EXHIBIT 10.45
STOCK OPTION AGREEMENT
pursuant to the
READING & XXXXX CORPORATION
1995 DIRECTOR STOCK OPTION PLAN
Optionee: X.X. Xxxxxxxxx
Grant Date: As of February 7, 1995
Per Share
Exercise Price: $7.375
Number of Option Shares
subject to this Option: 15,000
This Stock Option Agreement (this "Agreement"), dated as of the
Grant Date specified above, is entered into by and between Reading & Xxxxx
Corporation, a Delaware corporation (the "Company"), and the Optionee
specified above, pursuant to the Company's Director Stock Option Plan, as
in effect and as amended from time to time (the "Plan"); and
WHEREAS, it has been determined under the Plan that it would be in
the best interests of the Company to grant automatically the non-qualified
stock option provided for herein to the Optionee;
NOW, THEREFORE, in consideration of the mutual covenants and
premises hereinafter set forth and for other good and valuable
consideration, the parties hereto hereby mutually covenant and agree as
follows:
1. Incorporation By Reference; Plan Document Receipt. This
Agreement is subject in all respects to the terms and provisions of the
Plan (including, without limitation, any amendments thereto adopted at any
time and from time to time if such amendments are expressly intended to
apply to the grant of. the option hereunder), all of which terms and
provisions are made a part of and incorporated in this Agreement as if
they were each expressly set forth herein. Any capitalized term not
defined in Agreement shall have the same meaning as is ascribed thereto
under the Plan. The optionee hereby acknowledges receipt of a true copy
of the Plan and that the Optionee has read the Plan carefully and fully
understands its content. In the event of any conflict between the terms
of this Agreement and the terms of the Plan, the terms of the Plan shall
control.
2. Grant of Option. The Company hereby grants, subject to
shareholder approval of the Plan in accordance with SEC Rule 16b-3, to the
Optionee, as of the Grant Date specified above, a non-qualified stock
option (this "Option") to acquire from the Company at the Per Share
Exercise Price specified above the aggregate number of shares of the
Common Stock specified above (the "Option Shares"). This Option is not to
be treated as (and is not intended to qualify as) an incentive stock
option within the meaning of section 422 of the Code.
3. Exercise of this Option.
3.1 This Option shall become exercisable in accordance with
and to the extent provided by the terms and provisions of Paragraph s 6
and 7 of the Plan.
3.2 Unless earlier terminated in accordance with the terms
and provisions of the Plan, this Option shall expire and shall no longer
be exercisable after the expiration of ten years from the Grant Date (the
"Option Period").
3.3 In no event shall this Option be exercisable for a
fractional share of Common Stock.
4. Method of Exercise and Payment. This Option shall be
exercised by the optionee by delivering to the Secretary of the company or
his designated agent on any business day (the "Exercise Date") a written
notice, in such manner and form an may be required by the Company,
specifying the number of the Option Shares the Optionee then desires to
acquire (the "Exercise Notice"). The Exercise Notice shall be accompanied
by payment of the aggregate Per Share Exercise Price for such number of
the Option Shares to be acquired upon such exercise. Such payment shall
be made in the manner set forth in Paragraph 7 of the Plan.
5. Termination. This Option shall terminate and be of no force
or effect in accordance with and to the extent provided by the terms and
provisions of Paragraph 10 of the Plan. In any event, this Option shall
terminate upon the expiration of the Option Period.
6. Non-transferability. This Option, and any rights or interests
therein, shall not be sold, exchanged, transferred, assigned or otherwise
disposed of in any way at any time by the Optionee (or any
beneficiary(ies) of the Optionee), other than by testamentary disposition
by the Optionee or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue
Code, as amended, or Title I of the Employment Retisrement Security Act of
1974, as amended, or the rules thereunder. This Option shall not be
pledged, encumbered or otherwise hypothecated in any way at any time by
the optionee (or any beneficiary(ies) of the Optionee) and shall not be
subject to execution, attachment or similar legal process. Any attempt to
sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of
or hypothecate this Option, or the levy of any execution, attachment or
similar legal process upon this Option, contrary to the terms of this
Agreement and/or the Plan shall be null and void and without legal force
or effect. This Option shall be exercisable during the Optionee's
lifetime only by the Optionee.
7. Entire Agreement; Amendment. This Agreement contains the
entire agreement between the parties hereto with respect to the subject
matter contained herein, and supersedes all prior agreements or prior
understandings, whether written or oral, between the parties relating to
such subject matter. This Agreement may only be modified or amended by a
writing signed by both the Company and the Optionee.
8. Notices. Any Exercise Notice or other notice which may be
required or permitted under this Agreement shall be in writing, and hall
be delivered in person or via facsimile transmission, overnight courier
service or certified mail, return receipt requested, postage prepaid,
properly addressed as follows:
If to Company: Reading & Xxxxx Corporation
000 Xxxxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Secretary
Fax: (000) 000-0000
If to Grantee:
or at such other address as the Company or Grantee may, by notice to the
other party hereto, designate in writing from time to time.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without
reference to the principles of conflict of law thereof.
10. Compliance with Laws. The issuance of this Option (and the
Option Shares upon exercise of this Option) pursuant to this Agreement
shall be subject to, and shall comply with, any applicable requirements of
any federal and state securities laws, rules and regulations (including,
without limitation, the provisions of the Securities Act of 1933, the
Exchange Act and the respective rules and regulations promulgated
thereunder) and any other law or regulation applicable thereto. The
Company shall not be obligated to issue this Option or any of the Option
Shares pursuant to this Agreement if any such issuance would violate any
such requirements.
11. Binding Agreement; Assignment. This Agreement shall inure to
the benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Optionee shall not assign any part of this
Agreement without the prior express written consent of the Company.
12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
13. Headings. The titles and headings of the various sections of
this Agreement have been inserted for convenience of reference only and
shall not be deemed to be a part of this Agreement.
14. Further Assurances. Each party hereto shall do and perform
(or shall cause to be done and performed) all such further acts and shall
execute and deliver all such other agreements, certificates, instruments
and documents as any party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the Plan
and the consummation of the transactions contemplated thereunder.
15. Severability. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set
his hand, all as of the Grant Date specified above.
READING & XXXXX CORPORATION
By:
Its: ___________________________
Optionee
