Exhibit 4.3
TWINLAB CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION GRANT AGREEMENT
THIS AGREEMENT, made as of this ____ day of ____, ______
between TWINLAB CORPORATION (the "Company") and ______________ (the
"Participant").
WHEREAS, the Company has adopted and maintains the Twinlab
Corporation 1999 Stock Incentive Plan for Outside Directors (the "Plan") to
promote the interests of the Company and its shareholders by providing the
Company's non-employee directors with appropriate incentives and rewards to
encourage them to take a long-term outlook when formulating policy applicable to
the Company, to provide incentives for qualified individuals to become members
of the Board of Directors, to encourage such individuals to remain on the Board
of Directors and to provide them with an equity interest in the Company;
WHEREAS, the Plan provides that the Compensation Committee of
the Board of Directors (the "Committee") shall administer the Plan;
WHEREAS, the Plan provides that as of the date following each
annual meeting of the Company each Participant shall be granted options to
purchase 2,500 shares of the common stock of the Company, par value $1.00 per
share ("Stock"); and
WHEREAS, the Company's annual meeting for 1999 was held on
__________________________;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto hereby agree as
follows.
1. Grant of Option. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Committee hereby grants to the
Participant an option (the "Option") to purchase 2,500 shares of Stock. The
Option does not constitute an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986.
2. Grant Date. The Grant Date of the Option is _________,
_____.
3. Incorporation of Plan. All terms, conditions and
restrictions of the Plan are incorporated herein and made part hereof as if
stated herein. If there is any conflict between the terms and conditions of the
Plan or this Agreement, the terms and conditions of the Plan, as interpreted by
the Committee, shall govern. Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.
4. Vesting Date. THE OPTION SHALL FIRST BECOME EXERCISABLE
WITH RESPECT TO THE FOLLOWING NUMBER OF SHARES ON THE FOLLOWING
DATES:
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Number of Shares First Date on Which Such Number of
Shares Becomes Exercisable
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833
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833
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834
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5. Exercise Price. The exercise price-per share of each share
with respect to which the Option is granted is $______, the Fair Market Value of
Stock on the Grant Date.
6. Expiration Date; Effect of Termination of Membership on the
Board of Directors.
(a) Subject to the provisions of the Plan and this Agreement,
the Option granted hereby shall expire and terminate on the tenth anniversary of
the Grant Date.
(b) In the event that a Participant's membership on the Board
of Directors terminates for any reason other than the Participant's death,
disability or the termination for Cause of the Participant's membership on the
Board of Directors, (i) the Option, to the extent that it was exercisable at the
time of such termination, shall remain exercisable until the expiration of 90
days after such termination, on which date it shall expire, and (ii) the Option,
to the extent that it was not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination; provided,
however, that the Option shall not be exercisable after the expiration of its
term.
(c) In the event that (A) a Participant's membership on the
Board of Directors terminates because of the Participant's disability or death
or (B) a Participant dies during the 90-day period under Section 6(b), (i) the
Option, to the extent that it was exercisable at the time of such termination or
death, shall remain exercisable until the expiration of one year after such
termination or death, on which date it shall expire, and (ii) the Option, to the
extent that it was not exercisable at the time of such termination or death,
shall expire at the close of business on the date of such termination or death;
provided, however, that the Option shall not be exercisable after the expiration
of its term.
(d) In the event that a Participant's membership on the Board
of Directors is terminated for Cause, the Option shall expire at the
commencement of business on the date of such termination. In the event the
Participant has been permitted to exercise the Option, in whole or in part, on
or after the date the Participant's membership on the Board of Directors is
deemed to have been terminated for Cause, such exercise shall be deemed to have
been
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void ab initio and, upon demand by the Company, the Participant shall return to
the Company any shares purchased upon such exercise, and the Company shall
return to the Participant the exercise price paid by the Participant.
(e) In the event that a Participant's membership on the Board
of Directors is terminated for Cause within one year after the Option is
exercised, in whole or in part, all gain (as such term is defined in Section 8
of the Plan) realized by the Participant from such exercise shall be paid to the
Company by the Participant upon notice from the Company to the Participant.
7. Method of Exercise.
(a) The Option shall be exercisable in whole or in part; provided,
however, that no partial exercise of the Option shall be for an aggregate
exercise price of less than $1,000. The partial exercise of the Option shall not
cause the expiration, termination or cancellation of the remaining portion
thereof. Upon the partial exercise of the Option, this Agreement shall be
returned to the Participant together with the delivery of the certificates
described in Section 7(d).
(b) The Option shall be exercised by delivering notice to the
Company's principal office, to the attention of its Secretary, no less than one
business day in advance of the effective date of the proposed exercise. Such
notice shall be accompanied by this Agreement, shall specify the number of
shares of Stock with respect to which the Option is being exercised and the
effective date of the proposed exercise and shall be signed by the Participant.
The Participant may withdraw such notice at any time prior to the close of
business on the business day immediately preceding the effective date of the
proposed exercise, in which case this Agreement shall be returned to him.
