FORM OF STOCK OPTION AGREEMENT
Exhibit
10.8
STOCK OPTION AGREEMENT (this "Option
Agreement") made this__________ day of ____, 200_, between
American Biltrite Inc. a Delaware corporation (the "Company"), and
________________ (the "Optionee").
Pursuant to the American Biltrite Inc.
1999 Stock Option Plan for Non-Employee Directors (as it may be amended or
restated from time to time, the "Plan"), on ___________, _____ (the "Date of
Grant"), the Optionee was 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. This Option Agreement memorializes
that Option grant. Capitalized terms used herein but which
are not defined in this Option Agreement will have the meanings
set forth in the Plan.
1. Number of Shares of Stock
and Option Price. The Option is exercisable for the purchase
of up to ______ shares of Stock (the "Option Shares") at an exercise price
equal to $____ per Option Share (the "Option Price"), pursuant to the
terms of this Option Agreement and the provisions of the
Plan.
2. Period of Option and
Conditions of Exercise.
(a) Unless
the Option is previously terminated pursuant to this Option
Agreement, the Option shall terminate upon the expiration of ten 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 all of the Option Shares on the date which is six months
after the Date of Grant.
3. Termination of
Service. Notwithstanding any provision of this Option Agreement or
the Plan to the contrary, Options shall become exercisable in full on the date
the Optionee ceases to serve as a member of the Board for any reason. Options
may not be exercised, and such Options shall terminate, as of the third
anniversary of the date the Optionee ceases to serve as a member of the Board
for any reason, provided, however, that if the
Optionee dies within the nine-month period ending on the third anniversary of
the date on which the Optionee ceases to serve as a member of the Board, the
Optionee's legal representative may, at any time within nine months after the
Optionee's death, exercise any Options granted to the Optionee, further provided,
however, that
in no event may an Option be exercised following the Expiration
Date.
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 of exercise 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. 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 executed stock powers
in favor of the Company with signatures guaranteed by a national bank or trust
company or a member of a national securities exchange. The Stock delivered
by the Optionee will be valued by the Company at its Fair Market Value on the
date of exercise of the Option, as provided in the Plan.
(c) 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.
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 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.
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(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
Option 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.
(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 State of Delaware
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 Option 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 Option
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.
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IN WITNESS WHEREOF, the parties have
executed this Option Agreement on the date and year first above
written.
By: _________________________________
Name:
Title:
OPTIONEE
By:
_________________________________
Name:
Title:
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NOTICE OF
EXERCISE
_______________,
_____
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 1999
Stock Option Plan for Non-Employee Directors (as it may be amended or restated
from time to time, the "Plan"), which was memorialized in 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. Capitalized terms used but not defined herein will have the
meanings set forth in the Plan or the Option Agreement, as
applicable.
Exercise
of Stock Option(s)
1. I
wish to purchase __________ Option Shares at the Option Price of $__________ per
share for a total cost of $__________
2. I
am paying for these Option Shares as follows:
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By
enclosing cash and/or a certified or cashier's check payable to the
Company in the amount of
$__________.
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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").
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By
broker assisted cashless exercise
procedure.
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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:
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By
enclosing cash and/or a certified or cashier's check payable to the
Company in the amount of
$__________.
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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.
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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.
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Very
truly yours,
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________________________________
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Optionee's
Signature
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Name
and Address
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________________________________
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(please
print)
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________________________________
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________________________________
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Telephone
Number
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( )
_____________________________
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Social
Security Number
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________________________________
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