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EXHIBIT 10.dd
Employee Name: Xxxxxxx X. Xxxxxxx
Number of Shares:150,000
Option Price: $18.25
1995 STOCK OPTION AGREEMENT
This 1995 STOCK OPTION AGREEMENT (the "Agreement"), dated as
of October 19, 1995, is between BW/IP International, Inc. a Delaware corporation
(the "Company"), and Xxxxxxx X. Xxxxxxx.
The 1992 Long Term Incentive Plan (the "Plan") is intended to
provide incentives to executives and other key employees of the Company and its
parent or subsidiaries by providing them with opportunities for stock ownership
under the Plan. "Subsidiary" means any company of which the Company owns,
directly or indirectly, the majority of the combined voting power of all classes
of stock. Capitalized terms used in this Agreement and not defined herein shall
have the meaning assigned to such terms in the Plan.
The Company's Board of Directors (the "Board") has designated
its Compensation and Benefits Committee as the committee to administer the Plan
(the "Committee").
The Committee has granted to you an option under the Plan to
purchase Common Stock, par value $.01 per share ("Common Shares"), of the
Company on the terms set forth below.
To evidence the option so granted, and to set forth its terms
and conditions as provided in the Plan, you and the Company agree as follows:
1. Grant of Option; Option Price
The Company hereby evidences and confirms its grant to you on
October 19, 1995 of an option (the "Option") to purchase the number of Common
Shares shown above at an option price of $18.25 per share which is the fair
market value of the optioned shares (as defined in the Plan) on the day the
Option was granted. The Option shall be subject to the provisions of the Plan.
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2. Term for Exercise
On October 19, 1998, the Option shall become exercisable,
subject to the provision hereof, and shall remain exercisable over the remaining
term of the Option. The Option may be exercised from time to time, in whole or
in part, up to the number of shares with respect to which it is then
exercisable. Except as an earlier expiration date is specified by this
Agreement, the Option shall expire at 4:00 P.M., Long Beach, California time, on
the tenth anniversary of the date of grant of this Option.
Notwithstanding the foregoing, upon the occurrence of a Change
in Control (as defined in the Plan), the Option shall become immediately and
fully exercisable as to all shares to which the Option relates and shall remain
exercisable until expiration or termination of the option.
3. Who May Exercise
During your lifetime, the Option may be exercised only by you.
If you die during your employment with the Company or a Subsidiary and prior to
the expiration date specified in Section 2 hereof, the Option may be exercised
to the extent you could have exercised it on the date of your death, by your
estate, personal representative or beneficiary who acquired the right to
exercise it by will or by the laws of descent and distribution, at any time
prior to 4:00 P.M., Long Beach, California time, on the earlier of the
expiration date specified in Section 2 or the first anniversary of your death.
On the earlier of such expiration date or anniversary, the unexercised portion
of the Option shall expire.
4. Exercise after Termination of Employment
(a) Permissive Periods of Exercise. If you cease, other than
by reason of death, disability or retirement as determined under the Plan, to be
employed by the Company or a Subsidiary, the Option shall terminate at 4:00
P.M., Long Beach, California time, on the earlier of the expiration date
specified in Section 2 hereof, or the date which is ninety (90) days after the
day your employment by the Company or a Subsidiary ends. If you retire in
accordance with the terms of the Plan, the Option shall terminate at 4:00 P.M.,
Long Beach, California time, on the earlier of the expiration date specified in
Section 2 hereof, or the third anniversary of the date of your retirement. If
you die while an employee, or if your employment terminates by reason of
disability while an employee, all Options may,
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unless earlier terminated in accordance with Section 2 hereof, be exercised by
you, or by your estate or appropriate representative until the date which is one
(1) year after your termination of employment. In the event of any such
termination of employment or retirement, any installment not exercisable on the
date thereof shall lapse and be thereafter unexercisable. Whether you have
retired, and whether authorized leave of absence or absence or military of
governmental service may constitute employment, shall be conclusively determined
for the purposes of this Agreement by the Committee in its discretion.
