of Common Stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended. Article VI,
Section 6.5.1, of the Registrant's Restated Articles of Incorporation and
Article X of the Registrant's Restated Bylaws provide for indemnification of the
Registrant's directors, officers, employees and agents to the maximum extent
permitted by Washington law. The Registrant has
II--1
<PAGE> 3
entered into agreements with all of its executive officers and all outside
directors to indemnify them against certain claims and liabilities arising out
of their service as officers and directors, as applicable, and to advance
expenses to defend claims subject to indemnification. The directors and officers
of the Registrant also may be indemnified against liability they may incur for
serving in that capacity pursuant to one or more liability insurance policies
maintained by the Registrant for such purpose. The Registrant currently
maintains a policy of directors' and officers' liability insurance with an
aggregate coverage limit of $5,000,000.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transaction from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Article VI, Section 6.6, of the Registrant's
Restated Articles of Incorporation contains provisions implementing, to the
fullest extent permitted by Washington law, such limitations on a director's
liability to the Registrant and its shareholders. In addition, the Registrant
has agreed to release the directors from certain liabilities to the Registrant
that would otherwise arise out of their service as directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Graham & James LLP
23.1 Consent of Graham & James LLP
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99.1 Stock Option Agreement dated October 23, 1996, between the
Registrant and John E. DeFeo (481 shares of Common Stock)
99.2 Stock Option Agreement dated January 5, 1997, between the
Registrant and John E. DeFeo (643,476 shares of Common
Stock)
99.3 Stock Option Agreement dated January 5, 1997, between the
Registrant and John H. Bauer (2,500 shares of Common Stock)
99.4 Stock Option Agreement dated January 5, 1997, between the
Registrant and John T. Carleton (10,000 shares of Common
Stock)
99.5 Stock Option Agreement dated January 5, 1997, between the
Registrant and John E. DeFeo (2,500 shares of Common Stock)
</TABLE>
II--2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
99.6 Stock Option Agreement dated January 5, 1997, between the
Registrant and Firoz H. Lalji (10,000 shares of Common Stock)
99.7 Stock Option Agreement dated January 5, 1997, between the
Registrant and Carol L. Miltner (2,500 shares of Common Stock)
99.8 Stock Option Agreement dated January 5, 1997, between the
Registrant and Paul E. Monson (10,000 shares of Common
Stock)
99.9 Stock Option Agreement dated January 5, 1997, between the
Registrant and Steve Sarich, Jr. (10,000 shares of Common
Stock)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) that, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
II--3
<PAGE> 5
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. If a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless, in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II--4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on April 22, 1997.
MULTIPLE ZONES INTERNATIONAL, INC.
By /s/ John E. DeFeo
-------------------------------------------------
John E. DeFeo, President, Chief Executive Officer
and Vice Chairman of the Board
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes
and appoints John E. DeFeo and Peter J. Biere, and each of them severally, such
person's true and lawful attorneys-in-fact and agents, with full power to act
without the other and with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, any and all amendments and post-effective amendments to
this Registration Statement, any and all supplements hereto, and any and all
other instruments necessary or incidental in connection herewith, and to file
the same with the Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John E. DeFeo President and Chief Executive April 22, 1997
- --------------------------- Officer (Principal Executive
John E. DeFeo Officer) and Chairman of the
Board
/s/ Peter J. Biere Senior Vice President -- Finance April 22, 1997
- --------------------------- and Chief Financial Officer
Peter J. Biere (Principal Financial and
Accounting Officer)
/s/ Sadrudin J. Kabani Chairman of the Board April 22, 1997
- ---------------------------
Sadrudin J. Kabani
</TABLE>
II--5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John H. Bauer Director April 22, 1997
- --------------------------
John H. Bauer
/s/ John T. Carleton Director April 22, 1997
- --------------------------
John T. Carleton
/s/ John E. DeFeo Director April 22, 1997
- --------------------------
John E. DeFeo
/s/ Firoz H. Lalji Director April 22, 1997
- --------------------------
Firoz H. Lalji
/s/ Carol L. Miltner Director April 22, 1997
- --------------------------
Carol L. Miltner
/s/ Paul E. Monson Director April 22, 1997
- --------------------------
Paul E. Monson
/s/ Steve Sarich, Jr. Director April 22, 1997
- --------------------------
Steve Sarich, Jr.
