Exhibit 10.1
FORM OF
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made this ______ day of _______________, _______,
between American Biltrite Inc., a Delaware corporation (the "Company"), and
_________________________ (the "Optionee").
Pursuant to the American Biltrite Inc. 1993 Stock Award and Incentive
Plan, as amended (the "Plan"), the Committee has determined that the Optionee is
to be awarded, on the terms and conditions set forth herein (and subject to the
terms and provisions of the Plan), a nonqualified stock option (an "Option") to
purchase Stock in tandem with a Limited SAR, and hereby grants such Option and
Limited SAR. Capitalized terms which are not defined in this Option Agreement
will have the meanings set forth in the Plan.
1. Number of Shares of Stock and Purchase Price. The Optionee is
hereby granted an Option to purchase _______________ shares of Stock (the
"Option Shares") at a purchase price equal to _______________ per Share (the
"Option Price") in tandem with a Limited SAR for the same number of Shares of
Stock, pursuant to the terms of this Option Agreement and the provisions of the
Plan.
2. Period of Option and Conditions of Exercise.
(a) The Option shall be deemed to have been granted on the
date hereof (the "Date of Grant") and, unless the Option is previously
terminated pursuant to this Option Agreement or the Plan, the Option shall
terminate upon the expiration of ten (10) years from the Date of Grant (the
"Expiration Date"). Upon the termination of the Option, all rights of the
Optionee hereunder shall cease.
(b) Subject to the provisions of the Plan and this Option
Agreement, the Option shall become exercisable as to twenty percent (20%) of the
Option Shares on each of the first five (5) anniversaries of the Date of Grant;
provided that, all Options shall become fully vested and exercisable upon the
occurrence of a Change in Control.
3. Termination of Employment
(a) Except as provided in this Section 3, Options may not be
exercised, and such Options shall terminate, beginning on the date the Optionee
has ceased to be employed by the Company or an Affiliate. In the event that an
Optionee ceases to be employed by the Company or an Affiliate, any Options held
by such Optionee may be exercised and shall terminate as follows:
(i) if the Optionee's termination of employment is due
to retirement, Disability (as hereinafter defined), dismissal without
Cause (as hereinafter defined) or voluntary termination with the consent
of the Company or Affiliate by which the Optionee was employed, the
Optionee may, at any time within 30 days after such termination of
employment, exercise any Options to the extent that the Optionee was
entitled to exercise such Options on the date of the Optionee's
termination of employment; and
(ii) if the Optionee dies while employed by the Company
or an Affiliate or within 30 days after the termination of his employment
by reason of retirement, Disability, dismissal without Cause or voluntary
termination with the consent of the Company or Affiliate by which the
Optionee was employed, the Optionee's legal representative may, at any
time within nine months after the Optionee's death, exercise any Options
granted to the Optionee to the extent that the Optionee was entitled to
exercise such Options on the day of the Optionee's death.
(b) For purposes of this Agreement, the Optionee's employment
will have terminated by reason of "Disability" if, as a result of the Optionee's
incapacity due to physical or mental illness, the Optionee shall have been
absent from his or her duties on a full-time basis for the entire period of six
consecutive months, and within thirty (30) days after written notice is given by
the Company to the Optionee (which may occur before or after the end of such
six-month period), the Optionee shall not have returned to the performance of
his or her duties on a full-time basis.
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(c) For purposes of this Option Agreement, "Cause" shall mean
(i) the willful and continued failure by the Optionee to substantially perform
his duties with the Company (other than any such failure resulting from the
Optionee's incapacity due to physical or mental illness), after demand for
substantial performance is delivered by the Company that specifically identifies
the manner in which the Company believes the Optionee has not substantially
performed his duties, or (ii) conviction for the commission of a felony or a
crime involving moral turpitude. For purposes of this paragraph, no act, or
failure to act, on the Optionee's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company.
Notwithstanding the foregoing, the Optionee shall not be deemed to have been
terminated for Cause without delivery to the Optionee of a "Notice of
Termination" (as hereinafter defined), from the Board finding that in the good
faith opinion of all of the members of the Board the Optionee was guilty of
conduct set forth above in clause (i) or (ii) hereof, and specifying the
particulars thereof in detail. For purposes of this paragraph, a "Notice of
Termination" shall mean a notice (communicated to the Optionee in accordance
with Section 6(d)) which shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Optionee's
employment for Cause.
4. Exercise of Option.
(a) The Option shall be exercised in the following manner: the
Optionee, or the person or persons having the right to exercise the Option upon
the death or Disability of the Optionee, shall deliver to the Company written
notice, in substantially the form of the notice attached hereto, specifying the
number of Option Shares which the Optionee elects to purchase. The Optionee must
include with the notice full payment for any Option Shares being purchased under
an Option.
(b) Payment of the Option Price for any Option Shares being
purchased must be made in cash, by certified or cashier's check, or by
delivering to the Company Stock which the Optionee already owns or by a cashless
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exercise procedure. If the Optionee pays by delivering Stock, the Optionee must
include with the notice of exercise the certificates for such Stock either duly
endorsed for transfer or accompanied by an appropriately executed stock power in
favor of the Company. The Stock delivered by the Optionee will be valued by the
Company at its Fair Market Value on the day preceding the date of exercise of
the Option, and if the value of the Stock delivered by the Optionee exceeds the
amount required to be paid pursuant to this Section 4, the Company will provide
to the Optionee, as soon as practicable, cash or a check in an amount equal to
the value, as so determined, of any fractional portion of a share of Stock, and
will issue a certificate to the Optionee for any whole share(s) of Stock,
exceeding the number of shares of Stock required to pay the Option Price.
