EXHIBIT 10.4
Attached is the Stock Option Agreement Form that is used by the Company in
issuing options to its employees and directors. The following directors and
executives of the Company have been granted options, as described below.
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Number Of Shares Option Date Option Option
Name Of Officer/Director Date Of Grant Under Option Exercise Price Exercisable Expiration Date
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Xxxxxx Xxxxxx 12/05/95 20,000 $14.44 (1) (2)
---------------- ----------------- ---------------- ----------------- -----------------
11/19/96 30,000 $15.00 (1) (2)
---------------- ----------------- ---------------- ----------------- -----------------
09/04/97 10,000 $ 8.875 09/04/97 (2)
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Xxxxxx X. Xxxxxxx 11/19/96 20,000 $15.00 (1) (2)
---------------- ----------------- ---------------- ----------------- -----------------
09/04/97 10,000 $ 8.875 09/04/97 (2)
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Xxxxx Xxxxxx 02/01/97 20,000 $ 8.625 (1) (2)
---------------- ----------------- ---------------- ----------------- -----------------
09/04/97 10,000 $ 8.875 09/04/97 (2)
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Xxxxxxx Xxxxxxxx 11/19/96 1,000 $ 8.00 11/19/97 (2)
---------------- ----------------- ---------------- ----------------- -----------------
05/23/97 1,000 $10.25 05/23/98 (2)
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Xxxxxxx Xxxxxxxx 11/19/96 1,000 $ 8.00 11/19/97 (2)
---------------- ----------------- ---------------- ----------------- -----------------
05/23/97 1,000 $10.25 05/23/98 (2)
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
Xxxxxxx Xxxxxxxx 09/04/97 1,000 $ 8.875 09/04/98 (2)
-------------------------------- ---------------- ----------------- ---------------- ----------------- -----------------
(1) These options become exercisable in increments of 1/3 each, on the first
three anniversary dates from the Date Of Grant
(2) These options expire five years from the Date Of Grant
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EXHIBIT 10.4
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made this ___ day of _________ 199_, by and between
Technical Chemicals and Products, Inc., a Florida corporation ("Company") and
____________________ ("Optionee").
W I T N E S S E T H:
WHEREAS, Optionee is an employee of the Company;
WHEREAS, the Stock Option Committee of the Board of Directors of the
Company (the "Stock Option Committee") or the Board of Directors of the Company
has granted Optionee an option to purchase __________ shares of the Company's
common stock, par value $0.001 per share (the "Common Stock");
WHEREAS, the Company has established and adopted its Amended and Restated
1996 Stock Option Plan (the "Plan"), pursuant to which it may grant options to
purchase shares of its Common Stock;
WHEREAS, Optionee and the Company desire to formalize the terms and
conditions of such options in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Grant of Option.
Subject to and upon the terms and conditions set forth in this
Agreement, the Company hereby grants to Optionee an incentive stock
option (sometimes hereinafter referred to as an "Option") to purchase
_____________ (_________) shares of Common Stock (the "Option Shares")
during the specified term of this Option, at a price equal to ________
Dollars ($_______) per share. This Option is granted pursuant to the
terms and conditions of the Plan, all of which terms and conditions
are hereby incorporated by reference into this Agreement. This Option
is intended by the parties hereto to be, and shall be treated as an
"incentive stock option," as such term is defined under Section 422 of
the Internal Revenue Code of 1986, as amended.
2. Specified Term; Time of Exercise.
A. This Option shall vest and shall be exercisable in whole or in part
and cumulatively, in the following amounts and on the following dates
(each a "Vesting Date"):
_______________ Option Shares on ____________, 1999___
_______________ Option Shares on ____________, 1999___, and
_______________ Option Shares on ____________, 1999___
B. Notwithstanding Section 2(A) hereof, the right to exercise this Option
with respect to any Option Shares shall expire on the earlier of (i)
__________ years from the Vesting Date of such Option Shares and (ii)
____________, 199__.
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3. Termination as Employee.
If the employment of Optionee with Company shall terminate for any
reason whatsoever, Optionee shall be entitled to exercise this Option
only with respect to those Option Shares which shall have vested prior
to the date of termination of employment, and all rights to any then
exercisable Option Shares shall terminate after the expiration of a
period of three months from the date Optionee ceases to be an employee
of the Company. This Option shall not confer upon Optionee any right
to continued employment with the Company.
4. Transferability.
This Option may not be sold, transferred, pledged, assigned,
hypothecated or otherwise disposed of except by will or the laws of
descent and distribution. In the event of the death of Optionee, this
Option, to the extent exercisable by Optionee on the date of death,
may be exercised by the estate or personal representative of Optionee
at any time within six months following the date of death of Optionee.
5. Anti-Dilution.
In the event of a merger or consolidation of Company into or with any
other corporation, or any stock dividend, stock split or
recapitalization involving shares of the Common Stock of the Company,
an appropriate adjustment shall be made in the number of shares of
Common Stock subject to this Option and in the purchase price payable
in the event of exercise of this Option in order to avoid dilution of
the proportionate equity interest in the Company represented by the
shares covered by this Option or which may be purchased for a specific
sum upon exercise of this Option.
