STOCK OPTION AGREEMENT DARLING INTERNATIONAL INC.
STOCK OPTION AGREEMENT
DARLING INTERNATIONAL INC.
This Stock Option Agreement (the “Agreement”) is made and entered into as of the 13th day of December 2000, by and between Darling International Inc., a Delaware corporation (herein called the “Company”), and Xxxxx Xxxxx (herein called the “Employee”).
To induce Employee to undergo the personal and business disruption which will be entailed in his devoting at least 24 hours per week for an indefinite period to his duties as Chairman and Chief Executive Officer of the Company, the Company has determined to xxxxx Xxxxx options to purchase 540,000 shares of the Company’s common stock at $.50 per share (the closing market value on the date hereof under the Darling International 1994 Employee Flexible Stock Option Plan (the “Plan”)).
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and good and valuable consideration, the parties hereto agree as follows:
- The Company hereby grants to Taura as a matter of separate
inducement and in lieu of any salary or other compensation for his services, the
right and option to purchase, at the time and on the terms and conditions
hereinafter set forth, five hundred forty thousand (540,000) shares of the
presently authorized common stock, par value $.01 per share, of the Company at
the exercise price of $.50 per share, subject to adjustment as provided in
paragraph 6.
- This option shall be exercisable immediately and shall expire
at the close of business on September 30, 2010 (the “Expiration
Date”). Except as provided in paragraph 4, this option shall continue to be
exercisable by Employee until the Expiration Date notwithstanding the
termination of Employee’s employment for any reason, except if prior to
September 30, 2001, Employee shall sever his relation as an officer and
director, the Option shall be of no further force and effect. This option shall
be exercisable during the lifetime of the Employee only by him.
- The option granted hereby shall be exercisable upon and subject to the following terms and conditions:
- The option granted hereby may be exercised by delivering to
the Secretary of the Company a written notice specifying the number of shares
the Employee then desires to purchase.
- Upon receipt of Employee’s written notice of exercise,
the Company shall allow the Employee to consummate the purchase of the number of
shares indicated in the notice of exercise in accordance with the terms of this
Agreement.
- The Employee shall have delivered to the Secretary of the
Company a check payable in United States currency for an amount equal to the
option price for such number of shares; or, with the prior consent of the
Committee of the Company, and upon receipt of all regulatory approvals,
certificates for Common Stock of the Company held at least 6 months, and at the
Fair Market Value (as hereinafter defined) of such Common Stock on the date of
exercise of this option, as payment of all or any portion of the option price
for such number of shares. The check or, if applicable, the certificates shall
be accompanied by such other instruments or agreements duly signed by the
Employee as in the opinion of counsel for the Company may be necessary or
advisable in order that the issuance of such number of shares comply with
applicable rules and regulations under the Securities Act of 1933, as amended
(the “Act”), any appropriate state securities laws or any requirement
of any national securities exchange on which such stock may be traded. As soon
as practicable after any such exercise of the option in whole or in part by the
Employee, the Company will deliver to the Employee a certificate for the number
of shares with respect to which the option shall have been so exercised, issued
in the Employee’s name. Such stock certificate shall carry such appropriate
legend, and such written instructions shall be given to the Company’s
Transfer Agent, as may be deemed necessary or advisable by counsel to the
Company to satisfy the requirements of the Act or any state securities laws.
“Fair Market Value” shall mean the closing market price of the
Company's Common Stock on the American Stock Exchange on the date of
exercise, or if the Company’s shares are not listed on the American Stock
Exchange then the closing market price on the principal market on which the
Company’s shares are traded on the date of exercise; if there were no
trades on the date of exercise then the closing market price on the most recent
date trading occurred shall be used.
- The option granted hereby may be exercised by delivering to
the Secretary of the Company a written notice specifying the number of shares
the Employee then desires to purchase.
- If the Employee dies prior to the expiration of this option,
the option may be exercised for the full number of shares, or any portion
thereof, at any time within (i) twelve (12) months from the date of death of the
Employee or (ii) the unexpired term of this option, whichever is shorter, by the
person or persons to whom the Employee’s rights under this option shall
pass by the Employee's will or by the laws of descent and distribution,
whichever is applicable.
