1996 Stock Option Plan Agreement for C. Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx, Inc.
Stock Option Agreement
Pursuant to the 1996 Stock Option Plan
Name: C. Xxxxxx Xxxxxxx
"Participant"
This agreement certifies your receipt of an option grant under the
Xxxxxxx Xxxxx, Inc. 1996 Stock Option Plan. All aspects of this
grant shall be governed by the terms and conditions of this
agreement, in addition to those in the Plan document which has been
given to you along with this agreement. The terms and conditions
which apply to your option are contained in these documents.
This document shall constitute an agreement between you and Xxxxxxx
Xxxxx, Inc. only if a copy signed by you is received by Xxxxxxx
Xxxxx Inc.'s Compensation Committee within ninety days of the date
of this agreement. By signing this agreement, you acknowledge
receipt of the Plan document and acceptance and agreement with all
terms and conditions of the option grant and the Plan document.
The Company and Participant acknowledge that the purpose of the
grant of the option is designed to align the interests of the
Company's stockholders and Participant through the Participant's
ownership of the stock acquired through the exercise of the
options.
The Participant represents and warrants that they are bona fide
residents of the State of Iowa.
ACCEPTED and AGREED: Xxxxxxx Xxxxx, Inc.
_________________________________
Xxxxxx X. XxXxxxxxxxxx, President
_____________________ _______ ______________________ _______
Participant Date Chairman--Compensation Date
Committee of the Board
Stock Option Agreement
Terms and Conditions
Number of Shares: 20,000 Option Price: $24.375
Date of Grant: Sept. 12, 1996 Expiration Date: Oct. 12, 2006
Vesting: The Option becomes vested and may be exercised upon the
earlier of 9 1/2 years after grant or upon and to the extent that
the achievement of the Cumulative Net Income Goals as specified
below:
The Cumulative Net Income Goals of the Company are as set forth in
Table 1 below. The Cumulative Net Income of the Company
(hereinafter the "CNI") through each of the dates listed in Table
1 below shall mean the sum of the Company's Annual Net Income as
reported in the Company's Audited Financial Statements for each of
the years beginning January 1, 1996 through such dates. To the
extent that the Company fails to obtain the minimum CNI designated
for any performance period, no options shall become vested. To the
extent that CNI meets or exceeds the minimum CNI designated for any
performance period the amount of options vested shall be
proportionately equal to the amount that CNI exceeds the minimum to
the maximum set forth on Table 1. To the extent that the CNI
exceeds the maximum designated for any performance period, no
additional options in excess of the maximum shall vest. The amount
of shares vested throughout the term of the Option shall not exceed
the total number of Option shares granted. Once Option shares are
vested, such shares shall remain vested in subsequent years
notwithstanding the failure to meet subsequent performance
criteria. Notwithstanding the foregoing, no fractional shares
shall be required to be issued by the Company. Options shall
become vested upon certification by the Company's accountants of
the Company's Annual Net Income and the certification of CNI by the
Compensation Committee.
TABLE 1:
% Total Cumulative Net Income (000) Starting 1/1/96 Through
Vested 12/31/98 12/31/99 12/31/00
100% -- -- $93,900
75% -- -- 89,486
67% -- $70,900 88,073
50% -- 67,737 85,071
33% $50,000 64,574 --
25% 45,940 -- --
0% -- -- --
Treatment Upon Termination: In the case of the Participant's
termination of employment from the Company, any of its subsidiaries
or joint ventures, the Options granted herein shall terminate as
provided in Table 2, below. For purposes of this Agreement,
"Termination for Cause" shall mean termination of employment for
theft or misappropriation of company's funds/assets, or the
Participant's conviction of a felony. Disability shall mean a
Participant who is disabled as defined under the Company's
Disability Plan, if any, or under the Social Security Rules.
TABLE 2:
Treatment of Post-Termination
Reason for Termination Unvested Options Exercise Period
Termination for cause All forfeited None
Voluntary quit or All forfeited 90 days
involuntary for any
reason other than for
cause
Death or disability Prorata vesting Remainder of option
over five years period
based on actual
service since date
of grant
Retirement from the Prorated vesting Remainder of option
Board of Directors at based on actual period
or after age 65 or, service since date
with Committee consent, of grant through
retirement prior to nine years and
age 65 six (6) months
Retirement from the All forfeited Ninety days
Board of Directors
prior to age 65 without
Committee consent
Change in Control: Upon a Change in Control of the Company,
unvested options become vested depending on when the Change in
Control occurs. Upon a Change in Control Options granted
hereunder, to the extent not previously vested, shall become vested
to the extent set forth in Table 3. The amount vested upon a
Change in Control shall be determined by multiplying the percentage
set forth across from the year in which the Change in Control
occurs by the total number of unvested Options shares granted
herein.
TABLE 3:
In 1996 -- 0% vesting In 1998 -- 75% vesting
In 1997 -- 50% vesting In 1999 or thereafter -- 100% vesting
Committee Discretion: The Participant and Company acknowledge that
a material acquisition or divestiture of a business activity or
business unit (by merger, stock swap or other similar transactions)
by the Company may be a material change in the operations of the
Company that may justify an amendment to the performance vesting
schedule set forth in Table 1. The Participant and Company agree
that in such an event the Compensation Committee shall have the
right to make an appropriate adjustment to Table 1, as determined
in the good faith judgment of the Compensation Committee, provided
that any adjustment shall only be made prospectively and shall be
made within 120 days of the consummation of the transaction which
justifies the amendment.
Change in Duties or Position of Participant: So long as the holder
of an Option shall continue to be a Participant of the Company or
one or more of its subsidiaries his Option shall not be affected by
any change of duties or position.