(b) Forfeiture of Option. Notwithstanding the foregoing, if,
after your termination of employment, the Committee determines that, at any time
during or after your employment with the Company, you engaged in conduct that
(i) would have permitted the Company to terminate your employment
for Cause, as defined in Paragraph 7(e) of the Employment
Agreement between you and the Company, of even date herewith
(the "Employment Agreement"), had you still been employed, or
(ii) was in material violation of the covenants contained in
Paragraph 8 of the Employment Agreement, or
(iii) was intended to aid, assist or otherwise advance the efforts
of any person, group or entity in any effort to effect a
change of ownership in, or otherwise gain control of, the
Company, whether through a stock purchase, merger, asset
acquisition, proxy solicitation or any other means,
the portion of the Option that is still outstanding at the time of such
determination shall terminate and be canceled immediately upon such
determination by the Committee. Upon such a determination by the Committee, the
Company may disregard any attempted exercise of the Option by notice delivered
prior to such determination, if, at such time, the Company had not completed the
steps necessary to effect such exercise. In such case, the Company shall only be
obligated to return to you any amounts or shares of Common Stock remitted in
order to exercise such Option.
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5. Restrictions on Exercise
The Option may be exercised only with respect to full shares.
No fractional shares shall be issued. The Option shall not be exercised in whole
or part:
A. if any requisite approval or consent of, or registration
with, any governmental authority of any kind having jurisdiction over
the exercise of options shall not have been secured; or
B. unless the shares subject to the Option shall be
effectively listed on each national securities exchange on which the
Common Shares are then listed, which listing may be upon official
notice of issuance thereof.
The Company may, but need not, require as a condition to the
exercise of the Option in whole or in part at any time that you represent to the
Company in writing that you are acquiring the shares to be acquired upon such
exercise for you own account for investment only and not with a view to the
distribution thereof.
6. Manner of Exercise
To the extent the Option shall be exercisable in accordance
with the terms hereof, and subject to such administrative regulations as the
Committee may have adopted, the Option may be exercised in whole or from time to
time in part by notice in writing to the Committee, specifying the number of
shares in respect of which the Option is being exercised and accompanied by, or
providing for (if applicable), full payment of the option price (i) in United
States dollars in cash or by certified check, bank draft, or postal or express
money order, (ii) in Common Shares of the Company, represented by certificates
duly endorsed to the Company or its nominee with any requisite transfer tax
stamps attached, the fair market value of which shall be equal to the option
price for the shares with respect to which the Option is being exercised, or
(iii) in a combination of (i) and (ii) above. The fair market value of any
Common Shares delivered pursuant to the immediately preceding sentence shall be
determined on the basis of the mean of the high and low prices for a Common
Share on the Consolidated Trading Tape on the day of the exercise or, if there
was no such sale on the day of exercise, on the day next preceding the day of
exercise on which there was such a sale.
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In the event that the Option shall be exercised by a person
other than you in accordance with the provisions of Section 3 hereof, such
person shall furnish the Company with evidence satisfactory to it of his or her
right to exercise the same and of payment or provision for the payment of any
estate, transfer, inheritance or death taxes payable with respect to the Option
or with respect to related shares or payment. The Company may require you or the
other person exercising the Option to furnish or execute such documents as the
Company shall deem necessary to evidence such exercise, to determine whether
registration is then required under the Securities Act of 1933, or to comply
with or satisfy the requirements of the Securities Act of 1933 or any other law.
In the exercise of your option, with the consent of the
Committee, you may elect to use a cashless exercise method through an
established arrangement with a stock broker; you may select your own broker or
use a special broker arrangement procedure set up by the Company. If you so
elect, (i) your election and choice of broker should be included in your notice
of exercise; (ii) whereupon, the Company shall deliver the shares with respect
to which the option is exercised to the selected broker; (iii) which broker
shall, in turn, sell a sufficient number of shares at then-current fair market
value to cover (x) the aggregate exercise price of the options and (y) required
Federal and state income tax withholding. All remaining shares would be returned
to you or disposed of by the broker in accordance with your instructions.