6. Privilege of Stock Ownership.
Optionee shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any Option Shares unless and
until: (i) the Option shall have been exercised pursuant to the terms
hereof; (ii) the Company shall have issued and delivered the shares to
Optionee; and (iii) Optionee's name shall have been entered as a
stockholder of record on the books of the Company. Thereupon, Optionee
shall have full voting and other ownership rights with respect to such
Option Shares.
7. Manner of Exercising Option.
A. This Option may be exercised only as to whole shares and only by
written notice signed by Optionee (or in the case of exercise after
Optionee's death by Optionee's legal representative, executor,
administrator, heir or legatee, as the case may be) and mailed or
delivered to the Secretary of the Company at its principal office,
which notice shall: (i) specify the number of Option Shares with
respect to which the Option is being exercised; (ii) be accompanied by
payment in full in cash; (iii) if the shares of Common Stock issuable
upon exercise of the Option are not then covered by a current
registration statement of the Company under the Securities Act of
1933, as amended (the "Securities Act"), include a statement to the
effect that Optionee, or other person exercising the Option, is
purchasing the Option Shares for investment and not with a view to, or
for sale in, any distribution thereof; and (iv) if the Option is being
exercised by a person or persons other than Optionee, be accompanied
by proof satisfactory to the Company and its counsel, that such person
or persons have the right to exercise the Option. Prior to the
issuance of the Option Shares hereunder, Optionee shall execute and
deliver to the Company such other representations in writing as may be
reasonably requested by the Company in order for it to comply with the
applicable requirements of Federal and state securities laws.
B. This Option shall be deemed to have been exercised with respect to the
Option Shares specified in said notice at the time of receipt by the
Company of: (i) the notice specified in Section 7(A) hereof; (ii) any
representations reasonably required by the Company pursuant to Section
7(A) hereof; and (iii) the payment required in Section 7(A) hereof.
C. Unless the shares of Common Stock issuable upon exercise of the Option
are covered by a then current registration statement of the Company
under the Securities Act, the certificates representing the Option
Shares issued or to be issued hereunder shall be stamped or otherwise
imprinted with legends substantially in the following form:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.
8. Securities Law Requirements.
A. No Option granted hereunder shall be exercisable, in whole or in part,
and the Company shall not be obligated to sell any Option Shares if
such exercise and sale would, in the opinion of counsel for the
Company, violate the applicable requirements of Federal or state
securities laws. Each Option shall be subject to the further
requirement that, if at any time the Company shall determine in its
discretion that the listing or qualification of the Option Shares
under any securities exchange requirements or under any applicable
law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with,
the issuance of the Option Shares, such Option may not be exercised in
whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions
not acceptable to the Company.
B. If any law or regulation of any state or Federal commission or agency
having jurisdiction shall require the Company or the Optionee to take
any action with respect to the Option Shares, then the date upon which
the Company shall deliver or cause to be delivered the certificate or
certificates for the Option Shares shall be postponed until full
compliance shall have been made with all such requirements.
9. Employment. Nothing contained in this Agreement shall be deemed to
grant any right of continued employment to Optionee or to limit or
waive any rights of the Company to terminate such employment at any
time, with or without cause.
10. Section 16(b) of the Securities Exchange Act of 1934. Optionee
acknowledges that his position with the Company is sufficient to
render the Optionee an "affiliate" of the Company for securities law
purposes, and that Section 16(b) of the Securities Exchange Act of
1934, as amended, prohibits the purchase and sale or sale and purchase
of the Company's securities by all affiliates within a period of six
months. Accordingly, Optionee hereby agrees to coordinate the exercise
of the Option and the resale of the shares of Common Stock so acquired
with legal counsel for the Company so that Optionee will not violate
the provisions of Section 16(b), wittingly or unwittingly.
11. Notices.
All notices required or permitted to be given hereunder shall be duly
given if hand delivered or mailed by registered or certified mail,
postage prepaid, addressed to the following:
If to the Company, to: Technical Chemicals and Products, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Corporate Secretary
If to the Optionee, to: ________________________
________________________
________________________
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Either party shall have the right to specify in writing in the manner above
provided another address to which subsequent notices shall be given. Any
notice given hereunder shall be duly given as of the date hand delivered or
mailed.
12. General.
This Agreement includes the entire understanding of and replaces any and
all prior agreements between the parties hereto with respect to the subject
matter hereof. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of Company and the successors,
permitted assigns, personal representatives, heirs and legatees of the
Optionee, and the entities, if any, resulting from the reorganization,
consolidation or combination of the Company. If any provision of this
Agreement shall be found to be void, voidable or unenforceable,
nevertheless, the remaining provisions shall remain in force. This
Agreement shall not be modified except by an instrument in writing, signed
by the parties hereto. This Agreement shall be governed in accordance with
the laws of the State of Florida and the sole venue for any action arising
hereunder shall be Broward County, Florida. This Agreement may be executed
in counterparts and signatures may be transmitted by facsimile.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
WITNESS: Company:
TECHNICAL CHEMICALS AND PRODUCTS, INC.
________________________ By: ________________________
WITNESS: OPTIONEE:
________________________ ________________________
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