[Xxxxxxx Denver logo]
EXHIBIT 10.10
XXXXXXX DENVER, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
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RECIPIENT: SHARES: PURCHASE GRANT EXPIRATION
PRICE: DATE: DATE:
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This Agreement is made between Xxxxxxx Denver, Inc., a Delaware corporation,
having its principal executive office in Quincy, Illinois (the "Company"),
and the undersigned, a nonemployee director of the Company (the "Director").
The parties have agreed as follows:
1. Pursuant to the Xxxxxxx Denver, Inc. Long-Term Incentive Plan, as
amended, (the "Plan"), the Company grants to the Director a
nonstatutory option to purchase the number of shares of the Company's
common stock, par value $0.01 per share (the "Shares"), specified
above, at the price specified above, subject to the following
conditions:
(a) Subject to Sections 2 and 6, the option rights are fully
exercisable on the first anniversary of the date of grant of this
option (the "Grant Date").
(b) During the lifetime of the Director, the option rights are
exercisable only by the Director or the Director's legal
representative.
(c) The option rights shall expire at the Expiration Date specified
above, or at such earlier time as may be provided by Sections 2 or
by cash payments made in cancellation pursuant to Section 6, and
such option rights shall not be exercisable after such expiration.
2. If the Director shall cease to serve as a director of the Company by
reason of retirement in accordance with any retirement plan or policy
of the Company then in effect or by reason of disability during service
as a director, option rights not otherwise fully exercisable at the
time of such retirement or cessation of service as a director due to
disability shall become fully exercisable upon such retirement or
cessation of service, and such option rights shall be exercisable for
five years following such retirement or cessation of service (but not
after the Expiration Date). If the Director shall die during service as
a director or shall die within the five-year period during which the
option rights may be exercised following retirement or disability,
option rights not otherwise fully exercisable at the time of the death
of the Director shall become fully exercisable upon such death, and
such option rights shall be exercisable for one year following such
death (but not after the Expiration Date). If after the expiration of
one year from the Grant Date, the Director shall cease to serve as a
director of the Company for any reason other than death, disability or
retirement, the option rights shall continue to be exercisable for a
period of 90 days after such cessation of service (but not after the
Expiration Date).
3. This option may be exercised by delivering to the Company at its
principal executive office (directed to the attention of the Corporate
Secretary) a written notice, signed by the Director or a person
entitled to exercise the option by will or the laws of descent and
distribution, as the case may be, of the election to exercise the
option and stating the number of Shares in respect of which it is then
being exercised. The option shall be deemed exercised as of the date
the Company receives such notice. As an essential part of such notice,
it shall be accompanied by payment of the full purchase price of the
Shares then being purchased. In the event the option shall be exercised
by any person other than the Director, such notice shall be accompanied
by appropriate evidence of the right of such person to exercise the
option. Payment of the full purchase price may be made in (a) cash, (b)
Shares, or (c) any combination of cash and Shares, provided that any
Shares used by the Director in payment of the purchase price must have
been held by the Director for a period of more than six months, and
provided further that the Company reserves the right to prohibit the
use of Shares as payment of the purchase price. Shares used in payment
of the purchase price shall be valued at the average of the high and
low trading prices of such Shares on the composite tape of the New York
Stock Exchange or as reported in the consolidated transaction reporting
system for the date of exercise. Upon the proper exercise of the
option, the Company shall issue in the name of the person exercising
the option, and deliver to such person, a certificate or certificates
for the Shares purchased, or shall otherwise properly evidence the
purchase of such Shares in the Company's stock records. The Director
shall have no rights as a stockholder in respect of any Shares as to
which the option shall not have been effectively exercised as provided
in this Agreement.
4. This option shall not be exercisable if such exercise would violate (a)
any applicable requirement under the Securities Act of 1933, as amended
(the "Act"), the Securities Exchange Act of 1934, as amended, or the
listing requirements of any stock exchange; (b) any applicable state
securities law; or (c) any other applicable legal requirement.