(c) Payment for shares of Stock purchased upon the exercise of the
Option shall be made on the effective date of such exercise either (A) in cash,
by certified check, bank cashier's check or wire transfer or (B) subject to the
approval of the Board of Directors, in shares of Stock owned by the Participant
and valued at their Fair Market Value on the effective date of such exercise, or
partly in shares of Stock with the balance in cash, by certified check, bank
cashier's check or wire transfer. Any payment in shares of Stock shall be
effected by the delivery of such shares to the Secretary of the Company, duly
endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents and evidences as the Secretary of the Company
shall require from time to time.
(d) Certificates for shares of Stock purchased upon the exercise of
the Option shall be issued in the name of the Participant, his beneficiary or
such other party to whom the Participant transferred the Option pursuant to
Section 9, below, as the case may be, and delivered to the Participant, his
beneficiary or such other party, as the case may be, as soon as practicable
following the effective date of such exercise.
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8. Securities Matters.
(b) The Company shall be under no obligation to (i) effect the
registration pursuant to the Securities Act of 1933 of any interests in the Plan
or any shares of Stock to be issued thereunder or to effect similar compliance
under any state laws; or (ii) to cause to be issued or delivered any
certificates evidencing shares of Stock pursuant hereto unless and until the
Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities exchange on which
shares of Stock are traded. The Committee may require, as a condition of the
issuance and delivery of certificates evidencing shares of Stock pursuant to the
terms hereof, that the recipient of such shares make such covenants, agreements
and representations, and that such certificates bear such legends, as the
Committee, in its sole discretion, deems necessary or desirable. The Participant
specifically understands and agrees that the shares of Stock, if and when issued
upon exercise of the Option, may be "restricted securities," as that term is
defined in Rule 144 under the Securities Act of 1933 and, accordingly, the
Participant may be required to hold the shares indefinitely unless they are
registered under such Act or an exemption from such registration is available.
(b) The exercise of the Option shall be effective only at such
time as counsel to the Company shall have determined that the issuance and
delivery of shares of Stock pursuant to such exercise is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Stock are traded. The Committee may,
in its sole discretion, defer the effectiveness of any exercise of the Option in
order to allow the issuance of shares of Stock pursuant thereto to be made
pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Committee shall
inform the Participant in writing of its decision to defer the effectiveness of
the exercise of the Option. During the period that the effectiveness of the
exercise of the Option has been deferred, the Participant may, by written
notice, withdraw such exercise and obtain the refund of any amount paid with
respect thereto.
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9. Transferability. The Option shall be exercisable only by
the Participant and shall not be assignable or transferable otherwise than (i)
to the Participant's spouse, children or grandchildren ("Immediate Family
Members"), (ii) to a trust or trusts for the exclusive benefit of such Immediate
Family Members, (iii) to other parties as the Committee in its absolute
discretion may from time to time approve, or (iv) by will or the laws of descent
and distribution. Following any such transfer, the Option shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
the transfer. If the Participant is incapacitated, the Option may be exercised
on the Participant's behalf by the Participant's guardian or legal
representative, provided, however, that such an exercise shall not be effective
unless and until the Committee has received evidence satisfactory to it as to
the authority of such guardian or legal representative.
10. Notices. Any notice that either party hereto or the
Committee may be required or permitted to give to the other with respect to the
Plan or this Agreement shall be in writing, and may be delivered personally or
by mail, postage prepaid, addressed as follows:
(a) if to the Company:
Twinlab Corporation
000 Xxxxx Xxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attn: [ ]
(b) if to the Committee:
Compensation Committee of the Board of Directors
Twinlab Corporation
000 Xxxxx Xxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attn: [Secretary]
(c) if to the Participant:
[Participant]
[Home address]
or to such other address as the person to whom the notice is directed shall have
designated in writing to others.
11. Delays or Omissions. No delay or omission to exercise any
right, power or remedy accruing to either party hereto upon any breach or
default of either party under this Agreement, shall impair any such right, power
or remedy of such party, nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring,
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nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of either party of any
breach or default under this Agreement, or any waiver on the part of either
party of any provisions or conditions of this Agreement, must be in a writing
signed by such party and shall be effective only to the extent specifically set
forth in such writing.
12. Integration. This Agreement, and the other documents
referred to herein or delivered pursuant hereto which form a part hereof,
contain the entire understanding of the parties with respect to its subject
matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
other than those expressly set forth herein. This Agreement, including, without
limitation, the Plan, supersedes all prior agreements and understandings between
the parties with respect to its subject matter.
13. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
14. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to the provisions governing conflict of laws.
15. Participant Acknowledgment. The Participant hereby
acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges
that all decisions, determinations and interpretations of the Committee in
respect of the Plan, this Agreement and the Option shall be final and
conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed by its duly authorized officer, and the Participant has
hereunto signed this Agreement on his own behalf, thereby representing that he
has carefully read and understands this Agreement and the Plan as of the day and
year first written above.
TWINLAB CORPORATION
By: __________________________________________
______________________________________________
[Participant]
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