U S LIQUIDS INC.
AMENDED AND RESTATED STOCK OPTION PLAN
GRANT OF INCENTIVE STOCK OPTION
This Grant is made as of this ____ day of _____________, 19__, (the
"Date of Grant") at _______________________, by and between U S LIQUIDS INC.
(hereinafter referred to as the "Company") and _______________________
(hereinafter referred to as the "Optionee").
1. EXPLANATORY STATEMENT. The Optionee is an employee of the Company
and it is important to the Company that the Optionee be encouraged to provide
Optionee's best efforts in furthering the interests of the Company.
Accordingly, the Company desires to afford the Optionee an opportunity to
purchase shares of the Company's $.01 par value common stock (the "Common
Stock") as hereinafter provided and to otherwise carry on the purposes of the
U S Liquids Amended and Restated Stock Option Plan (the "Plan"). The option
granted hereunder is intended to be an Incentive Stock Option under the Plan.
2. DEFINITIONS. All terms defined in the Plan shall have the same
meaning when used herein unless otherwise expressly indicated.
3. GRANT OF OPTION. Subject to the terms and conditions of this Grant
as well as the terms and conditions of the Plan, which are incorporated
herein by reference, the Optionee is hereby granted the right and option (the
"Option") to purchase from the Company for the consideration specified in
Section 4.3 below, all or any part of the aggregate of __________ shares of
the Common Stock (the "Option Shares") at a purchase price of $______ per
share (the "Option Price"), which price shall not in any event be less than
the Fair Market Value (as defined in Article II of the Plan) of such shares
as of the Date of Grant. The Option must be exercised as hereinafter
provided.
4. TERMS AND CONDITIONS. It is understood and agreed by the parties
hereto that the Option evidenced hereby is subject to the following terms and
conditions:
4.1 EXPIRATION DATE. Pursuant to Section VI(d) of the Plan, the
Option shall expire ___________ years after the Date of Grant (the "Option
Term") unless extended or contracted by the Committee; provided, that in
no event shall
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the Option Term be greater than 10 years from the Date of Grant. The
Option granted hereunder may also be terminated pursuant to ARTICLES VI
and VIII of the Plan, Sections 4.2, 4.3, 4.4 and 5 hereof, or as otherwise
expressly provided herein.
4.2 EXERCISABILITY OF OPTION. Subject to the other terms and
conditions of the Plan and this Grant with respect to exercisability, this
Option may be exercised and the Option Shares purchased in accordance with
the following schedule:
This Option Shall Be
On or After Exercisable With Respect To
The Following Date The Following
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Percent of Number of
Total Grant(1) Shares
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(1) The computation of the number of shares exercisable shall exclude
fractional shares.
Any shares not purchased by exercise of the Option during each exercise
period shall be available for purchase under the Option in a subsequent
period.
Any exercise shall be accompanied by a written notice in the form of
Exhibit "A" 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. No fractional shares shall be
issued by the Company with respect to the exercise of an Option.
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4.3 PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of any
exercise, payment for the shares of Common Stock purchased pursuant to this
Option shall be made in full, in (i) cash, certified check or other
immediately available funds for the aggregate exercise price for such
Option Shares (ii) the exchange of a number of shares of Common Stock owned
by the Optionee free and clear of all liens or encumbrances, the fair
market value of which at the time of exercise is equal to the aggregate
exercise price of such shares an accompanied by executed stock powers and
other documents of transfer requested by the Company (iii) the
relinquishment of options to purchase Option Shares which shall be deemed
to have a value equal to the aggregate fair market value of the Option
Shares issuable upon exercise thereof less the aggregate exercise price for
those Option Shares, or (iv) a combination of (i), (ii) and (iii).
Notwithstanding the foregoing, no fractional shares shall be accepted by
the Company with respect to the payment for shares of Common Stock
purchased pursuant to this Option. If the Optionee fails to pay for any of
the shares of Common Stock subject to this Option after notifying the
Company of the Optionee's
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exercise pursuant to Section 4.2 above, the Optionee's right to purchase
Option Shares may be terminated by the Company. The date specified in
the Optionee's notice as the Date of Exercise shall be deemed the Date
of Exercise of the Option, if payment in full for the Common Stock to be
purchased upon such exercise shall be received by such date.
