As filed with the Securities and Exchange Commission on March 2, 1998.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PRECISION AUTO CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-1847851
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
748 MILLER DRIVE, S.E.
LEESBURG, VIRGINIA 20175
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
--------------------
PRECISION AUTO CARE, INC. DIRECTOR
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
--------------------
PETER KENDRICK
PRECISION AUTO CARE, INC.
748 MILLER DRIVE, S.E.
LEESBURG, VIRGINIA 20175
(703) 777-9095
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, par
value $.01 per share................ 77,000 $10.50 $808,500 $245.00
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Determined pursuant to Rule 457, solely for the purpose of calculating the
registration fee.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference and made a
part hereof:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b)
with the Commission on November 6, 1997 which formed a part of the Registrant's
Registration Statement on Form S-1 (Registration No. 333-34439);
(b) The Registrant's Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission on December 19, 1997;
(c) The Registrant's Current Report on Form 10-Q for the
quarter ended December 31, 1997, filed with the commission on February 17, 1998;
and
(d) The description of the Registrant's capital stock
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such documents.
ITEM 4. Description of Securities.
--------------------------
Not Applicable
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable
- 1 -
<PAGE>
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
The Articles of Incorporation of the Company provide that, to the
fullest extent permitted by the Virginia Stock Corporation Act, the Company
shall indemnify current and former directors and officers of the Company against
any and all liabilities and expenses in connection with their services to the
Company in such capacities. The Articles of Incorporation further mandate that
the Company shall advance expenses to its directors and officers to the full
extent permitted by the Virginia Stock Corporation Act. The Articles of
Incorporation also permit the Company, by action of its Board of Directors, to
indemnify its employees and agents with the same scope and effect as the
foregoing indemnification of directors and officers.
The Articles of Incorporation of the Company provide that, to the
fullest extent permitted by the Virginia Stock Corporation Act, no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages. Under current Virginia law, the effect of
this provision is to eliminate the rights of the Company and its stockholders to
recover monetary damages against a director or officer except for the director
or officer's (a) willful misconduct, (b) knowing violation of any criminal law
or of any federal or state securities law, including (without limitation), any
claim of unlawful insider trading or manipulation of the market for any
security, or (c) payment of unlawful distributions, including dividends and
stock redemptions.
The Articles of Incorporation of the Company authorize the Company to
purchase liability insurance for its officers and directors and the Company
currently maintains such insurance coverage on behalf of its officers and
directors.
ITEM 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable
ITEM 8. Exhibits.
---------
4. Precision Auto Care, Inc. Stock Option Agreement with
each of Lynn E. Caruthers, Woodley A. Allen, Bernard
Clineburg, Bassam N. Ibrahim, Arthur Kellar, Edward
Bannourah, J. Robert Corish and Robert J. Kelley, which
collectively constitute the Precision Auto Care, Inc.
Directors Stock Option Plan.
5. Opinion of Miles & Stockbridge P.C.
23.1. Consent of Ernst & Young LLP, independent auditors.
- 2 -
<PAGE>
23.2. Consent of Miles & Stockbridge P.C. (included in the
opinion filed as Exhibit 5).
24. Power of Attorney.
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) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(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 registration statement is on Form S-3 or Form S-8, and 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 section 15(d) of the Securities Exchange Act of 1934 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 such securities at that time shall be deemed to be the
initial bona fide offering thereof.
-3-
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of 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 Leesburg, State of Virginia on the 2nd day of
March, 1998.
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
----------------------
John F. Ripley
President, Chief Executive
Officer and Director
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 date indicated.
