Exhibit B
STOCK OPTION AGREEMENT
THIS AGREEMENT, made this 4th day of December, 1991, by and between Xxxxxxx
Industries, Inc., a Delaware corporation (the "Company") and Xxxxxx X. Xxxx, who
resides at Xxxx Xxx Xxxx, (X.X. Xxx 00) Xxxx Xxxxxxx, Xxx Xxxx 00000 (the
"Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company desires to to obtain the services of the Optionee as
set forth in an employment agreement between the Optionee and the Company dated
as of October 1, 1991 (the "Employment Agreement"); and
WHEREAS, as an inducement for the Optionee to enter into the Employment
Agreement, the Company has agreed to grant the Optionee stock options as
follows:
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company grants to the Optionee, during the period
commencing as of October 1, 1991 and ending one year from the termination of the
Optionee's employment with the Company under the Employment Agreement (the
"Expiration Date"), the right and option (the "Option") to purchase from the
Company, up to, but not exceeding in the aggregate, five-hundred thousand
(500,000) shares of the Company's common stock, par value $.01 per share (the
"Stock") at the closing price of the Stock on the New York Stock Exchange on the
last trading day preceding the date on which this Agreement is signed, as
written below the signature lines on the last page of this Agreement, or such
lower price as the Company may hereafter determine to be fair and reasonable.
2. Exercisability of Option. The Option shall be exercisable in whole or in
part as of October 1, 1991 and shall remain so exercisable until the Expiration
Date, unless the Executive's employment under the Employment Agreement is
terminated for Cause (as defined therein) in which case the Executive shall
forfeit the Option effective as of the date of the termination of his employment
with the Company, provided, however, that the Option shall remain exercisable
for the 30 day period following the Executive's receipt of the written notice
required under section 4(b) of the Employment Agreement.
3. Method of Exercising Option. (a) The Optionee may exercise the Option by
delivering to the Company a written notice stating the number of shares that the
Optionee has elected to purchase at that time from the Company and full payment
of the purchase price of the shares then to be purchased. Payment of the
purchase price of the shares may be made (i) by certified or bank cashier's
check payable to the order of the Company, or (ii) by surrender or delivery to
the Company of shares of Stock having a fair market value equal to the purchase
price.
(b) At the time of exercise, the Optionee shall pay to the Company such
amount as is necessary to satisfy the Company's obligation to withhold Federal,
state or local income or other taxes incurred by reason of the exercise or the
transfer of shares thereupon; provided, however, that such Optionee may, at his
election and in lieu of paying such amounts,
instruct the Company to withhold from the shares of Stock otherwise deliverable,
shares with an aggregate fair market value equal to the amount of such
withholding obligation.
(c) With respect to any Option exercise made pursuant to this Section 3,
the "fair market value" of the Stock shall mean the average closing price of the
Stock on the New York Stock Exchange (or such other exchange on which the Stock
is then listed) during the five business days immediately preceding the date
upon which the Optionee delivers written notice of exercise.
4. Issuance of Shares. As promptly as practicable after receipt of
notification of exercise, full payment of purchase price and satisfaction of tax
withholding as provided in Section 3, the Company shall issue or transfer to the
Optionee the number of shares as to which the Optionee has been so exercised,
and shall deliver to the Optionee a certificate or certificates therefor,
registered in his name.
5. Non-Transferability. (a) The Option is not transferable by the Optionee
otherwise than by will or the laws of descent and distribution and is
exercisable during the Optionee's lifetime only by him. No assignment or
transfer of the Option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon such assignment or transfer the
Option shall terminate and become of no further effect.
(b) Whenever the word "Optionee" is used in any provision of this agreement
under circumstances where the provision should logically be construed to apply
to the executors, the administrators, personal representatives, or the person or
person to whom the Option may be transferred by will or by the laws of descent
and distribution, the word "Optionee" shall be deemed to include such person or
persons.
6. Rights as Stockholder. The Optionee or a transferee of the Option shall
have no rights as a stockholder with respect to any share of Stock covered by
the Option until he shall have become the holder of record of such share.
7. Recapitalizations, Reorganizations, Etc. (a) The existence of the Option
shall not affect the power of the Company or its stockholders to accomplish
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of stock or of options, warrants or rights to purchase
stock or securities ahead of or affecting the Stock or the rights thereof or
convertible into or exchangeable for Stock, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act.
(b) The shares with respect to which the Option is granted are shares of
Stock of the Company as presently constituted, but if, and whenever, before the
delivery by the Company of all of the shares of optioned Stock, the Company
shall issue Stock, or effect a subdivision or consolidation of Stock
outstanding, without receiving fair value therefor in money, services or
property, the number and price of shares remaining under the Option shall be
-2-
appropriately adjusted to preserve the full value of the Option as determined
immediately prior to such transaction.
(c) Upon any change in the outstanding shares of Stock by reason of any
recapitalization, merger, consolidation, spin-off, combination or exchange of
shares or other corporate change, or any distributions to common shareholders
other than cash dividends, the Company shall make such substitutions or
adjustments as are appropriate and equitable, as to the number or kind of shares
of Stock or other securities covered by this Option and the option price
thereof. The Company shall notify the Optioneee of any intended sale of all or
substantially all of the Company's assets within a reasonable time prior to such
sale.
8. Notice. Notice and other communications relating to this Agreement shall
be in writing, and shall be mailed to or delivered to the party for whom it is
intended at such address as may from time to time be designated by him or it in
a notice mailed or delivered to the other party as herein provided; unless and
until some other address be so designated, all notices or communications by the
Otpionee to the Company shall be mailed or delivered to the Company at 000 Xxxxx
Xxxxxxxx, Xxxxxxx, Xxxxxx 00000, and all notices or communications by the
Company to the Optionee may be given to the Optionee personally or may be mailed
to him at the address shown below his signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
XXXXXXX INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: EVP Finance
Date: December 4, 1991
By: /s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Date: December 4, 1991
Address of Option:
Xxxx Xxx Xxxx
X.X. Xxx 00
Xxxx Xxxxxxx, XX 00000
-3-
[Letterhead of Xxxxxxx Industries, Inc.]
March 3, 1992
Xx. Xxxxxx Xxxx
Xxxxxxx Industries, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxx:
This letter is to confirm the granting of an option to purchase an additional
500,000 shares of the Company's common stock on the terms and conditions, and at
the same price ($8.25) as under the Option Agreement with you dated December 4,
1991 except as follows:
(a) The number of shares granted hereunder shall be reduced by the number of
options shares which the Company may grant as an inducement to secure the
services of a President or similar officer. The President or similar
officer may either be a new employee or a present employee.
(b) The options hereunder shall not be exercisable until the President or
similar officer commences performing his duties, or such earlier date as
the Board may determine, or December 31, 1993, whichever occurs first. In
the event the President or similar officer is not selected by December 31,
1993, the Compensation Committee of the Board reserves the right to set
aside a portion of the 500,000 shares for the future President or similar
officer.
(c) All other conditions of this grant remain the same as the previous stock
option agreement dated December 4, 1991 (copy attached).
Very truly yours,
XXXXXXX INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------
APPROVAL:
/s/ Xxxxxx X. Xxxx
----------------------------------
ALSO APPROVED BY:
/s/ Xxxx X. Xxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxx
Chairman of Compensation
Committee
