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EXHIBIT 10.4
_-_-__ GRANT
FORM OF
SYBRON DENTAL SPECIALTIES, INC.
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
Option granted this _nd day of ________________, 200_, by SYBRON DENTAL
SPECIALTIES, INC., a Delaware corporation (hereinafter called the "Company"),
to (FirstName) (IT) (LastName) (hereinafter called the "Grantee") pursuant
to the Sybron Dental Specialties, Inc. 2000 Outside Directors' Stock Option Plan
(the "Plan"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Plan.
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares Optioned; Purchased Price. The Company grants to
the Grantee the right and option to purchase, on the terms and conditions
hereof, all or any part of an aggregate of 10,000 shares of Company common
stock, par value $0.01 per share ("Company Stock"), at the purchase price of
$_________ per share.
2. Period for Exercise. This Option shall become exercisable
immediately upon the date of grant (__________ _, 200_). All rights to exercise
this Option shall terminate upon the earlier of (a) ten (10) years from the date
the Option is granted (__________ _, 200_), or (b) two (2) years from the date
the Grantee ceases to be a Director.
3. Method of Exercising Option. Subject to Section 2, above, this
Option may be exercised in whole or in part from time to time by the Grantee
through written notice of the exercise given to the Company specifying the
number of shares to be purchased and accompanied by payment in full of the
exercise price therefor. The exercise price may be paid in cash, by check, or by
delivering shares of Company Stock which have been beneficially owed by the
Grantee, the Grantee's spouse or both of them for a period of at least six
months prior to the time of exercise ("Delivered Stock"), or a combination of
cash and Delivered Stock. Delivered Stock shall be valued at its Fair Market
Value determined as of the date of exercise of this Option. The Grantee shall
not be under any obligation to exercise this Option at any time.
4. Method of Valuation. For all purposes of this Agreement, the Fair
Market Value of shares of Company Stock on any date shall mean the average of
the highest and lowest quoted selling prices for the Company Stock on the
relevant date, or (if there were no sales on such date) the average of the means
between the highest and lowest quoted selling prices on the nearest day before
and the nearest day after the relevant date, as reported in The Wall Street
Journal or a similar publication selected by the Committee.
5. Deferral of Exercise. If at any time the Board of Directors of the
Company shall determine, in its discretion, that the listing, registration, or
qualification of securities upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
this Option or the issue or purchase of securities hereunder, this Option may
not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board. In particular, without limitation,
although the Company intends to exert its best efforts so that the shares
purchasable upon the exercise of the Option will be registered under, or exempt
from the registration requirements of, the federal Securities Act of 1933 (the
"Act") and any applicable state securities law, if the exercise of this Option
or any part of it would otherwise result in the violation by the Company of any
provision of the Act or of any state securities law, the Company may require
that such exercise be deferred until the Company has taken appropriate action to
avoid any such violation.
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6. Nontransferability. This Option shall not be transferable or
assignable by the Grantee except by last will and testament or the laws of
descent and distribution and shall be exercisable during the Grantee's lifetime
only by the Grantee or by the Grantee's guardian or legal representative;
provided, however, that this option shall be transferable in whole or in part to
a "family member" as defined in General Instruction A.1(a)(5) of Form S-8 under
the Securities Act of 1933. In the event of Xxxxxxx's death, the Grantee's
beneficiary designated pursuant to Section 14 of this Option or, in the absence
of any such designation, the personal representative of the Grantee's estate or
the person or persons to whom this Option is transferred by will or the laws of
descent and distribution may exercise this Option in accordance with its terms.
7. Rights as Shareholder. The Grantee shall not be deemed the holder
of any shares covered by this Option until such shares are fully paid and issued
to him/her upon exercise of this Option.
8. Changes in Stock. In the event any stock dividend is declared upon
the Company Stock, or if there is any stock split, stock distribution or other
recapitalization of the Company with respect to the Company Stock, resulting in
a split or combination or exchange of shares, the number and kind of shares then
subject to this Option and the per share purchase price therefor shall be
proportionately and appropriately adjusted without any change in the aggregate
purchase price to be paid therefor.
9. Notices. Any notice to be given to the Company under the terms of
this Option shall be addressed to the Company, in care of its Secretary, at 0000
X. Xxxxxxx Xxx, Xxxxxx, XX 00000. Any notice to be given to the Grantee may be
addressed to the Grantee at his/her address as it appears on the Company's
records, or at such other address as either party may hereafter designate in
writing to the other. Any such notice shall be deemed to have been duly given if
and when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, certified and deposited, postage prepaid, in a post office or branch
post office regularly maintained by the United States Government.
10. Provisions of the Plan Controlling. This Option is subject in all
respects to the provisions of the Plan. In the event any conflict between any
provision of this Option and the provisions of the Plan, the provisions of the
Plan shall control. Grantee hereby acknowledges receipt of a copy of the Plan.
11. Successors. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
12. Government and Other Regulations. The obligation of the Company to
sell and deliver shares of stock pursuant to an exercise of this Option shall be
subject to all applicable laws, rules and regulations and the obtaining of all
such approvals by governmental agencies as may be deemed necessary or desirable
by the Board of Directors of the Company, including (without limitation) the
satisfaction of any applicable federal, state and local tax withholding
requirements (subject to the provisions of Section 6.05 of the Plan).
13. Construction. Except as otherwise required by applicable federal
laws, this Option shall be governed by, and construed in accordance with, the
laws of the state of the Company's incorporation.
14. Beneficiary Designation. The Grantee may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or successively)
who shall be entitled to exercise this Option in accordance with its terms in
the event of Grantee's death before he or she exercises (or transfers, if
permitted by this Option) all of his or her outstanding options. Each such
designation shall revoke all prior designations, shall be in a form prescribed
by the Company, and will be effective only when filed by the Grantee in writing
with the Human Resources Department of the Company.
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IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President and attested by its Secretary or one of
its Assistant Secretaries, and the Grantee has hereunto set his/her hand and
seal, all as of the day and year first above written, which is the date of the
granting of the Option evidenced hereby.
SYBRON DENTAL SPECIALTIES, INC.
By: ________________________________
President
ATTEST:
________________________________
________________________________
Grantee
