SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 8)
JACLYN, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
469772 10 7
-------------------------
(CUSIP Number)
William D. Freedman, Esq., Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas, New York, New York 10036
(212) 704-6000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 1999
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.ss.240.13d-7(b)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 12 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 469772 10 7 PAGE 2 OF 12 PAGES
------------------- ----- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Abe Ginsburg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,111,705
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
214,213
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,202,209
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 469772 10 7 PAGE 3 OF 12 PAGES
------------------- ----- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan Ginsburg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,045,339
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 124,138
10 SHARED DISPOSITIVE POWER
147,847
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 469772 10 7 PAGE 4 OF 12 PAGES
------------------- ----- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Chestnov
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,046,855
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 89,341
10 SHARED DISPOSITIVE POWER
149,363
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP NO. 469772 10 7 PAGE 5 OF 12 PAGES
------------------- ----- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Ginsburg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)[X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,043,355
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 113,277
WITH
10 SHARED DISPOSITIVE POWER
145,863
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,859
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 6 of 12 pages
AMENDMENT NO. 8 TO JOINT FILING ON SCHEDULE 13D
OF
THE JACLYN, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
AND
ABE GINSBURG, ALLAN GINSBURG, ROBERT CHESTNOV AND HOWARD
GINSBURG
WITH RESPECT TO JACLYN, INC.
The following information supplements and amends the
information contained in the joint statement on Schedule 13D dated February 29,
1988 filed by the Jaclyn, Inc. Employee Stock Ownership Plan and Trust ("Trust")
and by Abe Ginsburg, Allan Ginsburg, Robert Chestnov and Howard Ginsburg,
Trustees of the Trust, relating to the Common Stock, $1.00 par value per share
("Common Stock"), of Jaclyn, Inc., as amended by Amendment No. 1 with respect to
an event which occurred on May 18, 1988, by Amendment No. 2 with respect to an
event which occurred on February 28, 1989, by Amendment No. 3 with respect to an
event which occurred on January 2, 1991, by Amendment No. 4 dated January 4,
1993, by Amendment No. 5 with respect to an event which occurred on March 13,
1993, by Amendment No. 6 with respect to an event that occurred on February 14,
1994 and by Amendment No. 7 with respect to an event which occurred on December
29, 1997 (as so amended, the "Statement"). Capitalized terms used herein which
are defined terms in the Statement shall have the same meanings herein as in the
Statement unless otherwise expressly defined herein.
1. Item 4 of the Statement is hereby amended as follows:
The third paragraph of Item 4 of the Statement is hereby
amended and restated in its entirety to read as follows:
"Messrs. Abe Ginsburg, Allan Ginsburg, Robert Chestnov and
Howard Ginsburg are parties to an amended and restated stockholders agreement
dated as of July 30, 1996 by and among the Corporation, such individuals and
certain other stockholders of the Corporation (the "Stockholders Agreement").
The Stockholders Agreement, among other things, entitles Messrs. Abe Ginsburg,
Allan Ginsburg, Robert Chestnov and Howard Ginsburg, in their capacity as a
Stockholders' Committee (in such capacity, collectively, the "Stockholders
Committee"), acting by the vote of at least two-thirds, or by the unanimous
written consent, of the members of the Stockholders Committee, to direct the
voting of the shares of Common Stock owned by the stockholders of the
Corporation who are signatories to the Stockholders Agreement with respect to
all matters submitted to stockholders of the Corporation at any annual or
special meeting of
<PAGE>
Page 7 of 12 pages
stockholders of the Corporation or pursuant to a written consent in lieu
thereof. At April 20, 1999, the Stockholders Committee was entitled, pursuant to
the Stockholders Agreement, to direct the vote with respect to 1,020,701 shares
of Common Stock."
A new paragraph is hereby added to Item 4 of the Statement as
follows:
"On April 20, 1999, Messrs. Allan Ginsburg, Robert Chestnov
and Howard Ginsburg each was granted an option to purchase 25,000 shares of
Common Stock at exercise prices of $2.475, $2.25 and $2.475 per share,
respectively."