- The Company shall not be required to issue or deliver any
certificates for shares purchased upon the exercise of this option prior to (i)
the obtaining of any approval from any governmental agency which the Company
shall, in its sole discretion, determine to be necessary or advisable; (ii) the
completion of any registration or other qualification of such shares under any
state or federal law or ruling or regulation of any governmental body which the
Company shall determine to be necessary or advisable; and (iii) the tender by
the Employee to the Company of the full purchase price plus any federal, state
or local tax owned by Employee as a result of exercising this option if the
Company has a legal liability to satisfy such tax.
- If, prior to the delivery of all the shares in respect to
which this option is granted, there shall be any change in the number of shares
of Common Stock, through the declaration of stock dividends, or recapitalization
resulting in stock splits, or combinations or exchanges of such shares, the
number of shares covered by this option, and the price per share of this option
shall be proportionately adjusted to reflect any increase or decrease in the
number of issued shares of Common Stock; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. In the event of any
other extraordinary corporate transaction, including but not limited to
distributions for cash or other property to the Company’s shareholders, the
option shall be equitably adjusted to preserve, but not increase, the benefits
of the option. If, prior to the delivery of all the shares in respect to which
this option is granted, there shall be a proposed dissolution or liquidation of
the Company, or any corporate separation or division, including, but not limited
to, split-up, split-off, or in the event of a merger or consolidation of the
Company with another corporation, the Employee shall have the right to exercise
this option (at its then option price) for the kind and amount of shares of
stock and other securities, property, cash or any combination thereof receivable
upon such dissolution, liquidation, or corporate separation or division, or
merger or consolidation, by a holder of the number of shares of Common Stock for
which this option might have been exercised immediately prior to such
dissolution, liquidation, or corporate separation or division, or merger or
consolidation.
- Neither the Employee nor his legal representative shall be or
have any of the rights or privileges of a shareholder of the Company in respect
to any of the shares issuable upon the exercise of this option unless and until
certificates representing such shares shall have been issued and delivered to
the Employee or his legal representative.
- Neither the granting of this option, the exercise of any part
hereof, nor any provision of this Agreement shall constitute or be evidence of
any understanding, express or implied, on the part of the Company, to employ the
Employee for any specified period.
- Except as otherwise herein provided, this option and the
rights and privileges conferred hereby may not be transferred, assigned,
pledged, hypothecated or in any way transferred by Employee.
- As promptly as practicable, the Company hereby agrees to
register this option and the shares of common stock issuable upon exercise
hereof (“Option Shares”) under the Securities Act of 1933 (the
“Act”) on Form S-8 or, if such form is not available, then it will
register the Option Shares on such other SEC registration form as shall enable
Employee or his representatives to sell the Option Shares.
- >Pursuant to an agreement in customary form, the Company will
indemnify and hold Employee and his representatives or any underwriter or broker
(“Indemnitees”) harmless from any loss, liability, cost or expense
arising out of such registration, except for information furnished for inclusion
in a registration statement as to which the Indemnitees shall indemnify the
Company.
- The Company has reserved the Option Shares and will list the
Option Shares on the American Stock Exchange (“AMEX”) or, if the
Company’s shares are not traded on the AMEX, then on such other market, or
markets, on which the Company’s shares are traded.
- In connection with the exercise of the option by the
Employee and, as a condition to the Company’s obligation to deliver shares
upon exercise of the option, the Employee shall make arrangements satisfactory
to the Committee to ensure that the amount of federal, state or local
withholding tax, if any, required to be withheld with respect to delivery of the
shares is made available by the Employee for timely payment of the tax by the
Company to the appropriate taxing authority.
- The terms and provisions of the Plan are incorporated
herein by reference and, in the event of any conflict between the terms and
provisions of this Agreement and those of such Plan, the terms and provisions of
this Agreement shall prevail and be controlling. Any capitalized terms used in
this Agreement which are not defined herein shall have the meanings provided
such terms under the Plan.
- This Agreement may be amended only pursuant to a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, the Company has duly executed this Agreement.
| DARLING INTERNATIONAL INC. | ||
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| ATTEST: | ||
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| /s/ Xxxxxx X. Xxxxxx | By: /s/ Xxxx X. Xxxx | |
| Xxxxxx X. Xxxxxx | Xxxx X. Xxxx | |
| Secretary | Executive Vice President, | |
| Finance and Administration | ||
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| (S E A L) |
