ANGELICA CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.3
XXXXXXXX
CORPORATION
Xxxxxxxx
Corporation, a Missouri corporation (the ?Company?), and the person designated
in Section 1 below (the ?Optionee?) hereby agree as follows:
Section
1. Basic Terms.
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Name
of Optionee:
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Xxxxx
X. Xxx Xxxxx
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Social
Security Number of Optionee:
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Number
of Shares Subject to Option:
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25,000
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Option
Price/Base Price Per Share:
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$28.35
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Grant
Date of Option:
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June
6, 2005
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Expiration
Date of Option:
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June
5, 2015
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Table
Regarding Exercisability:
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Number
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Date
of First
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of
Shares
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Exercisability
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1
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25,000
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January
28, 2006
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The
Option may become exercisable earlier than the above schedule upon the
occurrence of a Change in Control as set forth in Section 2 of this Agreement.
The Optionee must be employed by the Company on the Date of First Exercisability
set forth in the table for the applicable portion of the Option to become
exercisable on that date.
Section
2. Entire Agreement.
This
Agreement consists of the provisions set forth on this cover page and the
further provisions set forth on the following pages. The Optionee represents
that he has read and understood such further provisions, which are binding
on
the parties as if set forth on this cover page.
IN
WITNESS WHEREOF, the parties have executed this Stock Option Agreement in
duplicate as of the Grant Date.
XXXXXXXX
CORPORATION
| By |
/s/
Xxxxxxx X. O?Hara
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/s/
Xxxxx X. Xxx Xxxxx
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Chief
Executive Officer
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Optionee
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XXXXXXXX
CORPORATION
This
Stock Option Agreement (this ?Agreement?), along with its cover page, represents
the agreement regarding the grant of a stock option (the ?Option?) by and
between the Company and the Optionee pursuant to that certain Employment
Agreement dated June 1, 2005 by and between the Company and the
Optionee.
| 1. | GRANT OF OPTION. The Company hereby grants to the Optionee the right, privilege and option to purchase the number of shares of common stock, $1.00 par value per share (the ?Common Stock?), of the Company at a price per share, both as reflected in the cover page, in the manner and subject to the conditions provided herein. The Option is not intended to be an Incentive Stock Option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended, with respect to any shares subject hereto. |
| 2. | TIME OF EXERCISE OF OPTION. The Option shall become exercisable as provided on the cover page, except all options granted to Optionee under the Agreement that are not then exercisable shall become immediately exercisable upon the occurrence of a Change in Control as set forth in the Employment Agreement. The Option will become exercisable on the date(s) set forth in this Agreement but only to the extent that the Optionee is employed by the Company on such date(s). Once exercisable, the Option shall remain exercisable until such Option terminates pursuant to Section 4 of this Agreement. |
| For purposes of this Agreement, a ?Change in Control? means: |
(i)
the
acquisition by any individual, entity or group, or a Person (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of ownership of 20%
or more
of either (a) the then outstanding shares of common stock of the Company
(the ?Outstanding Company Common Stock?) or (b) the combined voting
power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the ?Outstanding Company Voting
Securities?); or
(ii)
individuals who, as the date hereof, constitute the Board (the ?Incumbent
Board?) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to
the
date hereof whose election, or nomination for election, by the Company?s stockholders was approved
by a
vote of at least a majority of the directors then comprising the Incumbent
Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, as a member of the Incumbent Board, any such individual
whose initial assumption of office occurs as a result of either an actual
or
threatened election contest or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board; or
(iii)
approval by the stockholders of the Company of a reorganization, merger or
consolidation, in each case, unless, following such reorganization, merger
or
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consolidation,
(1) more than 50% of, respectively, the then outstanding shares of
common
stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger
or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities,
as
the case may be, (2) of such corporation and the combined voting
power of
the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly
or
indirectly, by no Person beneficially owns, directly or indirectly, 20% or
more
of, respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors, and (3) at
least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing for
such
reorganization, merger or consolidation; or
(iv)
approval by the stockholders of the Company of (a) a complete liquidation
or dissolution of the Company or (b) the sale or other disposition
of all
or substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (1) more
than 50% of, respectively, the then outstanding shares of common stock all
or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition
in
substantially the same proportion as their ownership, immediately prior to
such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (2) no
Person
beneficially owns, directly or indirectly, 20% or more of, respectively,
the
then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (3) at
least a
majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition
of
assets of the Company.
| 3. | METHOD OF EXERCISE OF OPTION. The Option shall be exercisable in whole or in part to the extent then exercisable by written notice delivered to the Office of General Counsel of the Company stating the number of shares with respect to which the Option is being exercised, accompanied by payment (i) by check or, in the discretion of the Compensation and Organization Committee, by either (ii) the delivery to the Company of shares of Common Stock then owned by the Optionee having a fair market value equal to |
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| the exercise price of all shares of Common Stock subject to such exercise or (iii) by any combination of cash and stock. | |
| 4. |
TERMINATION
OF OPTION.
The Option, to the extent exercisable on the date that the Optionee
ceases
to be an employee of the Company, shall terminate in all events
on the
earliest to occur of the
following:
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| (i) | the Expiration Date specified in the cover page; or | |
| (ii) | three months after the date on which the Optionee ceases to be an employee of the Company for any reason other than death, retirement or disability; or | |
| (iii) | twelve months after the date on which the Optionee ceases to be an employee of the Company due to death; or | |
| (iv) | twelve months after the date on which the Optionee ceases to be an employee of the Company due to retirement or disability, provided, however, that, if the Optionee dies within the twelve-month period after his or her termination of employment due to retirement or disability, then three months after his death or the remainder of the twelve-month period, whichever is longer. | |
| 5. | NON-TRANSFERABILITY OF OPTION. The Option is non-transferable by the Optionee except by will or the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order (as defined in Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules promulgated thereunder) or to a Permissible Transferee, and shall be exercisable during the Optionee?s lifetime only by the Optionee or by a Permissible Transferee. In the event of the Optionee?s death, a Permissible Transferee or the executor or administrator of the Optionee?s estate, as applicable, may exercise the Option. For purposes of this Agreement, a ?Permissible Transferee? is (i) one or more members of the Optionee?s family, (ii) one or more trusts for the benefit of the Optionee and/or one or more members of the Optionee?s family, or (iii) one or more partnerships (general or limited), corporations, limited liability companies or other entities in which the aggregate interests of the Optionee and members of the Optionee?s immediate family exceed 80 percent of all interests. The Optionee?s immediate family for this purpose includes only the Optionee?s spouse, children and grandchildren. |
| 6. | ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. If the Company shall at any time change the number of issued shares of Common Stock without new consideration to the Company (such as by stock dividends or stock splits), there shall be a corresponding adjustment as to the number of shares covered under the Option and in the purchase price per share, to the end that the Optionee shall retain the Optionee?s proportionate interest without change in the total purchase price under the Option. |
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