2. Item 5 of the Statement is hereby amended in its entirety
to read as follows:
"Item 5. Interest in Securities of the Issuer.
At April 20, 1999, the Trust was the beneficial owner of
123,209 shares of Common Stock, representing 4.5% of the outstanding shares of
Common Stock. Each employee who is a participant in the Trust is entitled to
direct the Trustees as to the voting of Shares allocated to his account under
the Trust. Under the Trust, the Trustees are required to vote shares of Common
Stock which are not allocated to the account of participants in the same
proportion and manner as allocated shares are voted by participants. The
Trustees share the power to dispose of the shares of Common Stock owned by the
Trust.
At April 20, 1999, the Trustees were the beneficial owners of
shares of Common Stock as indicated below.
(a) Abe Ginsburg beneficially owned 1,202,209 shares. Mr.
Ginsburg shared power to direct the voting as to 1,111,705 of such shares and
shared dispositive power as to 214,213 of such shares. The 1,202,209 shares
include (i) an aggregate of 68,350 shares owned by two charitable foundations in
which Mr. Ginsburg serves as a director and officer and with respect to which he
shares dispositive power, (ii) 22,654 shares owned by the Corporation's Pension
Plan, of which Mr. Ginsburg serves as a co-trustee and with respect to which he
shares voting and dispositive power and (iii) 1,020,701 shares with respect to
which Mr. Ginsburg shares power to direct the voting pursuant to the
Stockholders Agreement. Mr. Ginsburg disclaims beneficial ownership of the
shares referred to in clauses (i), (ii) and 1,201,896 of the shares described in
clause (iii) above.
Of the 68,350 shares of Common Stock referred to in clause
(i), Mr. Ginsburg shares dispositive power with respect to 2,581 of such shares
with Mr. Martin Ginsburg, a consultant to the Corporation. Martin Ginsburg's
business address is 635 59th Street, West New York, New Jersey 07093. Mr.
Ginsburg shares dispositive power with respect to the remaining 65,769 shares of
Common Stock referred to in clause (i) with Mrs. Sylvia Ginsburg. Mrs.
Ginsburg's residence address is 1512 Palisade Avenue, Fort Lee, New Jersey
07024. Mr. Ginsburg shares voting and dispositive power of the 22,654 shares
referred to in clause (ii) with Messrs. Allan Ginsburg,
<PAGE>
Page 8 of 12 pages
Chairman of the Corporation, Robert Chestnov, President and Chief Executive
Officer of the Corporation, and Howard Ginsburg, Vice-Chairman of the
Corporation, each co-trustees of the Corporation's Pension Plan. Neither Martin
Ginsburg nor Sylvia Ginsburg have, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
have been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of them were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Martin Ginsburg and Sylvia Ginsburg are
each United States citizens.
(b) Allan Ginsburg beneficially owned 1,185,843 shares. Mr.
Ginsburg has sole dispositive power as to 124,138 of such shares, shared power
to direct the voting as to 1,045,339 of such shares and shared dispositive power
as to 147,847 of such shares. The 1,185,843 shares include (i) 21,984 shares
held by him as a custodian for his children, (ii) 10,769 shares owned by his
wife, (iii) 22,654 shares owned by the Corporation's Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and dispositive
power, (iv) 7,448 shares owned by the Trust and allocated to his account
thereunder, (v) 1,984 shares owned by a charitable foundation in which Mr.
Ginsburg serves as an officer and trustee and with respect to which he shares
voting and dispositive power, (vi) 50,000 shares which Mr. Ginsburg may acquire
pursuant to presently exercisable stock options, and (vii) 1,020,701 shares
(including the shares described in clauses (i), (ii) and (iv) above) with
respect to which Mr. Ginsburg shares power to direct the voting pursuant to the
Stockholders Agreement. Mr. Ginsburg disclaims beneficial ownership of the
shares referred to in clauses (i), (ii), (iii), (v) and 918,999 of the shares
described in clause (vii) above.