Signature Title Date
--------- ----- ----
*
- ------------------------
Lynn E. Caruthers Chairperson of the Board March 2, 1998
of Directors
/s/John F. Ripley
- ------------------------
John F. Ripley President, Chief March 2, 1998
Executive Officer
and Director
*
- ------------------------
William R. Klumb Vice President-Precision March 2, 1998
Auto Wash Operations and
Director
*
- ------------------------
Woodley A. Allen Director March 2, 1998
*
- ------------------------
George Bavelis Director March 2, 1998
<PAGE>
Signature Title Date
--------- ----- ----
- -------------------------
Bernard H. Clineburg Director March 2, 1998
*
- -------------------------
C. Eugene Deal Director March 2, 1998
*
- -------------------------
Effie Eliopulos Director March 2, 1998
*
- -------------------------
Bassam Ibrahim Director March 2, 1998
- -------------------------
Richard O. Johnson Director March 2, 1998
- -------------------------
Arthur Kellar Director March 2, 1998
*
- -------------------------
Harry G. Pappas, Jr. Director March 2, 1998
*
- -------------------------
Gerald Zamensky Director March 2, 1998
*
- -------------------------
Peter Kendrick Chief Financial March 2, 1998
Officer and Treasurer
(Principal Finance and
Accounting Officer)
By: /s/ John F. Ripley
----------------------
John F. Ripley March 2, 1998
(Attorney-in-Fact)**
- ---------------------
**By authority of Power of Attorney filed with this Registration Statement on
Form S-8.
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Description
- ------ -----------
4. Precision Auto Care, Inc. Stock Option
Agreement with each of Lynn E.
Caruthers, Woodley A. Allen, Bernard
Clineburg, Bassam N. Ibrahim, Arthur
Kellar, Edward Bannourah, J. Robert
Corish and Robert J. Kelley, which
collectively constitute the Precision
Auto Care, Inc. Directors Stock Option
Plan.
5. Opinion of Miles & Stockbridge P.C.
23.1. Consent of Ernst & Young
LLP, independent auditors.
23.2. Consent of Miles & Stockbridge P.C.
(included in the opinion
filed as Exhibit 5).
24. Power of Attorney.
EXHIBIT 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Robert J. Kelley, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the
aggregate purchase
-2-
<PAGE>
price of the shares of Stock as to
which such exercise relates and to
sell the shares of Stock to be
issued upon exercise of the option
and deliver the cash proceeds, less
commissions and brokerage fees to
Optionee or to deliver the remaining
shares of Stock to the option
holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee
while a non-employee director of the Company or within three months after
Optionee ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
Robert J. Kelley
1805 Duffield Lane
Alexandria, Virginia 22307
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Robert J. Kelley
--------------------
Robert J. Kelley
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
Robert J. Kelley
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
<PAGE>
EXHIBIT 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Arthur Kellar, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the
aggregate purchase
-2-
<PAGE>
price of the shares of Stock as to
which such exercise relates and to
sell the shares of Stock to be
issued upon exercise of the option
and deliver the cash proceeds, less
commissions and brokerage fees to
Optionee or to deliver the remaining
shares of Stock to the option
holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee
while a non-employee director of the Company or within three months after
Optionee ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
Arthur Kellar
E. Z. Communications, Inc.
10800 Main Street
Fairfax, Virginia 22030
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Arthur Kellar
-----------------
Arthur Kellar
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
Arthur Kellar
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
<PAGE>
EXHIBIT 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Bernard Clineburg, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee,
subject to the terms and conditions herein set forth, the right and option to
purchase from the Company all or any part
<PAGE>
of an aggregate of shares of common stock ($.01 par value) of the Company (the
"Stock") at the purchase price of $10.00 per share, such option to be exercised
as hereinafter provided.
2. Terms and Conditions. It is understood and agreed that the
option evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with
-2-
<PAGE>
irrevocable instructions to a broker
to deliver promptly to the Company
the amount of sale or loan proceeds
necessary to pay the aggregate
purchase price of the shares of
Stock as to which such exercise
relates and to sell the shares of
Stock to be issued upon exercise of
the option and deliver the cash
proceeds, less commissions and
brokerage fees to Optionee or to
deliver the remaining shares of
Stock to the option holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee
while a non-employee director of the Company or within three months after
Optionee ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within
-3-
<PAGE>
three months of the date he ceases to be a non-employee director, but in no
event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death, permanent disability or retirement as
aforesaid, all right to exercise this option shall terminate at the date
Optionee ceases to be a non-employee director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may
-4-
<PAGE>
not be exercised if its exercise, or the receipt of shares of Stock pursuant
thereto, would be contrary to applicable law.
