FORM 10-K Page 42
Exhibit 10.8(a)
CONE XXXXX CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 9th day of November, 1994 between
Cone Xxxxx Corporation, a North Carolina corporation having its principal office
at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx (hereinafter called the
"Company"), and (management name), a key management employee of the Company
(hereinafter called the OPTION Holder").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has adopted, and the
shareholders have approved, the 1992 Stock Option Plan, a copy of which is
annexed hereto as Exhibit A (hereinafter called the "Plan"); and
WHEREAS, the Company recognizes the value to it of the services of
the Option Holder as a key management employee and is desirous of furnishing him
or her with added incentive and inducement to contribute to the success of the
Company; and
WHEREAS, on November 9, 1994 pursuant to the provisions of the Plan,
the Compensation Committee, which is the stock option committee as designated by
the Board of Directors of the Company, (a) granted to the Option Holder,
pursuant to Article III of the Plan, an option in respect of the number of
shares hereinbelow set forth, (b) designated the option a Nonqualified Stock
Option, (c) fixed and determined the option price hereinbelow set forth, and (d)
approved the form of this Agreement:
NOW, THEREFORE, in consideration of the mutual promises and
representations herein contained and other good and valuable consideration, it
is agreed by and between the parties hereto as follows:
1. Subject to the Plan, the terms and provisions of which are incorporated
herein by reference, the Company hereby grants to the Option Holder a
Nonqualified Stock Option to purchase, on the terms and subject to the
conditions hereinafter set forth, all or any part of an aggregate of
(number of shares) shares of the Common Stock ($0.10 par value) of
the Company at the purchase price of $12.00 per share (the "Option"),
exercisable in the
FORM 10-K Page 43
Exhibit 10.8(a) (continued)
amounts and at the times set forth in this paragraph 1. Unless sooner
terminated as provided in Section 6(f) of Article I of the Plan or in
this Agreement, the Option shall terminate, and all rights of the
Option Holder hereunder shall expire, on November 8, 2004. In no event
may the Option be exercised after November 8, 2004.
The Option may be exercised as follows:
(a) up to (sharesa) shares (20% of the total shares
subject to the Option) at any time after May 9, 1995
and prior to termination of the Option;
(b) up to (sharesb) shares (40% of the total shares
subject to the Option), less any shares previously
purchased pursuant to the Option, at any time after
May 9, 1996 and prior to termination of the Option;
(c) up to (sharesc) shares (60% of the total shares
subject to the Option), less any shares previously
purchased pursuant to the Option, at any time after
May 9, 1997 and prior to termination of the Option;
(d) up to (sharesd) (80% of the total shares subject
to the Option), less any shares previously purchased
pursuant to the Option, at any time after May 9, 1998
and prior to termination of the Option;
(e) up to (xxxxxxx) (100% of the total shares
subject to the Option), less any shares previously
purchased pursuant to the Option, at any time after
May 9, 1999 and prior to termination of the Option;
provided, however, that not less than one hundred shares may be
purchased at any one time unless the number purchased is the total
number that may be purchased under the Option at that time; and further
provided, that no more than fifty percent (50%) of the shares granted
pursuant to this Option may be exercised in any one calendar year.
2. Subject to Section 6 of this Agreement, the option or any part thereof
may, to the extent that it is exercisable, be exercised in the manner
provided in Section 6(c) of Article I of the Plan. Payment of the
aggregate option price for the number of shares purchased shall be made
in the manner provided in Section 6(d) of Article I of the Plan.
FORM 10-K Page 44
Exhibit 10.8(a) (continued)
3. The Option or any part thereof may be exercised during the lifetime of
the Option Holder only by the Option Holder and, except as provided in
Section 6(f) of Article I of the Plan, may be exercised only while the
Option Holder is in the employ of the Company.
4. Except as provided in Section 6(e) and 6(f) of Article I of the Plan
with respect to transfers upon the death of the Option Holder, the
Option shall not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of law or otherwise. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the
Option or any right of privilege confirmed hereby contrary to the
provisions hereof, the Option and the rights and privileges confirmed
hereby shall immediately become null and void.
5. If the Corporation shall be a party to any merger of consolidation in
which it is not the surviving corporation or pursuant to which the
shareholders of the Corporation exchange their Common Stock or if the
Corporation shall dissolve or liquidate or sell all or substantially
all of its assets, all options outstanding under this Plan shall
terminate on the effective date of such merger, consolidation,
dissolution, liquidation or sale; provided, however, that the Board of
Directors, in its discretion, may prior to such effective date,
accelerate the time at which any outstanding option may be exercised,
may authorize a payment to each optionee that approximates the economic
benefit that the optionee would realize if the option were exercised
immediately before such effective date, may authorize a payment in such
other amount as it deems appropriate to compensate each optionee for
the termination of this option, or may arrange for the granting of a
substitute option to each optionee.
6. The Option Holder acknowledges that, upon exercise of the option, he or
she will recognize ordinary income for federal and state income tax
purposes (generally in an amount equal to the difference between the
fair market value of the purchased shares on the date of exercise and
the option price therefor) and the Company will be entitled to a
corresponding deduction and that, consequently, no exercise of the
option will be effective until he or she has paid, or made arrangements
for payment, to the Company an amount equal to the income and other
taxes that the Company is required to withhold from the Option Holder
as a result of his or her exercise of the option.
FORM 10-K Page 45
Exhibit 10.8(a) (continued)
7. Any notice to be given to the Company shall be addressed to the
Secretary of the Company at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx
Xxxxxxxx 00000.
8. Nothing herein contained shall affect the right of the Option Holder to
participate in and receive benefits under and in accordance with the
provisions of any pensions, insurance or other benefit plan or program
of the Company as in effect from time to time and for which he or she
is eligible.
9. Nothing herein contained shall affect the right of the Company, subject
to the terms of any existing contractual arrangement to the contrary,
to terminate the Option Holder's employment at any time for any reason
whatsoever.
10. This Agreement shall be binding upon and inure to the benefit of the
Option Holder, his or her personal representatives, heirs and legatees,
but neither this Agreement nor any rights hereunder shall be assignable
or otherwise transferable by the Option Holder except as expressly set
forth in this Agreement or in the Plan.
11. Other terms and conditions:
The Tax Reimbursement Provisions of Article III, Paragraph 1 of the
Cone Xxxxx Corporation 1992 Stock Option Plan are applicable to the
option granted and described herein.
CONE XXXXX CORPORATION
By
Xxxxx X. Xxxxxxxxxxx, Secretary