Mr. Ginsburg shares voting and dispositive power of the 1,984
shares referred to in clause (v) with Mrs. Carolyn Ginsburg. Mrs. Ginsburg's
residence address is 77 Pine Terrace, Demarest, New Jersey 07627. During the
past five years, Carolyn Ginsburg has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has she
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which she was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Carolyn Ginsburg is a United States
citizen.
(c) Robert Chestnov beneficially owned 1,203,520 shares. Mr.
Chestnov has sole dispositive power as to 89,341 of such shares, shared power to
direct the voting as to 1,046,855 of such shares and shared dispositive power as
to 149,363 of such shares. The 1,203,520 shares include (i) 26,600 shares held
of record by him as a trustee of two trusts, (ii) 27,423 shares held of record
by him as co-trustee of a trust, (iii) 372 shares owned by his wife, (iv) 6,906
shares held of record by his wife as custodian for their children, (v) 22,654
shares owned by the Corporation's Pension Plan, of which he serves as co-trustee
and with respect to which he shares voting and dispositive power, (vi) 9,931
shares owned by the Trust and allocated to his account thereunder, (vii) 3,500
shares owned by a charitable foundation in which Mr. Chestnov serves as an
officer and director with respect
<PAGE>
Page 9 of 12 pages
to which he shares voting and dispositive power, (viii) 66,161 shares with Mr.
Chestnov may acquire pursuant to presently exercisable stock options, and (xi)
1,020,701 shares (including the shares described in clauses (i), (ii), (iii),
(iv) and (vi) above) with respect to which Mr. Chestnov shares power to direct
the voting pursuant to the Stockholders Agreement. Mr. Chestnov disclaims
beneficial ownership of the shares referred to in clauses (i), (ii), (iii),
(iv), (v), (vii) and 943,829 of the shares described in clause (xi) above.
Mr. Chestnov shares dispositive power with respect to the
27,423 shares referred to in clause (ii) and the 3,500 shares referred to in
clause (vii) with Mr. Richard Chestnov, a private investor, with a residence
address at 17142 Whitehaven Drive, Boca Raton, Florida 33496. Richard Chestnov
is also a director of the Corporation. During the past five years, Richard
Chestnov has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree or final order enjoining the future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Richard Chestnov is a United States citizen.
(d) Howard Ginsburg beneficially owned 1,183,859 shares. Mr.
Ginsburg has sole dispositive power as to 113,277 of such shares, shared power
to direct the voting of 1,043,355 of such shares and shared dispositive power as
to 145,863 of such shares. The 1,183,859 shares include (i) 55,114 shares held
of record by him as custodian for his minor children, with respect to which
shares he disclaims beneficial ownership, (ii) 7,448 shares owned by the Trust
and allocated to his account with respect which he has the right to direct the
vote, (iii) 22,654 shares owned by the Corporation's Pension Plan, of which he
serves as co-trustee and with respect to which he shares voting and dispositive
power, (iv) 50,000 shares which Mr. Ginsburg may acquire pursuant to presently
exercisable stock options, and (v) 1,020,701 shares (including the shares
described in clauses (i) and (ii) above) with respect to which Mr. Ginsburg
shares power to direct the voting pursuant to the Stockholders Agreement. Mr.
Ginsburg disclaims beneficial ownership of the shares referred to in clause
(iii) and 955,090 of the shares described in clause (iv) above.
There is included in the aggregate share ownership of each
Trustee the shares of Common Stock owned by the Trust.
Under certain circumstances set forth in the Trust, the
Corporation's Board of Directors may direct the payment of dividends on shares
of Common Stock owned by the Trust that have been allocated to the accounts of
participating employees. In addition, dividends declared on the 1994 Shares will
be deposited in an account with the Trust's bank lender and used to repay
principal and interest on the loan made to the Trust on February 15, 1994.
Except as set forth in the Trust, and the shares of Common Stock with respect to
which the Trustees share dispositive power as described in this Statement
(including the 1994 Shares), no other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by the Trustees and the Trust.
