EXHIBIT 10.2
XXXXX, INC.
STOCK OPTION AGREEMENT
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This STOCK OPTION AGREEMENT (this "Option Agreement") is entered into
by and between Xxxxx, Inc., a Delaware corporation (the "Company"), and
_________________(the "Optionee").
1. Grant of Option. The Company hereby grants to the Optionee effective
as of the date set forth in Section 18 hereof (the "Date of Grant"), the right
and option (the "Option") to purchase up to the aggregate number of shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") set
forth in Section 18 hereof, subject to adjustment pursuant to Section 3 hereof
and subject to the Optionee's acceptance and agreement to all of the terms and
conditions and restrictions described in the Xxxxx, Inc. 2003 Stock Option Plan
(the "Plan"), a copy of which has been made available to the Optionee, and to
the further terms, conditions and restrictions set forth below.
2. Exercise Price. Subject to adjustment pursuant to Section 3, the
exercise price payable by the Optionee upon exercise of this Option is set forth
in Section 18 hereof.
3. Adjustments to Number of Shares and Option Price. The number of
shares and exercise price shall be subject to adjustments as provided in Section
9 of the Plan.
4. Nonqualified Stock Option. This Option is not intended to be treated
as an "incentive stock option" within the meaning of Section 422 of the Code but
is instead intended to be a nonqualified stock option.
5. Exercise of Option. Subject to the terms of the Plan and this Option
Agreement, the Optionee shall have the right to acquire shares of Common Stock
under this Option Agreement as follows:
(a) As of ___________________, 2___ and thereafter, Optionee
may exercise rights to acquire 25% of the Common Stock subject to the
Option;
(b) As of ___________________, 2___ and thereafter, Optionee
may exercise rights to acquire an additional 25% of the Common Stock
subject to the Option;
(c) As of ___________________, 2___ and thereafter, Optionee
may exercise rights to acquire an additional 25% of the Common Stock
subject to the Option and;
(d) As of ___________________, 2___ and thereafter, Optionee
may exercise rights to acquire an additional 25% of the Common Stock
subject to the Option.
6. Expiration of Option. This Option shall expire and cease to be
exercisable on the earlier of (a) ________________, 2___, or (b) the date the
Optionee ceases to be a director of the Company other than by reason of death or
disability. In the event the Optionee ceases to be a director of the Company by
reason of death or disability, the Options shall expire on the earlier of (a)
__________________, 2___ or (b) one year from the date of such death or
disability.
7. Procedure to Exercise. The Optionee (or other person entitled to
exercise this Option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of withholding tax due, if any, upon the exercise of this Option by
certified or official bank check. Any withholding tax due upon exercise of this
Option shall be, and shall remain, the responsibility of the Optionee (or such
Optionee's estate or representative). This Option may be exercised from time to
time by written notice to the Company stating the full number of shares to be
purchased and the time and
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delivery thereof, which shall be at least fifteen days after the giving of
notice unless an earlier date shall have been agreed upon between the Optionee
(or other person entitled to exercise this Option) and the Company, accompanied
by full payment for the shares as described in the first sentence of this
Section 7. The Company will, as soon as is reasonably possible, notify the
Optionee (or such Optionee's representative) of the amount of withholding tax,
if any, that must be paid under federal, state and local law due to the exercise
of this Option. The Company shall have no obligation to deliver certificates for
the shares purchased until the Optionee (or such Optionee's representative) pays
to the Company the purchase price in full and the amount of withholding tax
specified in the Company's notice as described in this Section 7 by payment
terms set forth in the first sentence of this Section 7. At the time of
delivery, the Company shall, without transfer or issue tax to the Optionee (or
other person entitled to exercise this option) deliver at the principal office
of the Company, or at such other place as shall be mutually agreed upon, a
certificate or certificates for such shares, provided, however, that the time of
delivery may be postponed by the Company for such period as may be required for
it to comply with reasonable diligence with any requirements of law.
8. Nontransferability of Option. This Option shall not be assignable or
transferable other than by will or the laws of descent and distribution and
shall be exercisable during the Optionee's lifetime only by the Optionee.