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4.4 NONTRANSFERABILITY. This Option shall not be transferable other
than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, this Option shall be exercisable only by the
Optionee, or, subject to the terms and conditions of Section 5 hereof, by
the Optionee's legal guardian in the event the Optionee becomes disabled.
Upon death of the Optionee, this Option may, subject to the terms and
conditions of Section 5 hereof, be exercised by the executor or
administrator or similar personal representative of the estate of the
Optionee. This Option shall not be subject to attachment, execution or
other similar process. Any (a) attempt by the Optionee to alienate,
assign, pledge, hypothecate or otherwise dispose of the Option except as
provided for herein, or (b) attempt by a third person to levy on or
attach, execute or exercise any similar process upon the rights or
interests hereby conferred shall be void. Further, in the event of any
action described in clauses (a) or (b) of the preceding sentence, the
Company may terminate the Option by notice to the Optionee and the Option
shall thereupon become null and void.
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4.5 NO RIGHTS AS A COMMON STOCKHOLDER. The Optionee shall have no
rights as a stockholder with respect to any shares of Common Stock subject
to this Option prior to the date of issuance to the Optionee of a
certificate or certificates for such shares of Common Stock.
4.6 NO RIGHT TO CONTINUED EMPLOYMENT. This Option shall not confer
upon the Optionee any right with respect to continuance of employment by
the Company or any Subsidiary nor shall it interfere in any way with the
right of the Optionee's employer to terminate the Optionee's employment at
any time.
4.7 OPTIONEE UNDER NO OBLIGATION TO EXERCISE. The Optionee shall be
under no obligation to exercise the Option granted hereunder.
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4.8 DELIVERY OF COMMON STOCK. As soon as practicable after the
Exercise Date with respect to any Option exercised pursuant to the terms
hereof, the Company shall cause to be delivered to the Optionee, a
certificate or certificates for the Common Stock then being purchased
(from theretofore unissued Common Stock or reacquired stock as the
Company may elect) upon full payment for such Common Stock. The
obligation of the Company to deliver Common Stock shall, however, be
subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration or
qualification of the Option or the Common Stock upon any securities
exchange, under any state or federal law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a
condition of or in connection therewith, the Option or the issuance or
purchase of Common Stock thereunder, the Option may not be exercised in
whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
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5. TERMINATION OF OPTION.
(a) The Option and all rights hereunder with respect thereto, to the
extent such rights have not been exercised, shall terminate and become null
and void after the expiration of the Option Term as specified in Section
4.1 hereof.
(b) Upon the Optionee's ceasing for any reason to be employed by the
Company (such occurrence being a "Termination of Optionee's Employment"),
the Option to the extent not exercisable shall immediately terminate and
become null and void. Further, the Option to the extent exercisable but
not previously exercised shall terminate and become null and void on the
date ninety (90) days following the Termination of the Optionee's
Employment except in the case where Termination of the Optionee's
Employment is by reason of death, disability or for cause as set forth in
Section 5(d) below. Upon termination of the Optionee's employment by
reason of death or disability, the Option may be exercised to the extent
it is exercisable on the date of such death or disability as follows:
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(i) In the event the Optionee's termination of employment due
to death, the Option, to the extent exercisable upon the date of the
Optionee's death (the "Date of Death"), shall be exercisable for a
period equal to the earlier to occur of twelve months after the Date
of Death or six months following the date of issuance of letters
testamentary or letters of administration to the executor or
administrator of the estate of the deceased Optionee.
(ii) In the case the Optionee's employment is terminated due to
Disability, as such term is defined in the Plan, the Option to the
extent exercisable as of the date of termination due to Disability
shall be exercisable for a period of one-year from the date of
termination.
Notwithstanding the foregoing, in no event, shall any such period
extend beyond the Option Term. The determination as to the cause of the
Termination of Optionee's Employment including, without limitation, the
determination of whether
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such Termination is due to the Optionee's disability shall be made
exclusively and in the absolute discretion of the Committee.
(c) The transfer of the Optionee's employment between the Company and
any Subsidiary of the Company or between Subsidiaries of the Company shall
not be deemed to be a Termination of the Optionee's Employment.