<PAGE>
Page 10 of 12 pages
On March 9, 1999, the Trust distributed 1,496 shares of Common
Stock to employees of the Corporation pursuant to its terms. On April 20, 1999,
Allan Ginsburg, Robert Chestnov and Howard Ginsburg each was granted an option
to purchase 25,000 shares of Common Stock by the Corporation. Except for the
foregoing transactions, neither the Trust nor the Trustees have effected any
transactions in Common Stock during the past sixty days."
3. Item 6 of the Statement is hereby amended in its entirety
to read as follows:
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Trustees and the Trust or between
the Trustees and/or the Trust and any other person with respect to any
securities of the Corporation, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies, except for (a) the Trust, (b) the
letter agreements dated February 15, 1994 between the Trust and each of Robert
Chestnov, Allan Ginsburg and Howard Ginsburg relating to the sale by each of
them to the Trust of 30,000, 20,000 and 10,000 shares of Common Stock,
respectively, (c) stock option contracts dated as of December 21, 1993 and July
1, 1996 between the Corporation and each of Robert Chestnov, Allan Ginsburg and
Howard Ginsburg with respect of the grant of stock options to each of them by
the Corporation, (d) the Stockholders Agreement, (e) the Jaclyn, Inc. Employees
Pension Trust, (f) the Loan and Security Agreement dated February 15, 1994
between the Trust and National Westminster Bank, New Jersey, (g) a letter
agreement dated December 29, 1997 between the Corporation and Robert Chestnov
relating to the grant of the Restricted Stock Award and (h) stock option
contracts dated April 20, 1999 between the Corporation and each of Robert
Chestnov, Allan Ginsburg and Howard Ginsburg."
Item 7 of the Statement is hereby amended by adding the
following new paragraph R at the end thereof.
"R. Stock Option Contracts dated April 20, 1999 between the
Corporation and each of Robert Chestnov, Allan Ginsburg and Howard Ginsburg."
<PAGE>
Page 11 of 12 pages
SIGNATURES
After reasonable inquiry and the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: May 10, 1999
/s/ Abe Ginsburg
-----------------------------
Abe Ginsburg
/s/ Allan Ginsburg
-----------------------------
Allan Ginsburg
/s/ Robert Chestnov
-----------------------------
Robert Chestnov
/s/ Howard Ginsburg
-----------------------------
Howard Ginsburg
<PAGE>
Page 12 of 12 pages
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
R Stock Option Contracts dated April 20, 1999 between the
Corporation and each of Robert Chestnov, Allan Ginsburg
and Howard Ginsburg.
<PAGE>
1990 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
-------------------------------
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of April
20,1999 between JACLYN, INC., a Delaware corporation (the "Company"), and
ROBERT CHESTNOV (the "Optionee").
W I T N E S S E T H
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee")
and subject to the terms and conditions of the 1990 Stock Option Plan of the
Company (the "Plan"), grants to the Optionee an option to purchase an
aggregate of 25,000 shares of the Common Stock, $1.00 par value per share,
of the Company ("Common Stock") at an exercise price of $2.25 per share,
being at least equal to the fair market value of such shares of Common Stock
on the date hereof. This option is intended to constitute an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code'), although the Company makes no representation
or warranty as to such qualification.
2. The term of this option shall be 10 years from the date
hereof, subject to earlier termination as provided in the Plan. This option
may be exercised in whole or in part and from time to time commencing on the
date hereof, but prior to the end of the term of the option, by giving
written notice to the Company at its principal office, presently 635 59th
Street, West New York, New Jersey 07093, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares
purchased (provided that not less than one hundred (100) shares may be
purchased unless the number purchased is the total number of shares
purchasable hereunder) and accompanied by payment of the aggregate purchase
price therefor in accordance with Section 3 below. Notwithstanding any of
the foregoing, in no event may a fraction of a share of Common Stock be
purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee,
(a) in the form of shares of Common Stock already owned by the Optionee
valued, for the purpose of payment of the purchase price, at the fair market
value of such previously owned shares of Common Stock determined in
accordance with Section 5(d) of the Plan; and/or (b) one-tenth (1/10) of the
purchase price in cash (or by check) and the balance by the issuance of a
recourse promissory note, in form satisfactory to the Committee, and in
accordance with and subject to the terms and provisions of Section 7 of the
Plan
4. The Company may withhold cash and/or shares of Common Stock
to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant, exercise or disposition of this option or
the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay the Company such amount and the
Optionee agrees tp pay such amount to the Company in cash promptly upon
demand.
