Exhibit 10.1
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made this ___st day of ___, 200_, between Congoleum
Corporation, a Delaware corporation (the "Company"), and ________________(the
"Optionee").
Pursuant to the Congoleum Corporation 1999 Stock Option Plan for
Non-Employee Directors (the "Plan"), the Committee (as described below) has
determined that the Optionee is to be awarded, on the terms and conditions set
forth herein (and subject to the terms and provisions of the Plan), a
nonqualified stock option (an "Option") to purchase Stock, and hereby grants
such Option. Capitalized terms which are not defined in this Option Agreement
will have the meanings set forth in the Plan.
1. Number of Shares of Stock and Purchase Price. The Optionee is hereby
granted an Option to purchase ____ shares of Stock (the "Option Shares") at a
purchase price equal to $_____ per Share (the "Option Price"), pursuant to the
terms of this Option Agreement and the provisions of the Plan.
2. Period of Option and Conditions of Exercise.
(a) The Option shall be deemed to have been granted on the date
hereof (the "Date of Grant") and, unless the Option is previously terminated
pursuant to this Option Agreement, the Option shall terminate upon the
expiration of ten years from the date hereof (the "Expiration Date"). Upon the
termination of the Option, all rights of the Optionee hereunder shall cease.
(b) Subject to the provisions of the Plan and this Option Agreement,
the Option shall become exercisable as to all of the Option Shares on the date
which is six months after the date hereof.
3. Termination of Service. Notwithstanding any provision of this Agreement
or the Plan to the contrary, Options shall become exercisable in full on the
date the Optionee ceases to serve as a member of the Board for any reason.
Options may not be exercised, and such Options shall terminate, as of the third
anniversary of the date the Optionee ceases to serve as a member of the Board
for any reason, provided, however, that if the Optionee dies within the
nine-month period ending on the third anniversary of the date on which the
Optionee ceases to serve as a member of the Board, the Optionee's legal
representative may, at any time within nine months after the Optionee's death,
exercise any Options granted to the Optionee, further provided, however, that in
no event may an Option be exercised following the Expiration Date.
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4. Exercise of Option.
(a) The Option shall be exercised in the following manner: the
Optionee, or the person or persons having the right to exercise the Option upon
the death or disability of the Optionee, shall deliver to the Company written
notice, in substantially the form of the notice attached hereto, specifying the
number of Option Shares which the Optionee elects to purchase. The Optionee must
include with the notice full payment for any Option Shares being purchased under
an Option.
(b) Payment of the Option Price for any Option Shares being
purchased must be made in cash, by certified or cashier's check, or by
delivering to the Company Stock which the Optionee already owns. If the Optionee
pays by delivering Stock, the Optionee must include with the notice of exercise
the certificates for such Stock either duly endorsed for transfer or accompanied
by an appropriately executed stock power in favor of the Company. The Stock
delivered by the Optionee will be valued by the Company at its Fair Market Value
on the day preceding the date of exercise of the Option.
(c) The Option may be exercised only to purchase whole shares of
Stock, and in no case may a fractional share be purchased. The right of the
Optionee to purchase shares of Stock with respect to which the Option has become
exercisable may be exercised, in whole or in part at any time or from time to
time, prior to the Expiration Date or such earlier date on which the Option
terminates.
(d) The Company may require an Optionee to pay, prior to the
delivery of any Option Shares to which such Optionee shall be entitled upon
exercise of any Option, an amount equal to the federal, state and local income
taxes and other amounts required by law to be withheld by the Company with
respect to any Option. Alternatively, the Optionee may authorize the Company to
withhold from the number of Option Shares he or she would otherwise receive upon
exercise of an Option, that number of Option Shares having a Fair Market Value
equal to the amount of such required tax.
5. Miscellaneous.
(a) Entire Agreement. This Option Agreement and the Plan contain all
of the understandings and agreements between the Company and the Optionee
concerning this Option and supersedes all earlier negotiations and
understandings, written or oral, between the parties with respect thereto. The
Company and the Optionee have made no promises, agreements, conditions or
understandings, either orally or in writing, that are not included in this
Option Agreement or the Plan.
(b) Captions. The captions and section numbers appearing in this
Option Agreement are inserted only as a matter of convenience. They do not
define, limit, construe or describe the scope or intent of the provisions of
this Option Agreement.
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(c) Counterparts. This Option Agreement may be executed in
counterparts each of which when signed by the Company or the Optionee will be
deemed an original and all of which together will be deemed the same Agreement.
(d) Notices. Any notice or communication having to do with this
Option Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, to the
attention of the Secretary of the Company at the principal office of the
Company, and, if to the Optionee, to the Optionee's last known address contained
in the personnel or other records of the Company.
(e) Succession and Transfer. Each and all of the provisions of this
Option Agreement are binding upon and inure to the benefit of the Company and
the Optionee and their respective estate, successors and assigns; provided,
however, that the Option granted hereunder shall not be transferable by the
holder thereof other than by will or by the laws of descent and distribution and
may be exercised, during the lifetime of the Optionee, only by the Optionee or
by his or her guardian, custodian or legal representative.
(f) Amendments. Subject to the provisions of the Plan, this Option
Agreement may be amended or modified at any time by an instrument in writing
signed by the parties hereto.
(g) Governing Law. This Option Agreement and the rights of all
persons claiming hereunder will be construed and determined in accordance with
the laws of the State of Delaware without giving effect to the choice of law
principles thereof.
(h) Benefits of this Agreement. Nothing in this Option Agreement
shall be construed to give to any person or entity other than the Company and
the Optionee any legal or equitable right, remedy or claim under this Option
Agreement; but this Option Agreement shall be for the sole and exclusive benefit
of the Company and the Optionee.
(i) Option Agreement Subject to Plan. This Option Agreement is made
under and subject to the provisions of the Plan, and all of the provisions of
the Plan are hereby incorporated herein as provisions of this Agreement. If
there is a conflict between the provisions of this Option Agreement and the
provisions of the Plan, the provisions of the Plan will govern. By signing this
Agreement, the Optionee confirms that he or she has received a copy of the Plan
and has had an opportunity to review the contents thereof.
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IN WITNESS WHEREOF, the parties have executed this Option Agreement on the
date and year first above written.
CONGOLEUM CORPORATION
By:_____________________________
Name: X. X. Xxxxx
Title: Chief Financial Officer
The Option has been accepted by the undersigned, subject to the terms and
provisions of the Plan and of this Option Agreement.
______________________________
Optionee
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