Furthermore, if a registration statement with respect to the Shares to
be issued upon the exercise of this option is not in effect or if
counsel for the Company deems it necessary or desirable in order to
avoid possible violation of the Act, the Company may require, as a
condition to its issuance of the Shares, the delivery to the Company of
a commitment in writing by the person exercising the option that at the
time of such exercise it is the person's intention to acquire such
Shares for the person's own account for investment only and not with a
view to, or for resale in connection with, the distribution of such
Shares, that such person understands that the Shares may be "restricted
securities" as defined in Rule 144 issued under the Act, and that any
resale, transfer or other disposition of the Shares will be
accomplished only in compliance with Rule 144, the Act, or other or
subsequent applicable rules and regulations under the Act. The Company
may place on the certificates evidencing such Shares an appropriate
legend reflecting such commitment and the Company may refuse to permit
transfer of such Shares until it has been furnished evidence
satisfactory to it that no violation of the Act or the applicable rules
and regulations would be involved in such transfer.
5. This option may not be assigned, encumbered or transferred except, in
the event of the death of a Participant by will or by the laws of
descent and distribution. The Director shall have the right, subject to
the provisions of this Section 5, to transfer all or any portion of the
option granted under this Agreement (or an amendment thereto), for
estate planning purposes, to (a) the Director's spouse, children,
grandchildren, parents, siblings, stepchildren, stepgrandchildren or
in-laws ("Family Members"), (b) entities that are exclusively
family-related, including trusts for the exclusive benefit of Family
Members and limited partnerships or limited liability companies in
which Family Members are the only partners or members, or (c) such
other persons or entities specifically approved by the Committee of the
Board of Directors that administers the Plan (the "Committee"). The
terms and conditions applicable to the transfer of any such stock
options or portion of an option transferred by the Director shall be
established by the Committee, in its discretion but in accordance with
this Section 5 shall remain subject to the same terms and conditions as
were applicable immediately prior to the transfer, including those
provisions regarding exercisability of the option following the
cessation of employment of the Director by the Company and the death of
the Director, except that no transferee may further transfer an option
or portion of an option transferred by the Director in accordance with
this Section 5, other than by will or the laws of descent and
distribution. In order to effect a transfer in accordance with this
Section 5, the Director shall deliver to the Company (in the manner set
forth in Section 4) a Notice of Transfer of Option substantially in the
form attached to this Agreement.
6. If (i) the Company is to be merged into or consolidated with one or
more corporations and the Company is not to be the surviving
corporation, (ii) the Company is to be dissolved and liquidated, (iii)
substantially all the assets and business of the Company are to be
sold, or (iv) there occurs a "change of control" of the Company, then
the option rights not otherwise exercisable shall become fully
exercisable. In the case of a change of control, (i) the Company shall
make payment in cash to the Director in an amount equal to the
appreciation in the value of the option from the purchase price
specified in this Agreement to the "change of control price"; (ii) such
cash payment shall be due and payable, and shall be paid by the
Company, immediately upon the occurrence of the change of control; and
(iii) after such payment, the Director shall have no further rights
under this Agreement with respect to option rights outstanding at the
time of the change of control. For purposes of this Agreement, a
"change of control" and the "change of control price" shall be as
defined in Section 2 of the Plan.
7. The committee of the Board of Directors that administers the Plan (the
"Committee") shall have authority, subject to the express provisions of
the Plan, to construe this Agreement and the Plan, to establish, amend
and rescind rules and regulations relating to the Plan, and to make all
other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the
Plan or in this Agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect. All action by the Committee
under the provisions of this paragraph shall be conclusive for all
purposes.
8. The Director agrees to notify the Company promptly of the disposition,
whether by sale, exchange or otherwise, of any Shares acquired pursuant
to the exercise of this option if such disposition occurs within one
year from the acquisition of the Shares. Such notice shall state the
date and manner of disposition and the proceeds, if any, received by
the Director.
9. This Agreement and the option granted under this Agreement shall be
subject to all of the provisions of the Plan as are in effect from time
to time, which provisions of the Plan shall govern if there is any
inconsistency between this Agreement and the Plan.
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