</TABLE>
II--6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Graham & James LLP
23.1 Consent of Graham & James LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature pages)
99.1 Stock Option Agreement dated October 23, 1996, between the
Registrant and John E. DeFeo (481 shares of Common Stock)
99.2 Stock Option Agreement dated January 5, 1997, between the Registrant
and John E. DeFeo (643,476 shares of Common Stock) (incorporated by
reference from Exhibit 10.26 to the Registrant's Annual Report on Form
10-K for its fiscal year ended December 31, 1996)
99.3 Stock Option Agreement dated January 5, 1997, between the
Registrant and John H. Bauer (2,500 shares of Common Stock)
99.4 Stock Option Agreement dated January 5, 1997, between the
Registrant and John T. Carleton (10,000 shares of Common
Stock)
99.5 Stock Option Agreement dated January 5, 1997, between the
Registrant and John E. DeFeo (2,500 shares of Common Stock)
99.6 Stock Option Agreement dated January 5, 1997, between the
Registrant and Firoz H. Lalji (10,000 shares of Common Stock)
99.7 Stock Option Agreement dated January 5, 1997, between the
Registrant and Carol L. Miltner (2,500 shares of Common Stock)
99.8 Stock Option Agreement dated January 5, 1997, between the
Registrant and Paul E. Monson (10,000 shares of Common
Stock)
99.9 Stock Option Agreement dated January 5, 1997, between the
Registrant and Steve Sarich, Jr. (10,000 shares of Common
Stock)
</TABLE>
<PAGE> 1
Exhibit 5
April 25, 1997
(206) 389 1519
INTERNET
[email protected]
Multiple Zones International, Inc.
707 South Grady Way
Renton, Washington 98055-3233
RE: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to Multiple Zones International, Inc. (the "Company")
in connection with the preparation of its Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company will file with the Securities and Exchange Commission,
with respect to an aggregate of 691,457 shares of Common Stock of the Company
(the "Shares") issuable upon exercise the options represented by the following
agreements (the "Agreements"):
1. Stock Option Agreement dated October 23, 1996, between the Company and
John E. DeFeo (481 shares of Common Stock)
2. Stock Option Agreement dated January 5, 1997, between the Company and John
E. DeFeo (643,476 shares of Common Stock)
3. Stock Option Agreement dated January 5, 1997, between the Company and John
H. Bauer (2,500 shares of Common Stock)
4. Stock Option Agreement dated January 5, 1997, between the Company and John
T. Carleton (10,000 shares of Common Stock)
5. Stock Option Agreement dated January 5, 1997, between the Company and John
E. DeFeo (2,500 shares of Common Stock)
<PAGE> 2
Multiple Zones International, Inc.
April 25, 1997
Page 2
6. Stock Option Agreement dated January 5, 1997, between the Company and
Firoz H. Lalji (10,000 shares of Common Stock)
7. Stock Option Agreement dated January 5, 1997, between the Company and
Carol L. Miltner (2,500 shares of Common Stock)
8. Stock Option Agreement dated January 5, 1997, between the Company and Paul
E. Monson (10,000 shares of Common Stock)
9. Stock Option Agreement dated January 5, 1997, between the Company and
Steve Sarich, Jr. (10,000 shares of Common Stock)
We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the respective Agreements will, upon due execution by the Company
and the registration by its registrar of the certificates for the Shares and
issuance thereof by the Company and receipt by the Company of the consideration
therefor in accordance with the terms of the respective Agreements, be validly
issued, fully paid and nonassessable.
We note that a member of our firm is the beneficial owner of 7,500 shares of
Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/S/ Frank C. Woodruff
- ---------------------
Frank C. Woodruff
of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
for
GRAHAM & JAMES LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8, pertaining to an aggregate of 691,457 shares of common stock
issuable upon exercise of options represented by Stock Option Agreements between
Multiple Zones International, Inc. and certain of its directors, of our report
dated January 29, 1997, except for Note 11 for which the date is February 24,
1997 on our audits of the consolidated financial statements of Multiple Zones
International, Inc. as of December 31, 1996 and 1995 and for the years ended
December 31, 1996, 1995 and 1994, which report is incorporated by reference
in the 1996 Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
Seattle, Washington
April 24, 1997
<PAGE> 1
Exhibit 99.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of October 23, 1996, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and JOHN E. DEFEO (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company four hundred eighty-one (481)
shares of the Common Stock of the Company, no par value per share (the "Common
Stock"), at the price of Twenty-five and 88/100 Dollars ($25.88) per share (the
"Option Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on the earliest to occur
of the following: (a) the expiration of three (3) months following the
termination without cause of the Holder's service as a member of the Board for
any reason other than death or Disability; (b) the expiration of one (1) year
following the termination of Holder's service as a member of the Board by reason
of death or Disability; (c) the termination of the Holder's service as a member
of the Board for cause; and (d) October 22, 2006.
3. VESTING. The Option will vest and become exercisable (a) as to twenty
percent (20%) of the shares subject thereto on October 23, 1997, and (b) as to
an additional twenty percent (20%) of the shares subject thereto on October 23
of each succeeding year through and including October 23, 2001; provided,
however, that, if the Holder ceases to serve as a member of the Board for any
reason, including death or disability, the Option will not vest further
following such termination.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board of Directors of the Company on
the basis of such considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-5-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ Victor Melfi, Jr.