7. Nonassignability
The Option is not assignable or transferable except by will or
by the laws of descent and distribution to the extent contemplated by Section 3
hereof. At your request, Common Shares purchased on exercise of the Option may
be issued or transferred in your name and the name of another person jointly
with the right of survivorship.
8. Rights as Shareholder
You shall have no rights as a shareholder with respect to any
shares covered by the Option until the issuance of a certificate or certificates
to you for such shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the issuance of such certificate or
certificates.
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9. Capital Adjustments
Upon the occurrence of an event described in Section 8 of the
Plan, the number and price of the Common Shares covered by the Option, as well
as the Option itself, shall be proportionately adjusted in accordance with the
terms of that Section.
10. Withholding Taxes
The Company shall have the right to deduct withholding taxes
from any payments made pursuant to this Agreement or to make such other
provisions as it deems necessary or appropriate to satisfy its obligations to
withhold Federal, state or local income or other taxes incurred by reason of
payments or the issuance of Common Shares under this Agreement. Whenever under
this Agreement Common Shares are to be delivered upon exercise of an Option, the
Committee shall be entitled to require as a condition of delivery that you remit
an amount sufficient to satisfy all Federal, state and other governmental
withholding tax requirements related thereto.
11. Agreement
Nothing contained in this Agreement and no action taken
pursuant to this Agreement shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Company and you, your executor,
administrator or other personal representative, or designated beneficiary or any
other persons. Any reserves that may be established by the Company in connection
with this Agreement shall continue to be part of the general funds of the
Company and no individual or entity other than the Company shall have any
interest in such funds until paid. If and to the extent that you or your
executor, administrator or other personal representative, as the case may be,
acquires a right to receive any payment from the Company pursuant to this
Agreement, such right shall be no greater than the right of an unsecured general
creditor of the Company.
12. Notices
You shall be responsible for furnishing the Committee with the
current and proper address for the mailing of notices and delivery of
agreements, Common Shares and cash pursuant to this Agreement. Any notices
required or permitted to be given shall be in writing and deemed given if
directed to the person to whom addressed at such address
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and mailed by regular United States mail, first-class and prepaid. If any item
mailed to such address is returned as undeliverable to the addressee, mailing
will be suspended until you furnish the proper address. Notice may also be given
by telegram, telex or cable. Notice shall be effective upon receipt. This
provision shall not be construed as requiring the mailing of any notice or
notification if such notice is not required under the terms of this Agreement or
any applicable law. Notice to the Committee shall be given as follows:
BW/IP International, Inc.
000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
13. Entire Agreement
This Agreement embodies the entire agreement and understanding
between the Company and you with respect to the subject matter hereof and may
not be changed, modified or terminated orally but only by a written instrument
executed by the Company and you. The Committee shall have complete discretionary
authority to interpret this Agreement in accordance with the provisions of the
Plan.
14. Governing Law
This Agreement shall be construed and enforced in accordance
with, and governed by, the laws of the State of California to the extent not
pre-empted by Federal law, which shall otherwise control.
15. Severability of Provisions
If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed and enforced as if such
provisions had not been included.
16. Payment to Minors etc.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting therefor shall be
deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Committee, the Company and other parties with respect
thereto.
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17. Headings and Captions
The headings and captions herein are provided for reference
and convenience only, shall not be considered part of this Agreement and shall
not be employed in the construction of this Agreement.
18. No Right of Employment
No action by the Company, the Board or the Committee in
establishing or administering this Agreement shall be construed as giving you
the right to be retained in the employ of the Company or any Subsidiary.
IN WITNESS WHEREOF, the Company and you have duly executed
this Agreement.
BW/IP INTERNATIONAL, INC.