9. Continued Retention. Subject to the terms of any agreement between
the Company and the Optionee, nothing herein shall confer upon the Optionee any
right to continue to serve as a director of the Company or a Subsidiary, or
shall prevent the Company or Subsidiary for whom Optionee serves as a director
from terminating his directorship at any time, with or without cause, or
removing or failing to reelect the Optionee as a director.
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10. Rights as Stockholder. Nothing herein is intended to or shall give
to the Optionee or the legal representatives, heirs, legatees, or distributees
of the Optionee any right or status of any kind as a stockholder of the Company
in respect of any shares of Common Stock covered by this Option or entitle the
Optionee or the legal representatives, heirs, legatees, or distributees of the
Optionee to any dividends or distributions thereon unless and until such shares
shall have been delivered to the Optionee or the legal representatives, heirs,
legatees, or distributees of the Optionee and registered in the Optionee's name
and the Optionee or the legal representatives, heirs, legatees, or distributees
of the Optionee has received a certificate or certificates therefor.
11. Interpretation. If and when questions arise from time to time as to
the intent, meaning or application of the provisions hereof or of the Plan, such
questions shall be decided by the Board of Directors or the Committee in its
sole discretion, and any such decision shall be conclusive and binding on the
Optionee. The Optionee hereby agrees that this Option is granted and accepted
subject to such condition and understanding.
12. Investment Representation. At such time or times as the Optionee
may exercise this Option, the Optionee shall, upon the request of the Company,
represent in writing (i) that the shares being acquired by the Optionee under
this Option will not be sold except pursuant to an effective registration
statement, or applicable exemption from registration, under the Securities Act
of 1933, as amended, (ii) that it is the Optionee's intention to acquire the
shares being acquired for investment only and not with a view to distribution
thereof, and (iii) other customary representations as the Company deems
necessary or advisable. No shares will be issued to the Optionee unless the
Optionee provides such representations and agreements and the Company is
satisfied as to the accuracy of such representations and agreements. If so
requested, Optionee agrees to provide a lock-up agreement prohibiting the sale
by Optionee of shares issued
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upon exercise of the Options for a period of 180 days following a public
offering by the Company of its Common Stock.
13. Repurchase by the Company. All shares of Common Stock purchased by
the Optionee or his or her estate or beneficiary and exercisable Options held by
the Optionee at the time he ceases to be a nonemployee director shall be subject
to repurchase by the Company.
14. Withholding of Taxes. Upon exercise of this Option (either wholly
or in part), the Optionee must pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any federal, state or local
taxes of any kind required to be withheld in connection with the issuance to the
Optionee of Common Stock upon exercise of this Option. The Company may permit
withholding of shares of Common Stock in accordance with procedures established
by the Company as an election by Optionee to meet applicable withholding
requirements.
15. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally,
mailed certified mail (return receipt requested) or sent by overnight delivery
service, cable, telegram, facsimile transmission or telex to the Optionee at the
address on the signature page hereof and to the Company at the address set forth
below or at such other addresses as shall be specified by the parties by like
notice:
Xxxxx, Inc.
000 Xxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxxxxx
Facsimile No. (000) 000-0000
16. Defined Terms. All capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Plan.
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17. Confidentiality. Unless otherwise permitted by the Chairman of the
Board or the President of the Company, Optionee agrees to keep confidential the
terms of this Option Agreement (and the terms of any other Option Agreement with
any employee or other director of the Company known to Optionee) and shall not
disclose such terms to any employee or otherwise.
18. Specified Information. This Option Agreement shall apply with
respect to the following specific information:
a. Date of Grant:
b. Name of Optionee:
c. Number of Shares Covered by Option:
d. Option Exercise Price Per Share:
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed this Option Agreement
to be effective as of the Date of Grant set forth above.
XXXXX, INC.
By:
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Xxx Xxxxxxxxxx
Vice President and Corporate Secretary
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----------------------, Optionee
Social Security Number:
Optionee's Address:
