EXHIBIT 10.30
STOCK OPTION AGREEMENT
This Option Agreement (the "Agreement"), is made as of the 8th day of
November, 1991, between Xxxxxx & Xxxxx, Inc., a Delaware corporation (the
"Company"), and the person signing this Agreement adjacent to the caption
"Participant" on the signature page hereof, which person (the "Participant")
is an employee or director of the Company or a Subsidiary. Capitalized terms
used and not otherwise defined herein shall have the meanings attributed
thereto in the Xxxxxx & Xxxxx, Inc. Amended and Restated 1991 Stock Option
Plan (the "Plan").
WHEREAS, pursuant to the Plan, the Company desires to afford the
Participant the opportunity to purchase shares of the Company's $0.01 par
value Common Stock (the "Stock");
NOW, THEREFORE, in connection with the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree
as follows:
1. Grant of Options. The Company hereby grants to the Participant the
right and option (the right to purchase any one share of Stock pursuant to
this Plan being an "Option") to purchase an aggregate of _____ shares of
Stock, such shares being subject to adjustment as provided in ARTICLE X of the
Plan, and on the terms and conditions herein set forth.
2. Purchase Price. The purchase price of each share of Stock covered
by the Options shall be equal to $_____ per share.
3. Term of Options. The term of the Options shall be for a period of
ten (10) years from the Effective Date of the Plan.
4. Vesting of Options. The Options, subject to the terms, conditions
and limitations contained herein, shall vest and become exercisable during the
three-year period commencing on the date of grant of such Options at the rates
of thirty-three percent (33%), thirty-three percent (33%) and thirty-four
percent (34%) on each respective anniversary of the date of grant.
5. Termination of Employment. (a) In the event Participant's
employment with the Company is terminated for reasons other than due to death,
disability, or for cause, the Options shall remain exercisable for a period of
up to three months after cessation of employment, to the extent they were
exercisable at the time of cessation of employment. In the event the
Participant's employment with the Company terminates by death or disability,
the Options shall remain exercisable for a period of up to twelve months after
cessation of employment, to the extent they were exercisable at the time of
cessation of employment.
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(b) If a Participant's employment with the Company is terminated
for cause, or, at the time of a Participant's voluntary termination the
Company is entitled to terminate such Participant for cause, as defined in the
Plan, all unexercised Options granted to such Participant shall lapse and be
cancelled.
In the case of a Participant who is a director of the Company,
references to employment herein shall be deemed to refer to the director's
service to the Company in such capacity.
6. Transferability of Option. A Participant may not voluntarily or
involuntarily sell, pledge, mortgage, hypothecate, give, transfer, create a
security interest in, or a lien or trust (voting or otherwise) with
respect to, or assign or otherwise encumber or dispose of any Option or any
share of Stock issued upon the exercise of an Option except as expressly
permitted pursuant to the Plan.
7. No Rights as a Shareholder. The Participant shall have no rights as
a shareholder with respect to any shares of Stock covered by the Options until
the date of issuance of a stock certificate for such Stock. No adjustments,
other than as provided in ARTICLE X of the Plan, shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions for which the record date is prior to the date such stock
certificate is issued.
8. Registration; Governmental Approval. Each Option granted herein is
subject to the requirement that, if at any time the Board determines, in its
discretion, that the listing, registration, or qualification of shares of
Stock issuable upon exercise of Options is required by any securities exchange
or 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 with the grant of Options, or the issuance of shares of Stock,
no shares of Stock shall be issued, in whole or in part, unless such listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions or with such conditions as are acceptable to the Board.
9. Method of Exercising Option. Subject to the terms and conditions of
this Agreement, the Options may be exercised by written notice to the Company
at its offices located at Horsham, Pennsylvania. Such notice shall state the
election to exercise Options and the number of shares of Stock in respect of
which they are being exercised, and shall be signed by the person or persons
so exercising the Option. Such notice shall either:
(a) be accompanied by payment of the full purchase price of such
shares of Stock, in which event the Company shall deliver a certificate or
certificates representing such shares of Stock as soon as practicable after
the notice shall be received; or
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(b) fix a date, not less than five (5) nor more than ten (10)
business days from the date such notice shall be received by the Company, for
the payment of the full purchase price of such shares of Stock against
delivery of a certificate or certificates representing such shares of Stock.
Payment of such purchase price shall be made in United States
dollars by certified check or bank cashier's check payable to the order of the
Company, or by such other means as may be prescribed by the Committee in its
sole discretion. The certificate or certificates for the shares of Stock as
to which the Options shall have been so exercised shall be registered in the
name of the person or persons so exercising the Options; or if the Options
shall be exercised by the Participant, and if the Participant shall so request
in the notice exercising the Options, such shares shall be registered in the
name of the Participant and another person, as joint tenants with right of
survivorship, and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Options. All shares of Stock
that shall be purchased upon the exercise of Options as provided herein shall
be fully paid and non-assessable.
10. Income Tax Withholding. Upon the exercise of an Option, in whole
or in part, or, except where an election is made under Section 83(b) of the
Code, upon such later date as the Stock acquired pursuant to such exercise
ceases to be subject to a substantial risk of forfeiture under Section
83(c)(1) of the Code or ceases to be non-transferable within the meaning of
Section 83(c)(2) of the Code, the excess of the fair market value (determined
as of the date of such exercise or such later date, as the case may be) of the
Stock subject to the portion of the Option so exercised over the purchase
price of such stock will be treated as compensation or other income subject to
withholding for income tax purposes. The Company may make such provisions and
take such steps as it may deem necessary or appropriate for the withholding of
all federal, state, local and other taxes required by law to be withheld with
respect to an Option, including, but not limited to, deducting the amount of
any such withholding taxes from the amount to be paid hereunder, whether in
Stock or in cash, or from any other amount then or thereafter payable to the
optionee, or requiring the Participant, his beneficiary or legal
representative, to pay to the Company the amount required to be withheld or to
execute such documents as the Company deems necessary or desirable to enable
it to satisfy its withholding obligations.
11. Non-Qualified Options. The Options granted hereunder are not
intended to be incentive stock options within the meaning of Section 422 of
the Code.
12. Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.
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13. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Delaware.
14. Headings. Headings are for the convenience of the parties and are
not deemed to be part of this Agreement.
15. Plan. The terms and provisions of the Plan are incorporated herein
by reference. In the event of a conflict or inconsistency between
discretionary terms and provisions of the Plan and the express provisions of
this Agreement, this Agreement shall govern and control. In all other
instances of conflicts or inconsistencies or omissions, the terms and
provisions of the Plan shall govern and control.
EXECUTED the day and year first written above.
XXXXXX & XXXXX, INC.
COMPANY:
By:________________________________
Name:
Title:
PARTICIPANT:
By:________________________________
Name:
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