Exhibit 10.10
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
EQUITY INCENTIVE AWARD PLAN FOR DIRECTORS OF
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
AND SUBSIDIARIES
STOCK OPTION AGREEMENT
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DATE OF GRANT: JUNE 15, 1999
W I T N E S S E T H :
1. GRANT OF OPTION. Pursuant to the provisions of the Equity Incentive
Award Plan for Directors of X.X. Xxxxxxxx Tobacco Holdings, Inc. and
Subsidiaries (the "Plan"), X.X. Xxxxxxxx Tobacco Holdings, Inc. (the "Company")
on the above date has granted to
(THE "OPTIONEE"),
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subject to the terms and conditions which follow and the terms and conditions
of the Plan, the right and option to exercise from the Company a total of
10,000 SHARES
of Common Stock, par value $.01 per share, of the Company, at the exercise price
of $__________ per share (the "Option"). A copy of the Plan is attached and made
a part of this agreement with same effect as if set forth in the
agreement itself. All capitalized terms used herein shall have the meaning set
forth in the Plan, unless the context requires a different meaning.
2. EXERCISE OF OPTION.
(a) Shares may be purchased by giving the Corporate Secretary of
the Company written notice of exercise, on a form prescribed
by the Company, specifying the number of whole shares to be
purchased. The notice of exercise shall be accompanied by:
(i) tender to the Company of cash for the full purchase price of
the shares with respect to which such Option or portion
thereof is exercised; together with payment for taxes pursuant
to Section 8 herein; OR
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(ii) the unsecured, demand borrowing by the Optionee
from the Company on an open account maintained solely
for this purpose in the amount of the full exercise
price together with the instruction from the Optionee to
sell the shares exercised on the open market through a
duly registered broker-dealer with which the Company
makes an arrangement for the sale of such shares under
the Plan. This method is known as the "broker-dealer
exercise method" and is subject to the terms and
conditions set forth herein, in the Plan and in
guidelines established by the Committee. The Option
shall be deemed to be exercised simultaneously with the
sale of the shares by the broker-dealer. If the shares
purchased upon the exercise of an Option or a portion
thereof cannot be sold for a price equal to or greater
than the full exercise price plus direct costs of the
sales, then there is no exercise of the Option. Election
of this method authorizes the Company to deliver shares
to the broker-dealer and authorizes the broker-dealer to
xxxx said shares on the open market. The broker-dealer
will remit proceeds of the sale to the Company which
will remit net proceeds to the Optionee after repayment
of the borrowing, deduction of costs, if any, and
withholding of taxes. The Optionee's borrowing from the
Company on an open account shall be a personal
obligation of the Optionee which shall bear interest at
the published Applicable Federal Rate (AFR) for
short-term loans and shall be payable upon demand by the
Company. Such borrowing may be authorized by telephone
or other telecommunications acceptable to the Company.
Upon such borrowing and the exercise of the Option or
portion thereof, title to the shares shall pass to the
Optionee whose election hereunder shall constitute
instruction to the Company to register the shares in the
name of the broker-dealer or its nominee. The Company
reserves the right to discontinue this broker-dealer
exercise method at any time for any reason whatsoever.
The Optionee agrees that if this broker-dealer exercise
method under this paragraph is used, the Optionee
promises unconditionally to pay the Company the full
balance in his open account at any time upon demand.
Optionee also agrees to pay interest on the account
balance at the AFR for short-term loans from and after
demand.
(b) This Option shall not be exercisable prior to six months after
the Date of Grant, and thereafter, subject to applicable
securities regulations, shall be exercisable in full.
(c) If any shares of the Common Stock are to be disposed of in
accordance with Rule 144 under the Securities Act of 1933 or
otherwise, the Optionee shall promptly notify the Company of
such intended disposition and shall deliver to the Company at
or prior to the time of such disposition such documentation
as the Company may reasonably request in connection with such
sale and, in the case of a disposition pursuant to Rule 144,
shall
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deliver to the Company an executed copy of any notice on Form
144 required to be filed with the SEC.
3. EXPIRATION OF OPTION. The Option shall expire or terminate and may
not be exercised to any extent by the Optionee after the tenth anniversary of
the Date of Grant.
4. TRANSFERABILITY. Other than as specifically provided with regard to
the death of the Optionee, this option agreement and any benefit provided or
accruing hereunder shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and any
attempt to do so shall be void. No such benefit shall, prior to receipt thereof
by the Optionee, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Optionee.
5. CONSIDERATION TO THE COMPANY. In consideration of the granting of
this Option by the Company, the Optionee agrees to render faithful and efficient
services to the Company, with such duties and responsibilities as shall from
time to time prescribe. Nothing in this Agreement or in the Plan shall confer
upon the Optionee any right to continue in the service of the Company or any
Subsidiary as a director or in any other capacity or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries and their
respective shareholders, which are hereby expressly reserved, in connection with
the removal of the Optionee from the Board of Directors of the Company or any
Subsidiary at any time for any reason whatsoever, with or without cause, subject
to applicable law and the relevant certificate of incorporation and bylaws.
6. ADJUSTMENTS IN OPTION. In the event that the outstanding shares of
the Common Stock subject to the Option are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company or other
securities by reason of a merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, combination of shares, or
otherwise, the Committee shall make an appropriate and equitable adjustment in
the number and kind of shares or other consideration as to which the Option, or
portions thereof then unexercised, shall be exercisable. Any adjustment made by
the Committee shall be final and binding upon the Optionee, the Company and all
other interested persons.
7. APPLICATION OF LAWS. The granting and the exercise of this Option
and the obligations of the Company to sell and deliver shares hereunder shall be
subject to all applicable laws, rules, and regulations and to such approvals of
any governmental agencies as may be required.
8. TAXES. Any taxes required by federal, state, or local laws to be
withheld by the Company on exercise by the Optionee of the Option for Common
Stock shall be paid to the Company before delivery of the Common Stock is made
to the Optionee. When the Option is exercised under the broker-dealer exercise
method, the full amount of any taxes required to be withheld by the Company on
exercise of stock options shall be deducted by the Company from the proceeds.
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9. NOTICES. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, X.X. Xxxxxxxx Tobacco Holdings, Inc., 000
Xxxxx Xxxx Xxxxxx, Xxxxxxx-Xxxxx, XX 00000, and any notice required to be given
hereunder to the Optionee shall be sent to the Optionee's address as shown on
the records of the Company.
10. ADMINISTRATION AND INTERPRETATION. In consideration of the grant,
the Optionee specifically agrees that the Committee shall have the exclusive
power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan and Agreement as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be
final, conclusive, and binding upon the Optionee, the Company and all other
interested persons. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or the Agreement. The Committee may delegate its interpretive authority
to an officer or officers of the Company.
11. OTHER PROVISIONS.
a) Titles are provided herein for convenience only and are not
to serve as a basis for interpretation of the Agreement.
b) This Agreement may be amended only by a writing executed by
the parties hereto which specifically states that it is amending this Agreement.
c) THE LAWS OF THE STATE OF DELAWARE 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.
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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Optionee have executed this Agreement as of the date of Grant first above
written.
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
By
Authorized Signatory
OPTIONEE
Date: -----------------
Optionee's Home Address:
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