EXHIBIT 4.3
XXXXXXXXXX LABORATORIES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
WITH NONEMPLOYEE DIRECTOR
This Agreement, made as of _______________________, 19___, by and between
XXXXXXXXXX LABORATORIES, INC., a Texas corporation (the "Company"), and
______________________________("Director"),
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company's 1985 Stock Option Plan, as amended (the "Plan"),
provides that a four-year, nonqualified stock option to purchase 2,500 shares of
the Company's Common Stock shall be granted to each nonemployee director of the
Company on the next business day immediately following the annual meeting of
shareholders of the Company in every year, beginning with the year 1992; and
WHEREAS, the 19________ annual meeting of shareholders of the Company was
held on _______________, 19____, and the next business day immediately following
that date was _____________, 19____; and
WHEREAS, Director is a non employee director of the Company and is willing
to accept the option that he is entitled to receive under the Plan on the date
of this Agreement;
NOW, THEREFORE, the Company and Director hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
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the following meanings, respectively:
(a) "Affiliate" shall have the meaning set forth in Article I,
Section 2(a) of the Plan and shall include any party now or
hereafter coming within that definition.
(b) "Board" means the Board of Directors of the Company.
(c) "Commencement Date" shall mean the date of this Agreement.
(d) "Common Stock" shall have the meaning set forth in Article I,
Section 2(e) of the Plan.
(e) "Expiration Date" shall mean the date which is four (4) years
from the date of this Agreement.
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2. Option. The Company hereby grants to Director the option to purchase,
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on the terms hereinafter set forth, ________________ shares of the Company's
Common Stock at a price of $___________ per share during the period beginning on
the Commencement Date and ending on the Expiration Date. Except as otherwise
provided herein, this option shall remain effective during its entire term,
regardless of whether the Director continues to serve as a director of the
Company. In the event of Director's death on or before the Expiration Date, the
executor or administrator of Director's estate or anyone who shall have acquired
this option by will or pursuant to the laws of descent and distribution may
exercise this option at any time on or before the Expiration Date, to the extent
Director was entitled to do so at the time of his death. Notwithstanding
anything to the contrary herein, this option shall terminate immediately on the
termination of Director's Board membership if he ceases to serve on the Board by
reason of his (a) fraud or intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
Affiliate.
3. Exercisability. Subject to the provisions of Section 2 hereof, this
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option may be exercised in whole at any time, or in part from time to time,
during the period beginning on the Commencement Date and ending on the
Expiration Date. Notwithstanding any contrary indication in this Agreement, no
fractional shares of Common Stock may be purchased upon exercise of this option.
4. Manner of Exercise. This option may be exercised by written notice
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signed by the person entitled to exercise the same and delivered to the
President of the Company or sent by United States registered mail addressed to
the Company (for the attention of the President) at its corporate office in
Irving, Texas. Such notice shall state the number of shares of Common Stock as
to which this option is exercised and shall be accompanied by payment of the
full purchase price of such shares, plus the amount of any federal, state or
local taxes required by law to be paid or withheld in connection with such
exercise.
5. Payment. The purchase price for shares of Common Stock purchased upon
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exercise of this option shall be paid in cash or by check in United States
dollars.
6. Delivery of Shares. Delivery of the certificate or certificates
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representing the shares of Common Stock purchased upon exercise of this option
shall be made promptly after the Company's receipt of notice of exercise and
payment. If the Company so elects, its obligation to deliver shares of Common
Stock upon the exercise of this option shall be conditioned upon its receipt
from the person exercising this option of any additional documents that, in the
opinion of the Company and its legal counsel, are required in order to comply
with applicable securities laws.
7. Adjustments. In the event that, before delivery by the Company of all
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the shares of Common Stock in respect of which this option is granted, the
Company shall have effected a Common stock split or a dividend payable in Common
Stock, or the outstanding Common Stock of the Company shall have been combined
into a smaller number of shares, the shares of Common Stock still subject to
this option shall be increased or decreased to reflect proportionately the
increase or decrease in the number of shares outstanding, and the purchase
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price per share shall be decreased or increased to make the aggregate purchase
price for all the shares then subject to this option the same as immediately
prior to such stock split, stock dividend or combination. In the event of a
reclassification of the shares of Common Stock not covered by the foregoing, or
in the event of a liquidation or reorganization (including a merger,
consolidation or sale of assets) of the Company, the Board shall make such
adjustments, if any, as it may deem appropriate in the number, purchase price
and kind of shares still subject to this option.
8. Transferability. This option is not transferable otherwise than by
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will or the laws of descent and distribution, and during the lifetime of
Director this option is exercisable only by Director or, if Director is legally
incompetent, by Director's legal representative.
9. Board Membership. Nothing in this Agreement confers upon Director any
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right to continue to serve as a director of the Company, nor shall this
Agreement interfere in any manner with the right of the Company's shareholders
to terminate Director's position as a director of the Company with or without
cause at any time.
10. Option Subject to Plan. By execution of this Agreement, Director
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agrees that this option and the shares of Common Stock to be received upon
exercise hereof shall be governed by and subject to all applicable provisions of
the Plan.
11. Construction. This option is not intended to be treated as an
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incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended. This Agreement is governed by, and shall be construed and enforced
in accordance with, the laws of the State of Texas. Words of any gender used in
this Agreement shall be construed to include any other gender, unless the
context requires otherwise. The headings of the various sections of this
Agreement are intended for convenience of reference only and shall not be used
in construing the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
XXXXXXXXXX LABORATORIES, INC.
By:_________________________________________
, President
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Signature of Director
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[Type or Print Name of Director]