-------------------------------------
Victor Melfi, Jr.
President and Chief Executive Officer
"Holder" /s/ John E. DeFeo
-------------------------------------
JOHN E. DEFEO
-6-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-006 (the "Option"), represented by
a Stock Option Agreement dated effective as of October 23, 1996 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date:__________________ , 199__.
______________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.3
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and JOHN H. BAUER (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company two thousand five hundred
(2,500) shares of the Common Stock of the Company, no par value per share (the
"Common Stock"), at the price of Ten and One-half Dollars ($10.50) per share
(the "Option Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ John E. DeFeo
-------------------------------------
John E. DeFeo
President and Chief Executive Officer
"Holder" /s/ John H. Bauer
-------------------------------------
JOHN H. BAUER
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-008 (the "Option"), represented by
a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date:__________________ , _____.
____________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and JOHN T. CARLETON (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company ten thousand (10,000) shares
of the Common Stock of the Company, no par value per share (the "Common Stock"),
at the price of Ten and One-half Dollars ($10.50) per share (the "Option
Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ John E. DeFeo
-------------------------------------
John E. DeFeo
President and Chief Executive Officer
"Holder" /s/ John T. Carleton
-------------------------------------
JOHN T. CARLETON
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-009 (the "Option"), represented by
a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date:__________________ , _____.
___________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.5
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and JOHN E. DEFEO (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company two thousand five hundred
(2,500) shares of the Common Stock of the Company, no par value per share (the
"Common Stock"), at the price of Ten and One-half Dollars ($10.50) per share
(the "Option Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ Robert L. Hines, Jr.
------------------------------------
Robert L. Hines, Jr.
Secretary
"Holder" /s/ John E. DeFeo
------------------------------------
JOHN E. DEFEO
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-010 (the "Option"), represented
by a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date: ________________, _____.
___________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.6
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and FIROZ H. LALJI (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company ten thousand (10,000) shares
of the Common Stock of the Company, no par value per share (the "Common Stock"),
at the price of Ten and One-half Dollars ($10.50) per share (the "Option
Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ John E. DeFeo
------------------------------------
John E. DeFeo
President and Chief Executive Officer
"Holder" /s/ Firoz H. Lalji
------------------------------------
FIROZ H. LALJI
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-011 (the "Option"), represented by
a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date:__________________ , _____.
____________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.7
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and CAROL L. MILTNER (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company two thousand five hundred
(2,500) shares of the Common Stock of the Company, no par value per share (the
"Common Stock"), at the price of Ten and One-half Dollars ($10.50) per share
(the "Option Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ John E. DeFeo
-------------------------------------
John E. DeFeo
President and Chief Executive Officer
"Holder" /s/ Carol L. Miltner
-------------------------------------
CAROL L. MILTNER
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-012 (the "Option"), represented by
a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date: _________________ , _____.
______________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.8
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and PAUL E. MONSON (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company ten thousand (10,000) shares
of the Common Stock of the Company, no par value per share (the "Common Stock"),
at the price of Ten and One-half Dollars ($10.50) per share (the "Option
Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ John E. DeFeo
-------------------------------------
John E. DeFeo
President and Chief Executive Officer
"Holder" /s/ Paul E. Monson
-------------------------------------
PAUL E. MONSON
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-013 (the "Option"), represented by
a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date: _________________ , _____.
______________________________________
Name of Holder
EXHIBIT A
<PAGE> 1
Exhibit 99.9
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of January 5, 1997, by MULTIPLE ZONES INTERNATIONAL, INC., a Washington
corporation (the "Company"), and STEVE SARICH, JR. (the "Holder").
R E C I T A L
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company to grant the option provided for herein
to the Holder in consideration of services rendered and to be rendered to the
Company.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company ten thousand (10,000) shares
of the Common Stock of the Company, no par value per share (the "Common Stock"),
at the price of Ten and One-half Dollars ($10.50) per share (the "Option
Price"), subject to all of the provisions of this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of this Agreement, the Option will terminate on January 4, 2007.
3. VESTING. The Option will vest and become exercisable (a) as to
twenty-five percent (25%) of the shares subject thereto on January 5, 1998, and
(b) as to an additional twenty-five percent (25%) of the shares subject thereto
on January 5 of each succeeding year through and including January 5, 2001;
PROVIDED, HOWEVER, that, if the Holder ceases to serve as a member of the Board
for any reason, including death or disability, the Option will not vest further
thereafter.