(d) Notwithstanding any other provision set forth herein or in the
Plan, if the Optionee shall (i) commit any act of malfeasance or
wrongdoing affecting the Company or any Subsidiary of the Company (ii)
breach any covenant not to compete or employment contract with the
Company or any Subsidiary of the Company or (iii) engage in conduct that
would warrant the Optionee's discharge for cause (excluding the general
dissatisfaction with the performance of the Optionee's duties but
including any act of disloyalty or any conduct clearly tending to bring
discredit upon the Company or any Subsidiary of the Company) any
unexercised portion of the Option shall immediately terminate and become
void.
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6. ADJUSTMENT OF AND CHANGES IN COMMON STOCK. In the event of a
reorganization, recapitalization, change of shares, stock split, spin-off,
stock dividend, reclassification, subdivision or combination of shares,
merger, consolidation, rights offering or any other change in the corporate
structure or shares of capital stock of the Company, the Committee may make
such adjustment as it deems appropriate in the number and kind of shares of
Common Stock subject to the Option or in the Option Price subject to and as
set forth in Article VIII of the Plan.
7. AMENDMENT OF OPTION. The Option may be amended by the Committee at
any time (i) if the Committee determines, in its sole discretion, that
amendment is necessary or advisable in light of any addition to or change in
the Internal Revenue Code or in the regulations issued thereunder, or any
federal or state securities law or other law or regulation which change
occurs after the Date of Grant and by its terms applies to the Option; or
(ii) other than in the circumstances described in Clause (i), with the
consent of the Grantee.
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8. OPTIONEE BOUND BY TERMS OF PLAN. The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms,
conditions and provisions hereof.
9. NOTICES. Any notice hereunder to the Company shall be addressed to
its offices at:
U S Liquids Inc.
000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Chief Financial Officer
Any notice hereunder to the Optionee shall be addressed to the Optionee at:
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subject to the right of either party to designate at any time hereafter in
writing some other notice address.
10. COUNTERPARTS. This Xxxxx has been executed in two counterparts
each of which shall constitute one and the same instrument.
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11. PARAGRAPH HEADINGS. The paragraph headings contained in this Grant
are for convenience only and shall not be used to interpret the terms hereof.
12. GOVERNING LAW AND CHOICE OF FORUM. This Grant shall be governed by
and construed in accordance with the laws of the State of Texas. The parties
hereto agree that any action brought to enforce or interpret the terms of
this Grant shall be brought exclusively in the ___________________________,
State of ___________ or the Federal District Court for the ____________
District of ______________, and the parties hereto hereby expressly consent
to the jurisdiction and venue of said courts.
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IN WITNESS WHEREOF, U S Liquids Inc. has caused this Xxxxx to be
executed by its President or Vice President, and the Optionee has executed
this Xxxxx both as of the day and year first written above.
COMPANY: U S LIQUIDS INC.
By:
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Title:
------------------------
ACCEPTED AND AGREED:
OPTIONEE:
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EXHIBIT "A"
NOTICE OF EXERCISE OF STOCK
OPTION AND RECORD OF STOCK TRANSFER
I, the undersigned, hereby exercise my Stock Option granted by U S
Liquids Inc. subject to all the terms, conditions and provisions thereof, and
of the U S Liquids Inc. Amended and Restated Stock Option Plan referred to
therein, and notify you of my desire to purchase _________ shares of Common
Stock of the Company which were offered to me pursuant to said Option.
Enclosed is my check in the sum of $_________________ in full payment for
such shares.
I understand that to the extent the Option granted to me otherwise
qualifies as an Incentive Stock Option pursuant to Section 422 of the
Internal Revenue Code, in order for tax benefits provided by Section 422 of
the Internal Revenue Code to be applicable, I cannot dispose of any of the
shares being acquired by me pursuant to this Option within one (1) year of
the date they are received by me or within two (2) years from the date the
Option was granted to me.
Dated .
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Optionee's Signature
RECEIPT
Receipt is hereby acknowledged of the delivery to me by U S Liquids Inc.
on ______________________ of stock certificates for _________________ shares
of Common Stock purchased by me pursuant to the terms and conditions of U S
Liquids Inc. Amended and Restated Stock Option Plan referred to above, which
shares were transferred to me on the Company stock record books on
_____________________________.
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Optionee
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