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
-5-
<PAGE>
If to Optionee, delivered or marked to:
Bernard Clineburg
George Mason Bank
1185 Main Street
Fairfax, Virginia 22030
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
-6-
<PAGE>
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Bernard Clineburg
---------------------
Bernard Clineburg
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
Bernard Clineburg
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
<PAGE>
EXHIBIT 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Edward Bannourah, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on April 16, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 7,000 shares of WE
JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
4/16/97 2,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the
aggregate purchase
-2-
<PAGE>
price of the shares of Stock as to
which such exercise relates and to
sell the shares of Stock to be
issued upon exercise of the option
and deliver the cash proceeds, less
commissions and brokerage fees to
Optionee or to deliver the remaining
shares of Stock to the option
holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee
while a non-employee director of the Company or within three months after
Optionee ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
Edward Bannourah
Bannourah Corporation
6535 Palisades Drive
Centreville, Virginia 22020
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Edward Bannourah
--------------------
Edward Bannourah
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
Edward Bannourah
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
<PAGE>
EXHIBIT 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Lynn E. Caruthers, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned by
Optionee that, together with any cash
tendered therewith, have an aggregate
fair market value as of the date the
notice set forth in paragraph 7 is
received by the Company) equal to the
aggregate purchase price of the shares
of Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the aggregate
purchase
-2-
<PAGE>
price of the shares of Stock as to which
such exercise relates and to sell the shares
of Stock to be issued upon exercise of the
option and deliver the cash proceeds, less
commissions and brokerage fees to Optionee
or to deliver the remaining shares of Stock
to the option holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee
while a non-employee director of the Company or within three months after
Optionee ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
Lynn E. Caruthers
Caruthers Properties, Ltd.
333 South Glebe Road #225
Arlington, Virginia 22204
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Lynn E. Caruthers
-------------------------
Lynn E. Caruthers
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
-------------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
______________________________
Lynn E. Caruthers
Date:_________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================
-9-
<PAGE>
EXHIBIT 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and J. Robert Corish, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the
aggregate purchase
-2-
<PAGE>
price of the shares of Stock as to
which such exercise relates and to
sell the shares of Stock to be
issued upon exercise of the option
and deliver the cash proceeds, less
commissions and brokerage fees to
Optionee or to deliver the remaining
shares of Stock to the option
holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee while
a non-employee director of the Company or within three months after Optionee
ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
J. Robert Corish
3821 North Dickerson Street
Arlington, Virginia 22207
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ J. Robert Corish
--------------------
J. Robert Corish
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
J. Robert Corish
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
<PAGE>
Exhibit 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Bassam N. Ibrahim, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the
aggregate purchase
-2-
<PAGE>
price of the shares of Stock as to
which such exercise relates and to
sell the shares of Stock to be
issued upon exercise of the option
and deliver the cash proceeds, less
commissions and brokerage fees to
Optionee or to deliver the remaining
shares of Stock to the option
holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee while
a non-employee director of the Company or within three months after Optionee
ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
Bassam N. Ibrahim
Burns, Doane, Swecker & Mathis
P. O. Box 1404
Alexandria, Virginia 22313-1404
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Bassam N. Ibrahim
---------------------
Bassam N. Ibrahim
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
Bassam N. Ibrahim
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
<PAGE>
Exhibit 4
---------
PRECISION AUTO CARE, INC.
OPTION AGREEMENT
This Agreement dated the 25th day of February, 1998, between Precision
Auto Care, Inc., a Virginia corporation (the "Company") and Woodley A. Allen, a
resident of the State of (the "Optionee").
WHEREAS, Optionee is a non-employee director serving on the
Board of Directors of the Company;
WHEREAS, attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of the Company, and to
that end and to bind the interests of Optionee to the interests of the Company,
this Agreement offers Optionee an attractive opportunity to acquire a
proprietary interest in the Company;
WHEREAS, on February 19, 1997, the Board of Directors of WE JAC
Corporation ("WE JAC") granted Optionee the right to purchase 10,000 shares of
WE JAC;
WHEREAS, pursuant to Section 22.1 of Article XXII of the Plan of
Reorganization and Agreement for Share Exchange Offers by and among the Company,
WE JAC, Lube Ventures, Inc., Rocky Mountain Ventures, Inc., Prema Properties,
Ltd., Miracle Industries, Inc., Miracle Partners, Inc. Rocky Mountain Ventures
II, Inc., Ralston Car Wash, Ltd., and The Karl Byrer Group, Inc., dated as of
August 27, 1997 (the "Share Exchange Agreement") , the Company succeeded to and
assumed all obligations and liabilities of WE JAC to issue capital stock
pursuant to outstanding options and warrants to purchase WE JAC common stock;
WHEREAS, the Company will fulfill its assumed obligation under the
grant of WE JAC stock options to Optionee by issuing shares of common stock of
Precision Auto Care, Inc. on a one-for-one basis; and
WHEREAS, this Agreement memorializes the Company's assumption of WE
JAC's obligation to issue capital stock pursuant to outstanding options held by
Optionee to purchase common stock.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants, agreements, representations and warranties of the parties contained
herein, the parties hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions herein set forth, the right and option to purchase
from the Company all or any part of an aggregate of shares of common stock ($.01
par value) of the Company (the "Stock") at the purchase price of $10.00 per
share, such option to be exercised as hereinafter provided.
<PAGE>
2. Terms and Conditions. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The option shall expire ten years after
the date hereof.
(b) Exercise of Option. Subject to the other terms of this
Agreement regarding the exercisability of this option, this option may be
exercised in accordance with the following:
This Option Shall Be
Exercisable With Respect to
the Following Cumulative
On or After this Date Number of Shares
2/19/97 5,000
11/6/97 5,000
Any exercise shall be accompanied by a written notice to the Company specifying
the number of shares as to which the option is being exercised. Notation of any
partial exercise shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. Payment or
provision for payment shall be made as follows:
(i) Optionee shall deliver to the
Company at the address set forth in
paragraph 7 United States currency
in an amount equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(ii) Optionee shall tender to the Company
shares of common stock already owned
by Optionee that, together with any
cash tendered therewith, have an
aggregate fair market value as of
the date the notice set forth in
paragraph 7 is received by the
Company) equal to the aggregate
purchase price of the shares of
Stock as to which such exercise
relates; or
(iii) Optionee shall deliver to the
Company an exercise notice together
with irrevocable instructions to a
broker to deliver promptly to the
Company the amount of sale or loan
proceeds necessary to pay the
aggregate purchase
-2-
<PAGE>
price of the shares of Stock as to
which such exercise relates and to
sell the shares of Stock to be
issued upon exercise of the option
and deliver the cash proceeds, less
commissions and brokerage fees to
Optionee or to deliver the remaining
shares of Stock to the option
holder.
Notwithstanding the foregoing provisions, the Company may, in
processing any purported exercise of all or any portion of the option, refuse to
recognize the method of exercise selected by the option holder (other than the
method of exercise set forth in subparagraph 2 (c) (i) if the Company
determines, in its sole discretion, that such method of exercise would have an
adverse tax, accounting or other effect on the Company or if, in the opinion of
counsel to the Company, such method would not be in full compliance with all
applicable laws and regulations, including, but not limited to, subjecting the
holder to liability under Section 16 of the Securities Exchange Act of 1934, as
amended, if applicable.
(d) Abandonment. Optionee at any time may elect in writing to
abandon an option in respect of all or part of the number of shares of Stock as
to which the option shall not have been exercised.
(e) Exercise upon Death or Termination of Employment.
(i) In the event of the death of the Optionee while
a non-employee director of the Company or within three months after Optionee
ceases to be a non-employee director because of permanent disability or
retirement, this option may be exercised, to the extent that Optionee was
entitled to do so at the date he ceases to be a non-employee director, by the
person or persons to whom the Optionee's rights under this option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators, at any time, or from time to time, within two years after the
date of Optionee's death, but in no event later than the expiration date
specified in subparagraph (a) of this paragraph 2.
(ii) If Optionee shall cease to be a non-employee
director of the Company because of permanent disability or retirement, Optionee
may exercise the option to the extent that he is entitled to do so at the date
he ceases to be a non-employee director, at any time, or from time to time,
within three months of the date he ceases to be a non-employee director, but in
no event later than the expiration date specified in subparagraph (a) of this
paragraph 2.
(iii) If Optionee ceases to be a non-employee
director for any reason other than death,
-3-
<PAGE>
permanent disability or retirement as aforesaid, all right to exercise this
option shall terminate at the date Optionee ceases to be a non-employee
director.
(f) Nontransferability. This option shall not be transferable
other than by will or by the laws of descent and distribution. During the
life-time of Optionee, this option shall be exercisable only by him.
(g) Adjustments. In the event of any change in the common
stock of the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or any rights offering to purchase common stock at a price substantially
below fair market value, or of any similar change affecting the common stock,
then in any such event the number and kind of shares subject to this option and
their purchase price per share shall be appropriately adjusted consistent with
such change in such manner as the Company's Board of Directors may deem
equitable to prevent substantial dilution or enlargement of the rights granted
to Optionee hereunder. Any adjustment so made shall be final and binding upon
Optionee.
(h) No Rights as Stockholder. Optionee shall have no rights as
a stockholder with respect to any shares of Stock subject to this option prior
to the date of issuance to him of a certificate or certificates for such shares.
(i) No Right to Continue as a Director. This option shall not
confer upon Optionee any right with respect to continuance as a director on the
Company's Board of Directors, nor shall it interfere in any way with the right
of the Board of Directors to remove him at any time or of the Company's
stockholders to deny him reelection.
(j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of Stock
prior to (i) the listing of such shares on any stock exchange on which-the Stock
may then be listed and (ii) the completion of any registration or qualification
of such shares under any federal or state law, or any rule or regulation of any
government body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of shares of Stock pursuant thereto, would be contrary
to applicable law.
-4-
<PAGE>
3. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto in respect of the matters set forth
herein, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
4. Amendment and Waiver. This Agreement may be amended, modified,
supplemented or changed in whole or in part only by a written agreement making
express reference to this Agreement that is executed by all parties hereto. Any
of the terms and conditions of this Agreement may be waived in whole or in part,
but only by a written agreement making express reference to this Agreement and
executed by the party against whom the waiver is asserted. The failure of any
party hereto to insist upon strict performance of or compliance with the
provisions of this Agreement shall not constitute a waiver of any right of any
such party hereunder or prohibit or limit the right of such party to insist upon
strict performance or compliance at any other time.
5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and upon each of their respective heirs,
executors, administrators, successors and permitted assigns.
6. Nonassignment. This Agreement may not be assigned, nor any
obligations delegated, in whole or in part, without the express prior written
consent of the parties hereto, with such consent in all cases to be conditioned
upon assignee's agreement to be bound by the terms and conditions of this
Agreement.