(c) Not less than 100 Option Shares may be purchased at any
time upon the exercise of an Option, unless the number of Option Shares so
purchased constitutes the total number of Option Shares then purchasable under
the Option. The Option may be exercised only to purchase whole shares of Stock,
and in no case may a fractional share be purchased. The right of the Optionee to
purchase shares of Stock with respect to which the Option has become exercisable
may be exercised, in whole or in part at any time or from time to time, prior to
the Expiration Date or such earlier date on which the Option terminates.
(d) The Company may require an Optionee to pay, prior to the
delivery of any Option Shares to which such Optionee shall be entitled upon
exercise of any Option, an amount equal to the federal, state and local income
taxes and other amounts required by law to be withheld by the Company with
respect to any Option. Alternatively, the Optionee may authorize the Company to
withhold from the number of Option Shares he or she would otherwise receive upon
exercise of an Option, that number of Option Shares having a Fair Market Value
equal to the amount of such required tax.
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5. Miscellaneous.
(a) Entire Agreement. This Option Agreement and the Plan
contain all of the understandings and agreements between the Company and the
Optionee concerning this Option and Limited SAR and supersedes all earlier
negotiations and understandings, written or oral, between the parties with
respect thereto. The Company and the Optionee have made no promises, agreements,
conditions or understandings, either orally or in writing, that are not included
in this Option Agreement or the Plan.
(b) Captions. The captions and section numbers appearing in
this Option Agreement are inserted only as a matter of convenience. They do not
define, limit, construe or describe the scope or intent of the provisions of
this Option Agreement.
(c) Counterparts. This Option Agreement may be executed in
counterparts each of which when signed by the Company or the Optionee will be
deemed an original and all of which together will be deemed the same Agreement.
(d) Notices. Any notice or communication having to do with
this Option Agreement must be given by personal delivery or by certified mail,
return receipt requested, addressed, if to the Company or the Committee, to the
attention of the Secretary of the Company at the principal office of the Company
and, if to the Optionee, to the Optionee's last known address contained in the
personnel or other records of the Company.
(e) Succession and Transfer. Each and all of the provisions of
this Option Agreement are binding upon and inure to the benefit of the Company
and the Optionee and their respective estate, successors and assigns; provided,
however, that the Options and Limited SAR granted hereunder shall not be
transferable by the holder thereof other than by will or by the laws of descent
and distribution and may be exercised, during the lifetime of the Optionee, only
by the Optionee or by his or her guardian, custodian or legal representative.
(f) Amendments. Subject to the provisions of the Plan, this
Option Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.
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(g) Governing Law. This Option Agreement and the rights of all
persons claiming hereunder will be construed and determined in accordance with
the laws of the Commonwealth of Massachusetts without giving effect to the
choice of law principles thereof.
(h) Benefits of this Agreement. Nothing in this Option
Agreement shall be construed to give to any person or entity other than the
Company and the Optionee any legal or equitable right, remedy or claim under
this Option Agreement; but this Option Agreement shall be for the sole and
exclusive benefit of the Company and the Optionee.
(i) Option Agreement Subject to Plan. This Option Agreement is
made under and subject to the provisions of the Plan, and all of the provisions
of the Plan are hereby incorporated herein as provisions of this Agreement. If
there is a conflict between the provisions of this Option Agreement and the
provisions of the Plan, the provisions of the Plan will govern. By signing this
Agreement, the Optionee confirms that he or she has received a copy of the Plan
and has had an opportunity to review the contents thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
AMERICAN BILTRITE INC.
By: _________________________
Name:
Title:
_____________________________
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AMERICAN BILTRITE INC.
STOCK OPTION AGREEMENT
NOTICE OF EXERCISE
___________________, ______
American Biltrite Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Secretary
Gentlemen:
On _____________, _____ I was granted an option by American Biltrite Inc.
(the "Company") under the Company's 1993 Stock Award and Incentive Plan (the
"Plan") and a stock option agreement, between myself and the Company, dated as
of _____________, _____ (the "Option Agreement"). This letter is to notify you
that I wish to purchase Option Shares under the Option Agreement as set forth
below.
Exercise of Stock Option(s)
1. I wish to purchase ________ Option Shares at the current exercise
price of $________ per share for a total cost of $________
2. I am paying for these Option Shares as follows:
______ By enclosing cash and/or a certified or cashier's
check payable to the Company in the amount of
$_______.
______ By enclosing a stock certificate duly endorsed for
transfer or accompanied by an appropriately
executed stock power in favor of the Company,
representing ________ shares of Common Stock of
the Company ("Stock").
______ By cashless exercise procedure.
3. I am paying the local, state and federal withholding taxes and/or
all other taxes that the Company has advised me are due as follows:
______ By enclosing cash and/or a certified or cashier's
check payable to the Company in the amount of
$________.
______ By enclosing a stock certificate duly endorsed for
transfer or accompanied by an appropriately
executed stock power in favor of the Company,
representing _________ shares of Stock.
______ By authorizing the Company to withhold from the
number of Option Shares I would otherwise receive
that number having a fair market value equal to
the tax amount due.
Very truly yours,
______________________________
Optionee's Signature
Name and Address ______________________________
(please print)
______________________________
______________________________
______________________________
Telephone Number ( )
______________________________
Social Security Number ______________________________