4. ADJUSTMENTS. If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock (by stock dividend, stock
split, reclassification or otherwise) or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (by reverse stock
split, reclassification or otherwise), or if the Board determines, in its sole
discretion, that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock, or other similar corporate event (including mergers or consolidations
other than those which constitute Significant Transactions) affects the Common
Stock such that an adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under this Option, then the
Board shall make such adjustments to (a) the number of shares of Common Stock
subject to this Option, and (b) the Option Price, as the Board, in its sole
discretion deems equitable and appropriate. The Board may, if deemed
appropriate, provide for a cash payment to the Holder in connection with any
adjustment made pursuant to this Section 4.
<PAGE> 2
5. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in the form of the
attached Exhibit A, specifying the number of shares of Common Stock for
which the Option is being exercised;
(b) surrender this Agreement to the Company;
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which payment may be made (i) in cash
or by check; (ii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value (as defined below), as of the date of
exercise, equal to the aggregate Option Price payable, and (B) have been
held by the Holder for at least six (6) months prior to the date of
exercise; or (iii) by such other means as the Board, in its sole
discretion, shall permit at the time of exercise;
(d) pay, or make arrangements satisfactory to the Board for payment
to the Company of, all federal, state and local taxes, if any, required to
be withheld by the Company in connection with the exercise of the Option;
and
(e) execute and deliver to the Company any other documents required
from time to time by the Board in order to promote compliance with the
1933 Act, applicable state securities laws, or any other applicable law,
rule or regulation.
For purposes of this Section 5, "Fair Market Value" on any day means, if the
Common Stock is publicly traded, the last sales price (or, if no last sales
price is reported, the average of the high bid and low asked prices) for a share
of Common Stock on that day (or, if that day is not a trading day, on the next
preceding trading day), as reported by the principal exchange on which the
Common Stock is listed, or, if the Common Stock is publicly traded but not
listed on an exchange, as reported by The Nasdaq Stock Market, or, if such
prices or quotations are not reported by The Nasdaq Stock Market, as reported by
any other available source of prices or quotations selected by the Committee. If
the Common Stock is not publicly traded, or if the Fair Market Value is not
determinable by any of the foregoing means, the Fair Market Value on any day
shall be determined in good faith by the Board on the basis of such
considerations as it deems appropriate.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has expired or been exercised in full, the Company and the Holder agree
to execute a new Stock Option Agreement, covering the remaining shares of Common
Stock that may be acquired upon exercise of the Option, which will be identical
to this Agreement except as to the number of shares of Common Stock subject
thereto. In lieu of replacing this Agreement in such manner, the Company may
affix to this Agreement an appropriate notation indicating the number of shares
for which the Option was exercised and return this Agreement to the Holder.
7. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in this Agreement
shall confer or be construed to confer on the Holder any right to continue as a
member of the Board.
8. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be
-2-
<PAGE> 3
acquired upon exercise of the Option (but with respect to which no certificates
have been delivered to the Holder).
9. TAX WITHHOLDING. The Holder agrees to pay, or make arrangements
satisfactory to the Board for payment to the Company of, all federal, state and
local income, employment and other taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option or any sale, transfer or
other disposition of any shares of Common Stock acquired upon exercise of the
Option. If the Holder fails to do so, then the Holder hereby authorizes the
Company to deduct all or any portion of such taxes from any payment of any kind
otherwise due to the Holder.
10. FURTHER ASSURANCES. The Holder agrees to from time to time execute
such additional documents as the Company may reasonably require in order to
effectuate the purposes of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes the entire
agreement and understanding between the Company and the Holder regarding the
subject matter hereof. No modification of the Option or this Agreement, or
waiver of any provision of this Agreement, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement shall not be construed as a waiver of such rights as to
any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" MULTIPLE ZONES
INTERNATIONAL, INC.
By /s/ John E. DeFeo
-------------------------------------
John E. DeFeo
President and Chief Executive Officer
"Holder" /s/ Steve Sarich, Jr.
-------------------------------------
STEVE SARICH, JR.
-3-
<PAGE> 4
FORM OF EXERCISE OF OPTION
To: MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233
The undersigned holds Option Number OPT-014 (the "Option"), represented by
a Stock Option Agreement dated effective as of January 5, 1997 (the
"Agreement"), granted to the undersigned by Multiple Zones International, Inc.
(the "Company"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of the Company
pursuant to the Option. This notice is accompanied by full payment of the Option
Price for the Shares in cash or by check or in another manner permitted by
Section 5(c) of the Agreement. The undersigned has also paid, or make
arrangements satisfactory to the Board for payment of, all federal, state and
local taxes, if any, required to be withheld by the Company in connection with
the exercise of the Option.
Date:__________________ , _____.
___________________________________
Name of Holder
EXHIBIT A
