Exhibit 10.14
August 31, 2004
FORM OF
XXXXXX INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
Dear ________________________:
You are hereby granted an option (the "Option") to purchase _______________
Shares of Xxxxxx International, Inc. pursuant to the Xxxxxx International, Inc.
(the "Company") Stock Option Plan, dated as of August 31, 2004 (the "Plan"),
upon the following terms and conditions of this Nonqualified Stock Option
Agreement ("Agreement"):
1. PURCHASE PRICE OF THE OPTION. The purchase price of the Shares
subject to the Option is $12.80 per Share which is equal to the Fair Market
Value per Share as of the date of this Agreement. You must pay this purchase
price by personal or bank cashier's check at the time the Option is exercised;
provided, however, that, with the approval of the Committee, you may exercise
the Option by (i) tendering to the Company certificates representing whole
Shares owned by you duly endorsed for transfer, or (ii) surrendering a
sufficient portion of the vested Option based on the difference between the
exercise price of the Option and the Fair Market Value at the time of exercise
of the Shares subject to the Option, or (iii) any combination of (i) and/or (ii)
and cash, together having a Fair Market Value equal to the exercise price of the
Shares with respect to which the Option is exercised. For this purpose, any
Shares so tendered or withheld shall be deemed to have a Fair Market Value as
determined under the Plan.
To exercise the Option, you must send written notice to the Committee at
the address provided in SECTION 11 of this Agreement. Such notice shall (1)
state the number of Shares being
purchased pursuant to the Option; (2) be signed by the person or persons
exercising the Option; and (3) be accompanied by payment of the full purchase
price of such Shares (as provided above). Certificates evidencing Shares of the
Company shall not be delivered to you until an appropriate notice has been
delivered and payment has been made.
2. OPTION TERM AND VESTING. The term of the Option (the "Option Term")
shall be a period of ten (10) years from the date of this Agreement, subject to
earlier termination as provided in SECTIONS 3 and 4 or as may be provided in the
Plan. Except as otherwise provided below in SECTIONS 3 or 4 which provide for
accelerated vesting under certain circumstances, the Option shall become
exercisable with respect to 33-1/3 percent of the total number of Shares covered
by the Option on August 31, 2005 and with respect to an additional 33-1/3
percent on each of August 31, 2006 and August 31, 2007, respectively. When the
Option becomes exercisable with respect to any Shares, those Shares may be
purchased at any time, or from time to time, in whole or in part, until the
Option Term expires.
3. TERMINATION OF EMPLOYMENT OR SERVICE.
(a) Notwithstanding the vesting schedule set forth in SECTION 2,
if you cease to be an Executive, a Non-Employee Director or a Discretionary
Participant (as applicable) of the Company or a Subsidiary (as applicable)
due to a Termination for Cause, or if you terminate employment without Good
Reason, all outstanding Options whether vested or unvested shall be void
and deemed to be forfeited upon the date your employment or service ceases
and shall not be exercisable to any extent whatsoever.
(b) If you cease to be an Executive or a Discretionary
Participant (as applicable) of the Company or a Subsidiary (as applicable)
for any reason other than
Cause or for Good Reason, the unvested portion of the Option shall
terminate immediately and the vested portion of the Option that is
exercisable as of the date employment ceases shall remain exercisable for
six (6) months following such termination, but not later than the
expiration of the Option Term. If you do not exercise the Option during
such period, the Option shall be void and deemed to have been forfeited
upon the expiration of such period and shall be of no further force or
effect.
(c) If you cease to be an Executive, a Non-Employee Director or a
Discretionary Participant (as applicable) of the Company or a Subsidiary
(as applicable) by reason of your death or Disability, the unvested portion
of the Option shall immediately vest and become exercisable and the Option
shall remain exercisable for six (6) months following the date of death or
Disability, but not later than the expiration of the Option Term. If you,
or your authorized representative in the case of death, do(es) not exercise
the Option during such period, the Option shall be void and deemed to have
been forfeited upon the expiration of such period and shall be of no
further force or effect.
(d) If you cease to be an Executive, a Non-Employee Director or a
Discretionary Participant (as applicable) of the Company or a Subsidiary
(as applicable) by reason of your Retirement, the unvested portion of the
Option shall terminate immediately, and the vested portion of the Option
that is exercisable as of the date your employment or service ceases shall
remain exercisable for six (6) months following the date of such
Retirement, but not later than the expiration of the Option Term. If you do
not exercise the Option during such period, the Option shall be void and
deemed to have
been forfeited upon the expiration of such period and shall be of no
further force or effect.
