EXHIBIT 10.2
NONINCENTIVE STOCK OPTION AGREEMENT
XXXXX CORPORATION
2005 STOCK AND INCENTIVE PLAN
A Nonincentive Stock Option for a total of _________ shares of common
stock, par value $0.10 per share, of Xxxxx Corporation (the "Company") is hereby
granted pursuant to the 2005 Stock and Incentive Plan of the Company (the
"Plan") to
(the "Optionee"). This Option is in all respects subject to the definitions,
terms, conditions and limitations contained in the Plan, which is incorporated
herein by reference.
1. Exercise Price. The exercise price is $_________ for each share,
---------------
being the Fair Market Value of the common stock on the Date of Grant.
2. Date of Grant. The Date of Grant of this Option is _____________,
---------------
_____.
3. Exercise of Option. This Option shall be exercisable as follows:
--------------------
(a) Date of Exercise. This Option shall become exercisable in whole
-----------------
or in part with respect to the following numbers of Shares on the dates
indicated:
(i) _____ Shares on _____________, _____.;
(ii) _____ Shares on _____________, _____.; and
(iii) _____ Shares on _____________, _____.;
provided that this Option shall become immediately exercisable in full upon the
occurrence of a Change in Control.
(b) Term of Option. This Option may not be exercised after the
----------------
expiration of five (5) years from the Date of Grant and is subject to earlier
termination as provided in the Plan. This Option may be exercised during such
time only in accordance with the Plan and the terms of this Option.
(c) Method of Exercise. This Option shall be exercisable by a
--------------------
written notice delivered to the Company which shall:
(i) state the election to exercise the Option and the number of
shares in respect of which it is being exercised; and
(ii) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the Optionee, be
accompanied by proof, satisfactory to the Company, of the right of such person
or persons to exercise the Option.
(d) Payment. Payment of the exercise price of any shares with
-------
respect to which this Option is being exercised shall be by cash, certified or
cashier's check, money order, personal check, shares of common stock of the
Company owned by the Optionee for at least six months, or by a combination of
the above, delivered to the Company and the exercise shall not be effective
until such payment is made. If the exercise price is paid in whole or in part
with shares of common stock of the Company, the value of the shares surrendered
shall be their Fair Market Value on the date received by the Company. The
certificate or certificates for shares of common stock as to which the Option
shall be exercised shall be registered in the name of the person or persons
exercising the Option.
(e) Withholding. The Optionee shall make satisfactory arrangements
-----------
for the withholding of any amounts necessary for withholding in accordance with
applicable federal or state income tax laws.
(f) Restrictions on Exercise.
--------------------------
(i) This Option may not be exercised if the issuance of the
shares upon such exercise would constitute a violation of any applicable federal
or state securities or other law or valid regulation. As a condition to the
exercise of this Option, the Company may require the person exercising this
Option to make any agreements and undertakings that may be required by any
applicable law or regulation.
(ii) Shares issued upon the exercise of this Option without
registration of such shares under the Securities Act of 1933, as amended (the
"Act"), shall be restricted securities subject to the terms of Rule 144 under
the Act. The certificates representing any such shares shall bear an
appropriate legend restricting transfer and the transfer agent of the Company
shall be given stop transfer instructions with respect to such shares.
(g) Partial Exercise. Upon the exercise of this Option in part, the
-----------------
Optionee shall deliver this agreement to the Company which shall endorse on the
agreement a notation of such exercise and return the agreement to the Optionee.
4. Nontransferability of Option. This Option may not be transferred by
------------------------------
the Optionee otherwise than by will or the laws of descent and distribution and
so long as the Optionee lives, only the Optionee or his guardian or legal
representative shall have the right to exercise this Option. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
XXXXX CORPORATION
By ____________________________________
Name __________________________________
Title __________________________________
The Optionee acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions of the Plan. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee on any questions arising under the Plan.
________________________________________
Optionee
