EXHIBIT 10.48
READING & XXXXX CORPORATION
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") between Reading &
Xxxxx Corporation, a Delaware corporation ("Company") and Xxxx X. Xxxx,
Xx. ("Optionee"),
WITNESSETH:
WHEREAS, the Committee that administers the Reading & Xxxxx
Corporation 1995 Long-Term Incentive Plan ("Plan") has selected the
Optionee, the Chairman, President and Chief Executive Officer of the
Company, to receive a nonqualified stock option under the terms of the
Plan as an incentive to the Optionee to remain in the employ of the
Company and contribute to the performance of the Company, on the terms and
subject to the conditions provided herein;
NOW THEREFORE, for and in consideration of these premises, it
is hereby agreed as follows:
1. The Option is issued in accordance with and subject to
all of the terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the
Committee and are in effect on the date hereof. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in
the Plan.
2. On the terms and subject to the conditions contained
herein, the Committee hereby grants to the Optionee an option for a term
of ten years ending on December 5, 2005 ("Option Period") to purchase from
the Company 600,000 shares ("Option Shares") of the Company's Common
Stock, at a price equal to $13.875 per share.
3. This Option shall not be exercisable, except upon the
death or disability of the Optionee, until after 6 months immediately
following the date this Option is granted, and thereafter shall be
exercisable for Common Stock as follows:
(a) After one year following the effective date of
grant, this Option shall be exercisable for any number of shares up to and
including, but not in excess of, 33-1/3% of the aggregate number of shares
subject to this Option; and
(b) After two years following the effective date of
grant, this Option shall be exercisable for any number of shares up to and
including, but not in excess of, 66-2/3% of the aggregate number of shares
subject to this Option; and
(c) After three years following the effective date of
grant, this Option shall be exercisable for any number of shares of Common
Stock up to and including, but not in excess of, 100% of the aggregate
number of shares subject to this Option;
provided the number of shares as to which this Option becomes exercisable
shall, in each case, be reduced by the number of shares theretofore
purchased pursuant to the terms hereof.
4. The option herein granted may be exercised by the
Optionee by giving written notice to the Secretary of the Company setting
forth the number of Option Shares with respect to which the option is to
be exercised, accompanied by payment for the shares to be purchased and
any appropriate withholding taxes, and specifying the address to which the
certificate for such shares is to be mailed. Payment shall be by means of
cash, certified check, bank draft or postal money order payable to the
order of the Company. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to the
Optionee certificates for the number of Option Shares with respect to
which such option has been so exercised.
5. Subject to approval of the Committee, which shall not be
unreasonably withheld, the Optionee may pay for any Option Shares with
respect to which the option herein granted is exercised by tendering to
the Company other shares of Common Stock at the time of the exercise or
partial exercise hereof. The certificates representing such other shares
of Common Stock must be accompanied by a stock power duly executed with
signature guaranteed. The value of the Common Stock so tendered shall be
its Fair Market Value.
6. If the Optionee's employment with the Company is
terminated during the Option Period for any reason other than death or
disability or "Good Reason" or during a "Window Period" (in each case as
"Good Reason" and "Window Period" are defined in that certain Employment
Agreement between the Company and Optionee dated as of January 1, 1992, as
amended, ("Employment Agreement")) whether during or after the Employment
Period (as defined in the Employment Agreement), then (i) the options
herein granted to him that are not exercisable on the date of his
termination of employment shall thereupon terminate, and (ii) any options
herein granted to him that are exercisable on the date of his termination
of employment may be exercised by the Optionee during a three-month period
beginning on such date, unless the Option Period shall expire prior to
such date, and shall thereafter terminate.
7. If the Optionee's employment with the Company is
terminated (whether during or after the Employment Period, as defined
above) (i) by the Optionee for Good Reason or during a Window Period; (ii)
for any reason by the Company other than for "Cause" (as defined in the
Employment Agreement) or (iii) by reason of death or disability, then (a)
the Options granted to him that are not exercisable on the date of such
termination of employment shall be thereupon be fully exercisable, and (b)
all Options then held by the Optionee, whether theretofore exercisable or
exercisable by reason of the termination of employment may be exercised by
the Optionee during the full remaining term of this Option; provided,
however, that all Options granted hereunder shall expire and not be
exercisable on the first anniversary of the Optionee's death.
8. The option herein granted shall not be transferable by
the Optionee otherwise than as permitted by Section 13 of the Plan.
During the lifetime of the Optionee, such option shall be exercisable only
by him. No transfer of the option herein granted shall be effective to
bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of such evidence as the Committee may deem
necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions hereof.
9. The Optionee shall have no rights as a stockholder with
respect to any Option Shares until the date of issuance of a certificate
for Option Shares purchased pursuant to this Agreement. Until such time,
the Optionee shall not be entitled to dividends or to vote at meetings of
the stockholders of the Company.
10. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is
required in connection with the option herein granted. The Optionee may
pay all or any portion of the taxes required to be withheld by the Company
or paid by the Optionee in connection with the exercise of all or any
portion of the option herein granted by electing to have the Company
withhold shares of Common Stock, or by delivering previously owned shares
of Common Stock, having a Fair Market Value equal to the amount required
to be withheld or paid. The Optionee must make the foregoing election on
or before the date that the amount of tax to be withheld is determined
("Tax Date"). Any such election is irrevocable and subject to disapproval
by the Committee. If the Optionee is subject to the short-swing profits
recapture provisions of Section 16(b) of the Exchange Act, any such
election shall be subject to the following additional restrictions:
(a) Such election may not be made within six months of
the grant of this option, provided that this limitation shall not apply in
the event of death or disability.
(b) Such election must be made either in an Election
Window (as hereinafter defined) or at such other time as may be consistent
with Section 16(b)(3) of the Exchange Act. Where the Tax Date in respect
of the exercise of all or any portion of this Option is deferred until
after such exercise and the Optionee elects stock withholding, the full
amount of shares of Common Stock will be issued or transferred to the
Optionee upon exercise of this Option, but the Optionee shall be
unconditionally obligated to tender back to the Company on the Tax Date
the number of shares necessary to discharge with respect to such Option
exercise the greater of (i) the Company's withholding obligation and (ii)
all or any portion of the holder's federal and state tax obligation
attributable to the Option exercise. An Election Window is any period
commencing on the third business day following the Company's release of a
quarterly or annual summary statement of sales and earnings and ending on
the twelfth business day following such release.
11. Upon the acquisition of any shares pursuant to the
exercise of the option herein granted, the Optionee will enter into such
written representations, warranties and agreements as the Company may
reasonably request in order to comply with applicable securities laws or
with this Agreement.
12. The certificates representing the Option Shares
purchased by exercise of an option will be stamped or otherwise imprinted
with a legend in such form as the Company or its counsel may require with
respect to any applicable restrictions on sale or transfer, and the stock
transfer records of the Company will reflect stop-transfer instructions,
as appropriate, with respect to such shares.
13. Unless otherwise provided herein, every notice hereunder
shall be in writing and shall be given by registered or certified mail.
All notices of the exercise by the Optionee of any option hereunder shall
be directed to Reading & Xxxxx Corporation, Attention: Secretary, at the
Company's current address. Any notice given by the Company to the
Optionee directed to him at his address on file with the Company shall be
effective to bind any other person who shall acquire rights hereunder.
The Company shall be under no obligation whatsoever to advise the Optionee
of the existence, maturity or termination of any of the Optionee's rights
hereunder and the Optionee shall be deemed to have familiarized himself
with all matters contained herein and in the Plan which may affect any of
the Optionee's rights or privileges hereunder.
14. Whenever the term "Optionee" is used herein under
circumstances applicable to any other person or persons to whom this
award, in accordance with the provisions of Paragraph 8, may be
transferred, the word "Optionee" shall be deemed to include such person or
persons. References to the masculine gender herein also include the
feminine gender for all purposes.
15. Notwithstanding any of the other provisions hereof, the
Optionee agrees that he will not exercise the option herein granted, and
that the Company will not be obligated to issue any shares pursuant to
this Agreement, if the exercise of the option or the issuance of such
shares of Common Stock would constitute a violation by the Optionee or by
the Company of any provision of any law or regulation of any governmental
authority or any national securities exchange.
16. The option to purchase Option Shares evidenced by this
Agreement shall be fully and immediately exercisable upon a Change of
Control of the Company as defined in the Employment Agreement.
17. This Agreement is subject to the Plan, a copy of which
has been provided the Optionee and for which the Optionee acknowledges
receipt. The terms and provisions of the Plan (including any subsequent
amendments thereto) are incorporated herein by reference. In the event of
a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. All definitions of words and terms contained in
the Plan shall be applicable to this Agreement.
18. In the event of a corporate merger or other business
combination in which the Company is not the surviving entity, the economic
equivalent number of the voting shares of common stock of, or
participating interests in, the surviving entity, based on the terms of
such merger or other business combination, shall be substituted for the
Option Shares hereunder, and the price per share set out in Section 2
hereof shall be adjusted to reflect substantially the same economic
equivalent value of the Option Shares to the Optionee immediately prior to
any such merger or other business combination.
IN WITNESS WHEREOF, this Agreement is executed this 6th day of
February, 1996, effective as of the 5th day of December, 1995.
READING & XXXXX CORPORATION
By:
Xxxx X. Xxxx, Xx.