By: /s/P. C. Valli
-----------------------
/s/Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
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Employee Name: Xxxxxxx X. Xxxxxxx
Number of Shares:100,000
Option Price: $25.00
1995 STOCK OPTION AGREEMENT
This 1995 STOCK OPTION AGREEMENT (the "Agreement"), dated as
of October 19, 1995, is between BW/IP International, Inc. a Delaware corporation
(the "Company"), and Xxxxxxx X. Xxxxxxx.
The 1992 Long Term Incentive Plan (the "Plan") is intended to
provide incentives to executives and other key employees of the Company and its
parent or subsidiaries by providing them with opportunities for stock ownership
under the Plan. "Subsidiary" means any company of which the Company owns,
directly or indirectly, the majority of the combined voting power of all classes
of stock. Capitalized terms used in this Agreement and not defined herein shall
have the meaning assigned to such terms in the Plan.
The Company's Board of Directors (the "Board") has designated
its Compensation and Benefits Committee as the committee to administer the Plan
(the "Committee").
The Committee has granted to you an option under the Plan to
purchase Common Stock, par value $.01 per share ("Common Shares"), of the
Company on the terms set forth below.
To evidence the option so granted, and to set forth its terms
and conditions as provided in the Plan, you and the Company agree as follows:
1. Grant of Option; Option Price
The Company hereby evidences and confirms its grant to you on
October 19, 1995 of an option (the "Option") to purchase the number of Common
Shares shown above at an option price of $25.00 per share which is the fair
market value of the optioned shares (as defined in the Plan) on the day the
Option was granted. The Option shall be subject to the provisions of the Plan.
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2. Term for Exercise
On October 19, 1998, the Option shall become exercisable,
subject to the provision hereof, and shall remain exercisable over the remaining
term of the Option. The Option may be exercised from time to time, in whole or
in part, up to the number of shares with respect to which it is then
exercisable. Except as an earlier expiration date is specified by this
Agreement, the Option shall expire at 4:00 P.M., Long Beach, California time, on
the tenth anniversary of the date of grant of this Option.
Notwithstanding the foregoing, upon the occurrence of a Change
in Control (as defined in the Plan), the Option shall become immediately and
fully exercisable as to all shares to which the Option relates and shall remain
exercisable until expiration or termination of the option.
3. Who May Exercise
During your lifetime, the Option may be exercised only by you.
If you die during your employment with the Company or a Subsidiary and prior to
the expiration date specified in Section 2 hereof, the Option may be exercised
to the extent you could have exercised it on the date of your death, by your
estate, personal representative or beneficiary who acquired the right to
exercise it by will or by the laws of descent and distribution, at any time
prior to 4:00 P.M., Long Beach, California time, on the earlier of the
expiration date specified in Section 2 or the first anniversary of your death.
On the earlier of such expiration date or anniversary, the unexercised portion
of the Option shall expire.
4. Exercise after Termination of Employment
(a) Permissive Periods of Exercise. If you cease, other than
by reason of death, disability or retirement as determined under the Plan, to be
employed by the Company or a Subsidiary, the Option shall terminate at 4:00
P.M., Long Beach, California time, on the earlier of the expiration date
specified in Section 2 hereof, or the date which is ninety (90) days after the
day your employment by the Company or a Subsidiary ends. If you retire in
accordance with the terms of the Plan, the Option shall terminate at 4:00 P.M.,
Long Beach, California time, on the earlier of the expiration date specified in
Section 2 hereof, or the third anniversary of the date of your retirement. If
you die while an employee, or if your employment terminates by reason of
disability while an employee, all Options may,
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unless earlier terminated in accordance with Section 2 hereof, be exercised by
you, or by your estate or appropriate representative until the date which is one
(1) year after your termination of employment. In the event of any such
termination of employment or retirement, any installment not exercisable on the
date thereof shall lapse and be thereafter unexercisable. Whether you have
retired, and whether authorized leave of absence or absence or military of
governmental service may constitute employment, shall be conclusively determined
for the purposes of this Agreement by the Committee in its discretion.
