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EXHIBIT 4.14
CRAGAR INDUSTRIES, INC.
STOCK OPTION / RESTRICTED STOCK GRANT
DATE OF GRANT: __________________, 19__
GRANT OF OPTION OR RESTRICTED STOCK
Cragar Industries, Inc. (the "Company") hereby grants to ________________ (the
"Grantee"), who is either an employee or Director of the Company or one of its
subsidiaries, the following:
/ / an option to purchase ___________ shares of the Company's Class A
Common Stock (the "Option Shares") at $____________ per share; this
option is intended to be an "Incentive Stock Option" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended.
/ / an option to purchase __________ shares of the Company's Class A Common
Stock (the "Option Shares") at $___________ per share; this option is
NOT intended to be an "Incentive Stock Option" as defined in Section
422 of the Internal Revenue Code of 1986, as amended.
/ / an award of_______________ shares of the Company's Class A Common Stock
as a restricted stock grant (the "Restricted Stock"), subject to the
restrictions set forth below.
INSTALLMENT EXERCISE
All options shall be exercisable in three (3) installments, as follows:
(a) on and after the second anniversary of the Date of Xxxxx, up to
one-third (1/3) of the total number of Option Shares;
(b) on and after the third anniversary of the Date of Xxxxx, up to
two-thirds (2/3) of the Option Shares; and
(c) on and after the fourth anniversary of the Date of Xxxxx, the
remaining Option Shares.
TERMINATION OF OPTION
The option will terminate on the first to occur of the following:
(a) 180 days after the termination of Grantee's employment or
termination of Grantee's service as a Director of the Company by reason
of resignation, death or disability;
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(b) immediately upon termination of Xxxxxxx's employment or service as
a Director if such termination is caused by (i) any act of malfeasance
or wrongdoing committed by Grantee, (ii) any breach of a covenant not
to compete or employment contract with the Company or any subsidiary,
or (iii) engaging in any conduct that would warrant the Grantee's
discharge for cause; and
(c) the date that is 10 years after the Date of Xxxxx.
METHOD OF EXERCISE
The Grantee may exercise the Option with respect to all or a part of
the number of Option Shares that are then exercisable by giving notice in
writing to the Company, attention:___________ . The notice shall specify the
number of Option Shares as to which the option is to be exercised and the date
of exercise, which date shall be at least five days after the giving of such
notice.
Full payment by the Grantee of the option price for the Option Shares
to be purchased shall be made on or before the date of exercise by check or,
with the prior written consent of the Committee, in whole or in part through the
surrender of previously acquired shares of the Company's Class A Common Stock,
valued at their fair market value on the exercise date.
NON-TRANSFERABILITY OF OPTION
The Option granted hereby shall not be transferable and shall be
exercised only by the Grantee except, in the case of death of the Grantee, by
his or her executor or personal representative.
RESTRICTIONS ON TRANSFERABILITY OF RESTRICTED STOCK
For a period of three years from the Date of Xxxxx, a Grantee of
Restricted Stock shall not sell, exchange, pledge or otherwise transfer any
shares of Restricted Stock. Certificates representing Restricted Stock shall
contain a legend referring to such restrictions and such certificates shall be
held by the Company, and not delivered to the Grantee, until the lapse of such
restrictions.
INCORPORATION OF PLANS BY REFERENCE
This Grant is made pursuant to the terms of either or both of the
Company's 1996 Stock Option and Restricted Stock Plan and the 1996 Directors'
Stock Option Plan, the terms of which are incorporated herein by this reference.
The Committee shall interpret and construe the Plan and this Stock Grant, and
its interpretations and determinations shall be conclusive and binding on the
Company and the Grantee.
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SIGNATURES
The Company and the Grantee have signed this Xxxxx to acknowledge their
agreement with the terms hereof.
CRAGAR INDUSTRIES, INC. GRANTEE
BY:_________________________ ________________________________
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