<PAGE>
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from
the date hereof or one year from the date of transfer of such shares to him,
the Optionee shall notify the Company thereof in writing within 30 days
after such disposition. In addition, the Optionee shall provide the Company
on demand with such information as the Company shall reasonably request in
connection with determining the amount and character of the Optionee's
income, the Company's deduction and its obligation to withhold taxes or
other amounts incurred by reason of such disqualifying disposition,
including the amount thereof. The Optionee shall pay the Company in cash on
demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to
the shares of Common Stock to be received upon the exercise of this option
shall be effective and current at the time of exercise or (b) there is an
exemption from registration under the Securities Act for the issuance of the
shares of Common Stock upon such exercise. The Optionee hereby represents
and warrants to the Company that, unless such a Registration Statement is
effective and current at the time of exercise of this option, the shares of
Common Stock to be issued upon the exercise of this option will be acquired
by the Optionee for his own account, for investment only and not with a view
to the resale or distribution thereof. Such representations and warranties
shall also be deemed to be made by the Optionee upon each exercise of this
option. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this
option. Any subsequent resale or distribution of shares of Common Stock by
the Optionee shall be made only pursuant to (x) a Registration Statement
under the Securities Act which is effective and current with respect to the
sale of shares of Common Stock being sold, or (y) a specific exemption from
the registration requirements of the Securities Act, but in claiming such
exemption, the Optionee shall, prior to any offer of sale or sale of such
shares of Common Stock, provide the Company (unless waived by the Company)
with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to
the proposed sale or distribution. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under
the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a
condition to, or in connection with, the granting of an option or the issue
of shares of Common Stock hereunder, this option may not be exercised in
whole or in part unless such listing, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable
to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option
and may issue such "stop transfer"
<PAGE>
instructions to its transfer agent in respect of such shares as it
determines, in its discretion, to be necessary or appropriate (a) (i) to
prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act, (ii) to implement the provisions of the
Plan or this Contract or any other agreement between the Company and the
Optionee with respect to such shares of Common Stock, or (iii) to permit the
Company to determine the occurrence of a "disqualifying disposition," as
described in Section 421(b) of the Code, of the shares of Common Stock
transferred upon the exercise of this option or (b) if applicable, with
regard to any other restriction on the assignment, pledge, hypothecation or
transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or
any of its subsidiaries, or interfere in any way with any right of the
Company, any parent or its subsidiaries to terminate such employment at any
time for any reason whatsoever without liability to the Company, any parent
or any of its subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy
of which is attached hereto and made a part hereof. Without limiting the
generality of the foregoing, in the event (a) the employment of the Optionee
terminates, (b) of the disability of the Optionee, or (c) of the death of the
Optionee, his rights hereunder shall be governed by and be subject to the
provisions of the Plan. In the event of a conflict between the terms of this
Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares.
No adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distributions or other rights for
which the record date is prior to the date such stock certificate is issued,
except as may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir,
distributee, executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without
regard to the conflicts of law rules thereof
15. The invalidity, illegality or unenforceability of any
provision herein shall not
<PAGE>
affect the validity, legality or enforceability of any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available
thereunder and to this option as it shall deem appropriate, all in
accordance with the provisions of the Plan.
17. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of
this option and the disposition of the shares of Common Stock acquired upon
exercise of the option, including without limitation, federal and state
securities and "blue sky" laws and the rules and regulations promulgated
thereunder.