(b) Forfeiture of Option. Notwithstanding the foregoing, if,
after your termination of employment, the Committee determines that, at any time
during or after your employment with the Company, you engaged in conduct that
(i) would have permitted the Company to terminate your employment
for Cause, as defined in Paragraph 7(e) of the Employment
Agreement between you and the Company, of even date herewith
(the "Employment Agreement"), had you still been employed, or
(ii) was in material violation of the covenants contained in
Paragraph 8 of the Employment Agreement, or
(iii) was intended to aid, assist or otherwise advance the efforts
of any person, group or entity in any effort to effect a
change of ownership in, or otherwise gain control of, the
Company, whether through a stock purchase, merger, asset
acquisition, proxy solicitation or any other means,
the portion of the Option that is still outstanding at the time of such
determination shall terminate and be canceled immediately upon such
determination by the Committee. Upon such a determination by the Committee, the
Company may disregard any attempted exercise of the Option by notice delivered
prior to such determination, if, at such time, the Company had not completed the
steps necessary to effect such exercise. In such case, the Company shall only be
obligated to return to you any amounts or shares of Common Stock remitted in
order to exercise such Option.
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5. Restrictions on Exercise
The Option may be exercised only with respect to full shares.
No fractional shares shall be issued. The Option shall not be exercised in whole
or part:
A. if any requisite approval or consent of, or registration
with, any governmental authority of any kind having jurisdiction over
the exercise of options shall not have been secured; or
B. unless the shares subject to the Option shall be
effectively listed on each national securities exchange on which the
Common Shares are then listed, which listing may be upon official
notice of issuance thereof.
The Company may, but need not, require as a condition to the
exercise of the Option in whole or in part at any time that you represent to the
Company in writing that you are acquiring the shares to be acquired upon such
exercise for you own account for investment only and not with a view to the
distribution thereof.
6. Manner of Exercise
To the extent the Option shall be exercisable in accordance
with the terms hereof, and subject to such administrative regulations as the
Committee may have adopted, the Option may be exercised in whole or from time to
time in part by notice in writing to the Committee, specifying the number of
shares in respect of which the Option is being exercised and accompanied by, or
providing for (if applicable), full payment of the option price (i) in United
States dollars in cash or by certified check, bank draft, or postal or express
money order, (ii) in Common Shares of the Company, represented by certificates
duly endorsed to the Company or its nominee with any requisite transfer tax
stamps attached, the fair market value of which shall be equal to the option
price for the shares with respect to which the Option is being exercised, or
(iii) in a combination of (i) and (ii) above. The fair market value of any
Common Shares delivered pursuant to the immediately preceding sentence shall be
determined on the basis of the mean of the high and low prices for a Common
Share on the Consolidated Trading Tape on the day of the exercise or, if there
was no such sale on the day of exercise, on the day next preceding the day of
exercise on which there was such a sale.
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In the event that the Option shall be exercised by a person
other than you in accordance with the provisions of Section 3 hereof, such
person shall furnish the Company with evidence satisfactory to it of his or her
right to exercise the same and of payment or provision for the payment of any
estate, transfer, inheritance or death taxes payable with respect to the Option
or with respect to related shares or payment. The Company may require you or the
other person exercising the Option to furnish or execute such documents as the
Company shall deem necessary to evidence such exercise, to determine whether
registration is then required under the Securities Act of 1933, or to comply
with or satisfy the requirements of the Securities Act of 1933 or any other law.
In the exercise of your option, with the consent of the
Committee, you may elect to use a cashless exercise method through an
established arrangement with a stock broker; you may select your own broker or
use a special broker arrangement procedure set up by the Company. If you so
elect, (i) your election and choice of broker should be included in your notice
of exercise; (ii) whereupon, the Company shall deliver the shares with respect
to which the option is exercised to the selected broker; (iii) which broker
shall, in turn, sell a sufficient number of shares at then-current fair market
value to cover (x) the aggregate exercise price of the options and (y) required
Federal and state income tax withholding. All remaining shares would be returned
to you or disposed of by the broker in accordance with your instructions.