7. Notices. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be given upon (i) delivery in person, (ii) five
(5) days after being deposited in the mail, first class postage prepaid, for
mailing by certified or registered mail, (iii) one day after being deposited
with an overnight courier, charges prepaid for next day delivery, or (iv) when
transmitted by facsimile, upon receipt of a facsimile confirmation by the
intended recipient, with a copy simultaneously sent as provided in clauses (ii)
or (iii), in every case addressed as follows (or at such other address or
addresses as may be specified from time to time pursuant to a notice sent in
accordance with this section):
If to Optionee, delivered or marked to:
Woodley A. Allen
2831 Rifle Ridge Road
Oakton, Virginia 22124
-5-
<PAGE>
If to the Company, delivered or marked to:
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
Attn: Chief Financial Officer
with a copy delivered to:
John B. Frisch, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
FAX Number: (410) 385-3700
8. Section Headings. The Section headings contained in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning or interpretation of this Agreement or any of their terms and
conditions.
9. Further Assurances. The parties agree to execute, make, acknowledge
and deliver such instruments, agreements and other documents as may reasonably
be required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
10. Construction. As used in this Agreement, any reference to the
masculine, feminine or neuter gender shall include all genders, the plural shall
include the singular, and the singular shall include the plural. With respect to
each and every term and condition in this Agreement and all agreements and
instruments subject to the terms hereof, the parties understand and agree that
the same have or has been mutually negotiated, prepared and drafted, and that if
at any time the parties hereto desire or are required to interpret or construe
any such term or condition or any agreement or instrument subject hereto, no
consideration shall be given to the issue of which party hereto actually
prepared, drafted or requested any term or condition of this Agreement or any
agreement or instrument subject hereto
11. Counterparts. This Agreement may be signed in any number of
duplicate originals with the same effect as if the signature to each original
were on the same instrument.
12. Severability. If any of the terms or provisions of this Agreement
are deemed invalid or unenforceable, the remaining terms and conditions shall
continue in full force and effect as if the invalid or unenforceable terms or
condition were not a part thereof.
-6-
<PAGE>
13. Governing Law. This Agreement shall be governed as to all matters
including validity, construction and performance by and under the laws of the
State of Virginia without reference to its conflicts of law rules or principles.
Any judicial proceeding brought against any of the parties to this Agreement on
any dispute arising out of this Agreement or any matter related hereto may be
brought in the courts of the State of Virginia, and, by execution and delivery
of this Agreement, each of the parties hereto accepts the non-exclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any
judgment rendered thereby connection with this Agreement.
IN WITNESS WHEREOF, Optionee and the Company have executed under seal
this Stock Option Agreement as of the date first above written.
OPTIONEE
/s/ Woodley A. Allen
--------------------
Woodley A. Allen
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
------------------
John F. Ripley
President
-7-
<PAGE>
EXERCISE NOTICE
---------------
The undersigned, being a party to that certain Stock Option Agreement
dated as of ________________ __, 1998 by and among Precision Auto Care, Inc.
(tile "Company") and the undersigned, hereby exercises the Option referred to
therein and elects to purchase shares of Stock from the Company, pursuant to the
terms of the Stock Option Agreement. Please schedule a closing for the purchase
and sale of the shares of such Stock in accordance with the terms of the Stock
Option Agreement.
----------------------------------
Woodley A. Allen
Date:_____________________________
-8-
<PAGE>
SCHEDULE 1 -- NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
================================================================================================================================
Number of Balance of
Date of Purchased Shares on Authorized Notation
Exercise Shares Option Signature Date
================================================================================================================================
<S><C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
================================================================================================================================
</TABLE>
-9-
Exhibit 5
---------
March 2, 1998
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
Re: Precision Auto Care, Inc. Director
Stock Option Plan
----------------------------------
Ladies and Gentlemen:
On behalf of our client, Precision Auto Care, Inc., we submit this
opinion to you in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") on the date hereof. The Registration Statement registers 77,000
shares of the Common Stock of Precision Auto Care, Inc. (the "Corporation") for
use in connection with the Precision Auto Care, Inc. Director Stock Option Plan
(the "Plan"). The Plan contemplates that the shares of Common Stock subject to
the Plan shall be reserved as authorized but unissued shares. Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Registration Statement.