(e) If you cease to be an Executive or a Discretionary
Participant of the Company or a Subsidiary (as applicable) by reason of
your Disability or death and only if price quotations for the Shares are
not available on any exchange or national market system, you or the
beneficial holder of the Option, as the case may be, shall have the right
during the exercise period provided in SECTION 3(c) above to demand that
the Company purchase the vested portion of the Option from you, or such
beneficial holder, at a value equal to the value of the difference between
the Fair Market Value of the Shares and the exercise price of such Option.
4. ADJUSTMENT; CHANGE IN CONTROL.
(a) The Option may be adjusted or terminated in any manner as
contemplated in the Plan.
(b) Unless the Committee determines otherwise in accordance with
the terms of the Plan, or except as otherwise provided in Section 11 of the
Plan, the vesting of the Option shall not accelerate upon the occurrence of
a Change in Control.
(c) Except as provided herein, the Option may be exercised in
whole at any time or in part at any time to the extent that the Shares
under the Option are then exercisable. In no event, however, may the Option
be exercised after the expiration of the Option Term, as described in
SECTION 6 below.
5. TRANSFER RESTRICTIONS. The Option is non-transferable otherwise than
by will or the laws of descent and distribution. It may be exercised only by
you, or if you die, by your
executor, administrator, or person(s) to whom the Option is transferred by will
or the laws of descent and distribution in accordance with SECTION 3.
6. EXPIRATION OF AGREEMENT. All rights to exercise the Option shall
expire, in any event, upon the expiration of the Option Term.
7. SHARE CERTIFICATES. Certificates evidencing Shares issued upon any
exercise of the Option may bear a legend setting forth among other things such
restrictions on the disposition or transfer of the Shares as the Company may
deem appropriate to comply with federal and state securities laws.
8. IMPACT OF AGREEMENT ON YOUR EMPLOYMENT OR SERVICE. Nothing contained
in this Agreement or the Plan shall restrict the right of the Company or any of
its Subsidiaries to terminate your employment or service at any time with or
without Cause subject to any written employment agreement.
9. AGREEMENT IS SUBJECT TO PLAN. This Agreement is subject to all
terms, provisions, and conditions of the Plan, which is incorporated herein by
reference, and to such regulation as may from time to time be adopted by the
Committee. In the event of any conflict between the provisions of the Plan and
the provisions of this Agreement, the terms, conditions, and provisions of the
Plan shall control, and this Agreement shall be deemed to be modified
accordingly.
10. NATURE OF OPTION. This Agreement is intended to grant a Nonqualified
Option.
11. NOTICE. all notices by you to the Company and your exercise of the
Option shall be addressed to Xxxxxx International, Inc., 0000 Xxxx Xxxx Xxxxxx,
X.X. Xxx 0000, Xxxxxx,
XX 00000, ATTENTION: Compensation Committee, or such other address as the
Company may, from time to time specify.
12. SECURITIES LAWS. Notwithstanding anything contained in this
Agreement or in the Plan to the contrary, the Option may not be exercised until
all applicable federal and state securities requirements pertaining to the offer
and sale of the securities issued pursuant to the Plan have been met and the
Company has been advised by counsel satisfactory to the Company that all
applicable requirements have been met. If requested by the Committee, you agree
to deliver to the Company such signed representations and covenants as may be
necessary, satisfactory to the Company in the opinion of counsel, for compliance
with applicable federal and state securities laws and such other instruments and
agreements as the Committee may reasonably request.
13. WITHHOLDING. The Company shall have the right to withhold from your
regular cash compensation, if any, or from any payments under this Agreement, or
require you to submit, amounts sufficient to satisfy any federal, state, or
local income or employment tax withholding requirements arising from your
exercise of any rights under this Agreement or make such other arrangements
satisfactory to the Company with regard to such taxes, including the withholding
of Shares of common stock that are subject to the Option, at such time as the
Company deems necessary or appropriate for compliance with such laws.
14. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Plan.
Very truly yours,
XXXXXX INTERNATIONAL, INC.
---------------------------
Chairman of the Board
SCHEDULE OF EXECUTIVE OFFICERS AND DIRECTORS PARTY TO THE STOCK OPTION AGREEMENT
Xxxxx, Xxxx X.
Xxxxxxx, Xxxxxx X.
Xxxxx, August X.
Xxxxx, Xxxx X.
Xxxxxx, Xxxxxx X.
Xxxxx, Xxxxx X.
Xxxxxx, Xxxxxx
XxXxxxxx, Xxxxxxx X.
Xxxx, Xxxx X.
Xxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxx X.
Xxxxxxx, Xxxxxxx X.
Xxxxxxxx, Xxxxxxx X.
Xxxxxxxxx, Xxxxxxx X.
Xxxx, Xxxxxxx
Xxxxx, Xxxxxx X.