18. This Contract, together with the Plan, constitutes the
entire understanding and agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior understandings and
agreements with respect to such subject matter, all of which are merged
herein.
19. This Contract may be executed in counterparts, all of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
JACLYN, INC.
By: /s/ Allan Ginsburg
----------------------------
Title: Chairman of the Board
/s/ Robert Chestnov
---------------------------------
Robert Chestnov, Optionee
602 Orchard Lane
---------------------------------
Address
Franklin Lakes, NJ 07417
---------------------------------
###-##-####
---------------------------------
Tax Identification/Soc. Sec. No.
<PAGE>
1990 STOCK OPTION PLAN
10% OWNER INCENTIVE STOCK OPTION CONTRACT
-----------------------------------------
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of April
20, 1999 between JACLYN, INC., a Delaware corporation (the "Company"), and
ALLAN GINSBURG (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee")
and subject to the terms and conditions of the 1990 Stock Option Plan of the
Company (the "Plan"), grants to the Optionee an option to purchase an
aggregate of 25,000 shares of the Common Stock, $1.00 par value per share,
of the Company ("Common Stock") at an exercise price of $2.475 per share,
being at least equal to 110% of the fair market value of such shares of
Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be 5 years from the date
hereof, subject to earlier termination as provided in the Plan. This option
may be exercised in whole or in part and from time to time commencing on the
date hereof, but prior to the end of the term of the option, by giving
written notice to the Company at its principal office, presently 5801
Jefferson Street, West New York, New Jersey 07093, stating that the Optionee
is exercising his incentive stock option, specifying the number of shares
purchased (provided that not less than one hundred (100) shares may be
purchased unless the number purchased is the total number of shares
purchasable hereunder) and accompanied by payment of the aggregate purchase
price therefor in accordance with Section 3 below. Notwithstanding any of
the foregoing, in no event may a fraction of a share of Common Stock be
purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee,
(a) in the form of shares of Common Stock already owned by the Optionee
valued, for the purpose of payment of the purchase price, at the fair market
value of such previously owned shares of Common Stock determined in
accordance with Section 5(d) of the Plan; and/or (b) one-tenth (1/10) of the
purchase price in cash (or by check) and the balance by the issuance of a
recourse promissory note, in form satisfactory to the Committee, and in
accordance with and subject to the terms and provisions of Section 7 of the
Plan.
4. The Company may withhold cash and/or shares of Common Stock
to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant, exercise or disposition of this option or
the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay the Company such amount and the
Optionee agrees to pay such amount tp the Company in cash promptly upon
demand.
<PAGE>
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from
the date hereof or one year from the date of transfer of such shares to him,
the Optionee shall notify the Company thereof in writing within 30 days
after such disposition. In addition, the Optionee shall provide the Company
on demand with such information as the Company shall reasonably request in
connection with determining the amount and character of the Optionee's
income, the Company's deduction and its obligation to withhold taxes or
other amounts incurred by reason of such disqualifying disposition,
including the amount thereof. The Optionee shall pay the Company in cash on
demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to
the shares of Common Stock to be received upon the exercise of this option
shall be effective and current at the time of exercise or (b) there is an
exemption from registration under the Securities Act for the issuance of the
shares of Common Stock upon such exercise. The Optionee hereby represents
and warrants to the Company that, unless such a Registration Statement is
effective and current at the time of exercise of this option, the shares of
Common Stock to be issued upon the exercise of this option will be acquired
by the Optionee for his own account, for investment only and not with a view
to the resale or distribution thereof. Such representations and warranties
shall also be deemed to be made by the Optionee upon each exercise of this
option. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this
option. Any subsequent resale or distribution of shares of Common Stock by
the Optionee shall be made only pursuant to (x) a Registration Statement
under the Securities Act which is effective and current with respect to the
sale of shares of Common Stock being sold, or (y) a specific exemption from
the registration requirements of the Securities Act, but in claiming such
exemption, the Optionee shall, prior to any offer of sale or sale of such
shares of Common Stock, provide the Company (unless waived by the Company)
with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to
the proposed sale or distribution. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under
the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a
condition to, or in connection with, the granting of an option or the issue