As counsel to the Corporation, we have examined such corporate records,
certificates and other documents and have reviewed such questions of law as we
deemed necessary or appropriate for the purpose of this opinion. Based upon that
examination and review, we advise you that in our opinion:
(i) the Corporation has been duly incorporated, is validly
existing and is in good standing under the laws of the Commonwealth
of Virginia; and
(ii) to the extent that the operation of the Plan results in the
issuance of the shares of Common Stock of the Corporation, such shares of Common
Stock have been duly and validly authorized and, when issued in accordance with
the terms set forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.
<PAGE>
Precision Auto Care, Inc.
March 2, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our opinion in the Registration
Statement. In giving our consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ John B. Frisch
---------------------
Principal
Exhibit 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement
(Form S-8 No. 33-000000) pertaining to the Precision Auto Care, Inc. Director
Stock Option Plan and to the incorporation by reference therein of our reports
dated (a) August 15, 1997, with respect to the balance sheet of Precision Auto
Care, Inc., (b) August 15, 1997, with respect to the consolidated financial
statements of WE JAC Corporation, (c) March 28, 1997, with respect to the
consolidated financial statements of Miracle Industries, Inc., (d) March 21,
1997, with respect to the financial statements of Lube Ventures, Inc., and (e)
March 21, 1997, with respect to the financial statements of Prema Properties,
Ltd., included in the Registration Statement (Form S-1) and related Prospectus
of Precision Auto Care, Inc. for the registration of 2,443,600 shares of its
common stock.
Vienna, Virginia /s/ ERNST & YOUNG LLP
February 27, 1998 -----------------------
ERNST & YOUNG LLP
Exhibit 24
----------
POWER OF ATTORNEY
We, the undersigned Officers and Directors of Precision Auto Care, Inc.
(the "Corporation") hereby constitute and appoint John F. Ripley and Arnold
Janofsky, and each of them, with power of substitution and resubstitution, our
true and lawful attorneys with full power to sign for us, in our names and in
the capacities indicated below, (i) one or more Registration Statements on Form
S- 8 (or other applicable form), (ii) all amendments thereto (including
post-effective amendments), and (iii) all other documents that may be required
in connection therewith (including a Registration Statement filed under Rule
462(b) of the Securities Act of 1933, as amended), for the purpose of
registering under the Securities Act of 1933 up to 87,500 shares of the
Corporation's Common Stock which may be sold by selling stockholders for sale to
the public. By execution of this Power of Attorney, the undersigned ratifies and
confirms all that each of the aforesaid attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Lynn E. Caruthers
- ---------------------
Lynn E. Caruthers Chairperson and Director February 18, 1998
/s/ John F. Ripley
- ---------------------
John F. Ripley President and Chief February 18, 1998
Executive Officer
and Director
/s/ William R. Klumb
- ---------------------
William R. Klumb Vice President-Precision February 18, 1998
Auto Wash Operations and
Director
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Woodley A. Allen
- ------------------------
Woodley A. Allen Director February 18, 1998
/s/ George Bavelis
- ------------------------
George Bavelis Director February 18, 1998
- ------------------------
Bernard H. Clineburg Director February 18, 1998
/s/ Clarence E. Deal
- ------------------------
Clarence E. Deal Director February 18, 1998
/s/ Effie Eliopulos
- ------------------------
Effie Eliopulos Director February 18, 1998
/s/ Bassam Ibrahim
- ------------------------
Bassam Ibrahim Director February 18, 1998
- ------------------------
Richard O. Johnson Director February 18, 1998
- ------------------------
Arthur Kellar Director February 18, 1998
/s/ Harry G. Pappas, Jr.
- ------------------------
Harry G. Pappas, Jr. Director February 18, 1998
/s/ Gerald Zamensky
- -------------------
Gerald Zamensky Director February 18, 1998
/s/ Peter Kendrick
- ------------------
Peter Kendrick Chief Financial Officer February 18, 1998
and Treasurer
(Principal Finance and
Accounting Officer)
-2-
