1 Exhibit 10(j)
STOCK OPTION AGREEMENT
Agreement made as of the 24th day of September, 1994, by and between
XxXxxxxxx Xxxxxxx Corporation (hereinafter called the "Company") and Xxxxx
X. Xxxxxxxxxxx, (hereinafter called the "Employee").
RECITALS
A. The Company has agreed to employ Employee and Employee has agreed to
serve as Chief Executive Officer and President of the Company pursuant
to the terms and conditions of an Employment Agreement by and between
them, dated as of September 24, 1994 (the "Employment Agreement").
B. As a significant part of his total compensation, the Company has
agreed to provide and Employee has agreed to accept equity ownership
opportunities to better match the interests of Employee with those of
shareholders.
C. Pursuant to the terms and conditions of the Employment Agreement,
Company has agreed to provide and Employee has agreed to accept
incentive compensation, the value of which will be based upon the
value of the Company's common stock.
D. Accordingly, the Company has agreed to grant to Employee an option to
acquire shares of the Company's common stock subject, however, to
certain restrictions.
In consideration of the foregoing, and the mutual promises contained herein
and in the Employment Agreement and the XxXxxxxxx Xxxxxxx Corporation 1994
Performance and Equity Incentive Plan (the "Plan"), the Company and
Employee agree as follows:
1. Amount and Price of Option Shares. The Company hereby grants to
Employee the option to purchase from the Company (the "Stock Options")
from time to time, at $110.875 per share (the "Exercise Price"), up to
150,000 shares of the Company's $1.00 par value per share common stock
(the "Option Shares").
2. Agreement Subject to Employment Agreement and Plan. The Stock Options
are subject to the terms and conditions of the Employment Agreement
and the Plan, including but not limited to the Plan provisions
regarding nontransferability and adjustments for recapitalization and
other reasons. A copy of the Plan has been given to Employee and is
incorporated herein by this reference. Unless otherwise indicated,
capitalized terms in this Agreement shall have the same meaning
ascribed to such terms in the Plan.
3. Exercisability of Stock Options. Subject to the provisions of Section
5 hereof, the Stock Options will become exercisable on the dates and
in the amounts set forth below, and shall remain exercisable for ten
years following such date:
2 Exhibit 10(j)
Date Number of Option Shares
---------------- ------------------------
September 24, 1996 30,000
September 24, 1997 30,000
September 24, 1998 30,000
September 24, 1999 30,000
September 24, 2000 30,000
4. Exercise of Stock Options. The Stock Options may be exercised by
delivering to the Plan Administrator from time to time a written
notice signed by the Employee specifying the number of Option Shares
the Employee then desires to purchase together with full payment
therefor as provided in Section 12.1 of the Plan. Within five
business days thereafter, the Company shall issue to Employee a
certificate for the shares so purchased, less any shares withheld
pursuant to Section 6 hereof.
5. Termination of Employment. Upon termination of the Employment
Agreement for any reason, the vesting, forfeiture and exercisability
of unexercised Stock Options shall be determined in accordance with
the Employment Agreement, including without limitation Sections 6, 7,
8 and 9 thereof.
6. Withholding. At such time as share certificates are to be delivered
to Employee in accordance with this Agreement, the Company shall
satisfy the federal, state and local withholding requirements with
respect to such distribution. Such withholding can be satisfied at
the Company's option either by (i) the Company's withholding of shares
or (ii) by requiring Employee's payment in cash by providing a
personal check in the required amount prior to delivery of the shares.
Notwithstanding the foregoing, in the event Employee is subject to
Section 16 of the Exchange Act at the time of such delivery, the
Company shall withhold shares in an amount equal to Employee's
estimated federal, state and local tax obligations, plus any
additional withholding requirements related to such delivery; provided
the total withholding hereunder shall not be less than the statutory
minimum withholding amount.
7. Investment Purpose. Employee represents that, in the event of the
exercise by him of one or more of the Stock Options hereby granted, or
any part thereof, he intends to purchase the shares acquired on such
exercise for investment and not with a view to resale or other
distribution; except that the Company, at its election, may waive or
release this condition in the event the shares acquired on exercise of
the option are registered under the Securities Act of 1933, or upon
the happening of any other contingency which the Company shall
determine warrants the waiver or release of this condition. Employee
agrees that the certificates evidencing the shares acquired by him on
exercise of all or any part of the Stock Options may bear a
restrictive legend, if appropriate, indicating that the shares have
not been registered under said Act and are subject to restrictions on
the transfer thereof.
3 Exhibit 10(j)
8. Designation of Beneficiary. Employee may by written notice in form
reasonably acceptable to the Committee designate a beneficiary in
accordance with the terms and conditions of the Plan who may exercise
the options that are vested but unexercised at the time of his death
in accordance with the terms of the Employment Agreement.
9. Stock Options Not Incentive Stock Options. The Stock Options granted
hereunder are not, and will not be treated as, incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and date set forth above.
XXXXXXXXX XXXXXXX CORPORATION
/s/ Xxxxx X. Xxxxxxxxxx
By: __________________________________
/s/ Xxxxx X. Xxxxxxxxxxx
__________________________________
Employee