of shares of Common Stock hereunder, this option may not be exercised in
whole or in part unless such listing, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable
to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option
and may issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be necessary
or appropriate (a) (i) to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act, (ii) to implement
the provisions of the Plan or this Contract or any other agreement between
the Company and the Optionee with respect to such shares of
<PAGE>
Common Stock, or (iii) to permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code,
of the shares of Common Stock transferred upon the exercise of this option
or (b) if applicable, with regard to any other restriction on the
assignment, pledge, hypothecation or transfer of shares acquired upon the
exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or
any of its subsidiaries, or interfere in any way with any right of the
Company, any parent or its subsidiaries to terminate such employment at any
time for any reason whatsoever without liability to the Company, any parent
or any of its subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy
of which is attached hereto and made a part hereof. Without limiting the
generality of the foregoing, in the event (a) the employment of the Optionee
terminates, (b) of the disability of the Optionee, or (c) of the death of
the Optionee, his rights hereunder shall be governed by and be subject to
the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as may be otherwise provided for by
pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir,
distributee, executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without
regard to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability
of any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available
thereunder and to this option as it shall deem appropriate, all in
accordance with the provisions of the Plan.
<PAGE>
17. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of
this option and the disposition of the shares of Common Stock acquired upon
exercise of the option, including without limitation, federal and state
securities and "blue sky" laws and the rules and regulations promulgated
thereunder.
18. This Contract, together with the Plan, constitutes the
entire understanding and agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior understandings and
agreements with respect to such subject matter, all of which are merged
herein.
19. This Contract may be executed in counterparts, all of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
JACLYN, INC.
By: /s/ Robert Chestnov
------------------------------
Title: President
/s/ Allan Ginsburg
--------------------------------
Allan Ginsburg, Optionee
77 Pine Terrace
--------------------------------
Address
Demarest, NJ 07627
--------------------------------
###-##-####
--------------------------------
Tax Identification/Soc. Sec. No.
<PAGE>
1990 STOCK OPTION PLAN
10% OWNER INCENTIVE STOCK OPTION CONTRACT
-----------------------------------------
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of April
20, 1999 between JACLYN, INC., a Delaware corporation (the "Company"), and
HOWARD GINSBURG (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee")
and subject to the terms and conditions of the 1990 Stock Option Plan of the
Company (the "Plan"), grants to the Optionee an option to purchase an
aggregate of 25,000 shares of the Common Stock, $1.00 par value per share,
of the Company ("Common Stock") at an exercise price of $2.475 per share,
being at least equal to 110% of the fair market value of such shares of
Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be 5 years from the date
hereof, subject to earlier termination as provided in the Plan. This option
may be exercised in whole or in part and from time to time commencing on the
date hereof, but prior to the end of the term of the option, by giving
written notice to the Company at its principal office, presently 5801
Jefferson Street, West New York, New Jersey 07093, stating that the Optionee
is exercising his incentive stock option, specifying the number of shares
purchased (provided that not less than one hundred (100) shares may be
purchased unless the number purchased is the total number of shares
purchasable hereunder) and accompanied by payment of the aggregate purchase
price therefor in accordance with Section 3 below. Notwithstanding any of
the foregoing, in no event may a fraction of a share of Common Stock be
purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee,
(a) in the form of shares of Common Stock already owned by the Optionee
valued, for the purpose of payment of the purchase price, at the fair market
value of such previously owned shares of Common Stock determined in
accordance with Section 5(d) of the Plan; and/or (b) one-tenth (1/10) of the
purchase price in cash (or by check) and the balance by the issuance of a
recourse promissory note, in form satisfactory to the Committee, and in
accordance with and subject to the terms and provisions of Section 7 of the
Plan.
4. The Company may withhold cash and/or shares of Common Stock
to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts
incurred by reason of the grant, exercise or disposition of this option or
the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Optionee to pay the Company such amount and the
Optionee agrees to pay such amount tp the Company in cash promptly upon
demand.
