THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
ISSUED PURSUANT TO THE XXXXXXX ENTERPRISES, INC. 1991 INCENTIVE COMPENSATION
PLAN THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
STOCK OPTION AGREEMENT
FOR THE GRANT OF
NON-QUALIFIED STOCK OPTIONS UNDER THE
XXXXXXX ENTERPRISES, INC.
1991 INCENTIVE COMPENSATION PLAN
THIS AGREEMENT is entered into as of September 25,
1992, by and between Xxxxxxx Enterprises, Inc., a Louisiana
corporation ("SEI"), and Xxxxxxx X. Xxxxxxx, Xx.
("Optionee").
WHEREAS Optionee is a key employee of SEI and SEI
considers it desirable and in its best interest that
Optionee be given an inducement to acquire a proprietary
interest in SEI and an added incentive to advance the
interests of SEI by possessing an option to purchase shares
of the Class A common stock of SEI, no par value per share
(the "Common Stock") in accordance with the Xxxxxxx
Enterprises, Inc. 1991 Incentive Compensation Plan (the
"Plan"), which was adopted by the Board of Directors on May
30, 1991 and approved by the shareholders of SEI on
September 19, 1991.
NOW, THEREFORE, in consideration of the premises, it is
agreed by and between the parties as follows:
X.
Xxxxx of Option
SEI hereby grants to Optionee effective September 25,
1992 (the "Date of Grant") the right, privilege and option
to purchase 40,000 shares of Common Stock (the "Option") at
an exercise price of $20.00 per share (the "Exercise
Price"). The Option shall be exercisable at the time
specified in Section II below. The Option is a non-
qualified stock option and shall not be treated as an
incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
II.
Time of Exercise
2.1 Subject to the provisions of the Plan and the
other provisions of this Section II, the Optionee shall be
entitled to exercise his Option as follows:
25% of the total number of shares
covered by the option
beginning on September 25,
1993;
50% of the total number of shares
covered by the option
beginning on September 25,
1994, less any shares
previously issued;
75% of the total number of shares
covered by the option
beginning on September 25,
1995, less any shares
previously issued; and
100% of the total number of shares
covered by the option
beginning on September 25,
1996, less any shares
previously issued.
The Option shall expire and may not be exercised later than
September 25, 1997.
2.2 During Optionee's lifetime, the Option may be
exercised only by him or his curator if he has been
interdicted. If Optionee's employment is terminated, other
than as a result of death or disability, the Option must be
exercised, to the extent exercisable at the time of
termination of employment, within 30 days of the date on
which he ceases to be an employee, except that the Committee
may upon request extend the period after termination of
employment during which the Option may be exercised, but in
no event later than five years after the Date of Grant.
2.3 If an Optionee ceases to be an employee because of
disability within the meaning of Section 22(e)(3) of the
Code, the Option must be exercised, to the extent otherwise
exercisable, within one year from the date on which he
ceases to be an employee, but in no event later than five
years after the Date of Grant.
2.4 In the event of Optionee's death, the Option may
be exercised by his estate, or by the person to whom such
right evolves from him by reason of his death, to the extent
otherwise exercisable, within one year from the date of
death, but in no event later than five years after the Date
of Grant.
III.
Method of Exercise of Option
3.1 Optionee may exercise all or a portion of the
Option by delivering to SEI a signed written notice of his
intention to exercise the Option, specifying therein the
number of shares to be purchased. Upon receiving such
notice, and after SEI has received full payment of the
Exercise Price, the appropriate officer of SEI shall cause
the transfer of title of the shares purchased to Optionee on
SEI's stock records and cause to be issued to Optionee a
stock certificate for the number of shares being acquired.
Optionee shall not have any rights as a shareholder until
the stock certificate is issued to him.
3.2 The Option may be exercised by the payment of the
Exercise Price in cash, in shares of Common Stock held for
six months or in a combination of cash and shares of Common
Stock held for six months. The Optionee may also pay the
Exercise Price by delivering a properly executed exercise
notice together with irrevocable instructions to a broker
approved by SEI (with a copy to SEI) to promptly deliver to
SEI the amount of sale or loan proceeds to pay the Exercise
Price.
IV.
No Contract of Employment Intended
Subject to the terms of any Employment Agreement that
may be in effect from time to time, nothing in this
Agreement shall confer upon Optionee any right to continue
in the employment of SEI or any of its subsidiaries, or to
interfere in any way with the right of SEI or any of its
subsidiaries to terminate Optionee's employment relationship
with SEI or any of its subsidiaries at any time.
V.
Binding Effect
This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs,
executors, administrators and successors.
VI.
Non-Transferability
The Option granted hereby may not be transferred,
assigned, pledged or hypothecated in any manner, by
operation of law or otherwise, other than by will or by the
laws of descent and distribution and shall not be subject to
execution, attachment or similar process.
VII.
Inconsistent Provisions
The Option granted hereby is subject to the provisions
of the Plan as in effect on the date hereof and as it may be
amended. In the event any provision of this Agreement
conflicts with such a provision of the Plan, the Plan
provision shall control.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed on the day and year first above
written.
XXXXXXX ENTERPRISES, INC.
By: ___________________________,
Member of the Compensation
Committee
____________________________
Xxxxxxx X. Xxxxxxx, Xx.
Optionee