7. Nonassignability
The Option is not assignable or transferable except by will or
by the laws of descent and distribution to the extent contemplated by Section 3
hereof. At your request, Common Shares purchased on exercise of the Option may
be issued or transferred in your name and the name of another person jointly
with the right of survivorship.
8. Rights as Shareholder
You shall have no rights as a shareholder with respect to any
shares covered by the Option until the issuance of a certificate or certificates
to you for such shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the issuance of such certificate or
certificates.
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9. Capital Adjustments
Upon the occurrence of an event described in Section 8 of the
Plan, the number and price of the Common Shares covered by the Option, as well
as the Option itself, shall be proportionately adjusted in accordance with the
terms of that Section.
10. Withholding Taxes
The Company shall have the right to deduct withholding taxes
from any payments made pursuant to this Agreement or to make such other
provisions as it deems necessary or appropriate to satisfy its obligations to
withhold Federal, state or local income or other taxes incurred by reason of
payments or the issuance of Common Shares under this Agreement. Whenever under
this Agreement Common Shares are to be delivered upon exercise of an Option, the
Committee shall be entitled to require as a condition of delivery that you remit
an amount sufficient to satisfy all Federal, state and other governmental
withholding tax requirements related thereto.
11. Agreement
Nothing contained in this Agreement and no action taken
pursuant to this Agreement shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Company and you, your executor,
administrator or other personal representative, or designated beneficiary or any
other persons. Any reserves that may be established by the Company in connection
with this Agreement shall continue to be part of the general funds of the
Company and no individual or entity other than the Company shall have any
interest in such funds until paid. If and to the extent that you or your
executor, administrator or other personal representative, as the case may be,
acquires a right to receive any payment from the Company pursuant to this
Agreement, such right shall be no greater than the right of an unsecured general
creditor of the Company.
12. Notices
You shall be responsible for furnishing the Committee with the
current and proper address for the mailing of notices and delivery of
agreements, Common Shares and cash pursuant to this Agreement. Any notices
required or permitted to be given shall be in writing and deemed given if
directed to the person to whom addressed at such address
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and mailed by regular United States mail, first-class and prepaid. If any item
mailed to such address is returned as undeliverable to the addressee, mailing
will be suspended until you furnish the proper address. Notice may also be given
by telegram, telex or cable. Notice shall be effective upon receipt. This
provision shall not be construed as requiring the mailing of any notice or
notification if such notice is not required under the terms of this Agreement or
any applicable law. Notice to the Committee shall be given as follows:
BW/IP International, Inc.
000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
13. Entire Agreement
This Agreement embodies the entire agreement and understanding
between the Company and you with respect to the subject matter hereof and may
not be changed, modified or terminated orally but only by a written instrument
executed by the Company and you. The Committee shall have complete discretionary
authority to interpret this Agreement in accordance with the provisions of the
Plan.
14. Governing Law
This Agreement shall be construed and enforced in accordance
with, and governed by, the laws of the State of California to the extent not
pre-empted by Federal law, which shall otherwise control.
15. Severability of Provisions
If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed and enforced as if such
provisions had not been included.
16. Payment to Minors etc.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting therefor shall be
deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Committee, the Company and other parties with respect
thereto.
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17. Headings and Captions
The headings and captions herein are provided for reference
and convenience only, shall not be considered part of this Agreement and shall
not be employed in the construction of this Agreement.
18. No Right of Employment
No action by the Company, the Board or the Committee in
establishing or administering this Agreement shall be construed as giving you
the right to be retained in the employ of the Company or any Subsidiary.
IN WITNESS WHEREOF, the Company and you have duly executed
this Agreement.
BW/IP INTERNATIONAL, INC.
By: /s/P. C. Valli
------------------------
/s/Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
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