<PAGE>
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from
the date hereof or one year from the date of transfer of such shares to him,
the Optionee shall notify the Company thereof in writing within 30 days
after such disposition. In addition, the Optionee shall provide the Company
on demand with such information as the Company shall reasonably request in
connection with determining the amount and character of the Optionee's
income, the Company's deduction and its obligation to withhold taxes or
other amounts incurred by reason of such disqualifying disposition,
including the amount thereof. The Optionee shall pay the Company in cash on
demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to
the shares of Common Stock to be received upon the exercise of this option
shall be effective and current at the time of exercise or (b) there is an
exemption from registration under the Securities Act for the issuance of the
shares of Common Stock upon such exercise. The Optionee hereby represents
and warrants to the Company that, unless such a Registration Statement is
effective and current at the time of exercise of this option, the shares of
Common Stock to be issued upon the exercise of this option will be acquired
by the Optionee for his own account, for investment only and not with a view
to the resale or distribution thereof. Such representations and warranties
shall also be deemed to be made by the Optionee upon each exercise of this
option. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this
option. Any subsequent resale or distribution of shares of Common Stock by
the Optionee shall be made only pursuant to (x) a Registration Statement
under the Securities Act which is effective and current with respect to the
sale of shares of Common Stock being sold, or (y) a specific exemption from
the registration requirements of the Securities Act, but in claiming such
exemption, the Optionee shall, prior to any offer of sale or sale of such
shares of Common Stock, provide the Company (unless waived by the Company)
with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to
the proposed sale or distribution. Nothing herein shall be construed as
requiring the Company to register the shares subject to this option under
the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a
condition to, or in connection with, the granting of an option or the issue
of shares of Common Stock hereunder, this option may not be exercised in
whole or in part unless such listing, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable
to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option
and may issue such "stop transfer" instructions to its transfer agent in
respect of such shares as it determines, in its discretion, to be necessary
or appropriate (a) (i) to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act, (ii) to implement
the provisions of the Plan or this Contract or any other agreement between
the Company and the Optionee with respect to such shares of
<PAGE>
Common Stock, or (iii) to permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code,
of the shares of Common Stock transferred upon the exercise of this option
or (b) if applicable, with regard to any other restriction on the
assignment, pledge, hypothecation or transfer of shares acquired upon the
exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or
any of its subsidiaries, or interfere in any way with any right of the
Company, any parent or its subsidiaries to terminate such employment at any
time for any reason whatsoever without liability to the Company, any parent
or any of its subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy
of which is attached hereto and made a part hereof. Without limiting the
generality of the foregoing, in the event (a) the employment of the Optionee
terminates, (b) of the disability of the Optionee, or (c) of the death of
the Optionee, his rights hereunder shall be governed by and be subject to
the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as may be otherwise provided for by
pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir,
distributee, executor, administrator or legal representative entitled to the
Optionee's rights hereunder.
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without
regard to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability
of any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available
thereunder and to this option as it shall deem appropriate, all in
accordance with the provisions of the Plan.
<PAGE>
17. The Optionee represents and agrees that he will comply
with all applicable laws relating to the Plan and the grant and exercise of
this option and the disposition of the shares of Common Stock acquired upon
exercise of the option, including without limitation, federal and state
securities and "blue sky" laws and the rules and regulations promulgated
thereunder.
18. This Contract, together with the Plan, constitutes the
entire understanding and agreement between the parties hereto with respect
to the subject matter hereof and supersedes all prior understandings and
agreements with respect to such subject matter, all of which are merged
herein.
19. This Contract may be executed in counterparts, all of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
JACLYN, INC.
By: /s/ Robert Chestnov
--------------------------------
Title: President
/s/ Howard Ginsburg
--------------------------------
Howard Ginsburg, Optionee
425 East 58th Street
--------------------------------
Address
--------------------------------
New York, NY 10022
###-##-####
--------------------------------
Tax Identification/Soc. Sec. No.
