EXHIBIT 10(21)
XXXXX XXXXXXXXXXX COMPANY
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated __________________ (the "Granting Date"), is made by
and between Xxxxx Xxxxxxxxxxx Company, a Delaware corporation (the "Company"),
and ______________ (the "Optionee").
WHEREAS, the Company has adopted the Xxxxx Xxxxxxxxxxx Company Amended and
Restated 2002 Stock Option Plan (the "Plan") pursuant to which the Company may,
from time to time, grant options to Key Employees and non-Employee Directors to
purchase shares of the Company's common stock;
WHEREAS, the Optionee is a non-Employee Director of the Company; and
WHEREAS, the Company desires to grant to the Optionee a nonqualified stock
option to purchase shares of the Company's common stock on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. INCORPORATION OF PLAN. The Plan is attached hereto as EXHIBIT A and
incorporated herein by this reference, and all of the terms and conditions
therein shall be deemed to be included as part of the terms and conditions of
this Agreement. In the event of a conflict, the terms and conditions of the Plan
shall control. All terms used herein which are defined in the Plan shall have
the meanings given them in the Plan.
2. GRANT OF STOCK OPTION. The Company hereby grants the Optionee an option
(the "Option") to purchase at the times hereinafter set forth, in one or more
exercises, all or any part of an aggregate of _________ shares of the Company's
common stock (the "Shares") for an exercise price of $_______ per share.
3. CONSIDERATION TO THE COMPANY. In consideration of the granting of this
Option by the Company, the Optionee agrees to render faithful and efficient
services as a Director of the Company. Nothing in this Agreement or in the Plan
shall confer upon the Optionee any right to continue as a Director of the
Company or shall interfere with or restrict in any way the rights of the
Company, which are hereby expressly reserved, to remove the Optionee as a
Director of the Company at any time for any reason whatsoever, with or without
cause. In addition, nothing in this Agreement or in the Plan shall require the
Optionee to continue as a Director of the Company.
4. TIMING AND MANNER OF EXERCISE. The Option shall be 100% exercisable on
the Granting Date.
The Option shall expire as to all of the Shares ten (10) years after the
Granting Date except the Option (or a portion thereof) shall terminate earlier
as provided in Section 4.3(a) of the Plan.
The Optionee may exercise the Option for all or any part of the Shares by
delivering to the Company a written notice in accordance with Section 4.3(d) of
the Plan.
5. NOTICES. Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Secretary of the Company at Xxxxx
Xxxxxxxxxxx Company, 0000 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxx 00000,
and any notice to be given to the Optionee shall be addressed to him at the
address given beneath his signature hereto. By a notice given pursuant to this
Section 5, either party may hereafter designate a different address for notices
to be given to him. Any notice which is required to be given to the Optionee
shall, if the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5. Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.
6. TITLES. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
7. AMENDMENT. This Agreement may be amended only by a writing executed by
the parties hereto which specifically states that it is amending this Agreement.
8. GOVERNING LAW. The laws of the State of Kansas shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
9. NON-ASSIGNABILITY. Except as otherwise provided herein or in the Plan,
the Option and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of the Option, or of any right or privilege conferred hereby,
or upon the levy of any attachment or similar process upon the rights and
privileges conferred hereby, contrary to the provisions hereby, this Option and
the rights and privileges conferred hereby shall immediately become null and
void.
10. BINDING EFFECT. Except as expressly stated herein to the contrary, the
Agreement shall be binding upon and inure to the benefit of the respective
heirs, legal representatives, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
THE COMPANY: THE OPTIONEE:
XXXXX XXXXXXXXXXX COMPANY
By:___________________________________ ______________________________________
Name:______________________________ Printed Name:_________________________
Title: ____________________________ Address of the Optionee:
______________________________________
______________________________________
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