OMNIQUIP INTERNATIONAL, INC.
1996 EXECUTIVE STOCK OPTION PLAN
FORM OF STOCK OPTION AGREEMENT
Option No. ___.
No. of shares subject to Option: ______.
This AGREEMENT dated this ___ day of _________, 1996, between Omniquip
International, Inc., a Delaware corporation, (the "Company") and
________________ (the "Grantee").
W I T N E S S E T H:
1. GRANT OF OPTION. Pursuant to the provisions of the Company's 1996
Executive Stock Option Plan (the "Plan"), the Company hereby grants to the
Grantee, subject to the terms and conditions of the Plan and subject further to
the terms and conditions herein set forth, the right and option to purchase from
the Company __________ shares of Common Stock (subject to readjustment as
provided in the Plan) at a purchase price per share equal to the fair market
value thereof on the date of exercise, determined in accordance with the Plan
(the "Option").
2. DEFINITIONS. Capitalized terms contained in this Agreement that are
not otherwise defined in the Agreement have the same meaning as they are given
in the Plan. The form of notice of exercise is attached as Exhibit 1.
3. TERMS AND CONDITIONS. It is understood and agreed that the Option
evidenced hereby is subject to the terms and conditions set forth in the Plan,
including without limitation the form of purchase consideration, exercisability
of the Option and restrictions on transfer.
4. RIGHTS AS A STOCKHOLDER. The Grantee shall have no rights as a
stockholder with respect to any shares of Common Stock issuable or transferable
upon exercise hereof until the issuance of the stock certificates evidencing
such shares of Common Stock.
5. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement shall not be
construed as giving the Grantee any right to continued service as an officer,
employee or member of the Board of Directors of the Company or to affect or
limit in any way the right of the Company and its stockholders to remove such
Grantee.
6. COMPLIANCE WITH LAW AND REGULATIONS. This Option and the obligation
of the Company to sell and deliver shares hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required. The Company shall
not be required to issue or deliver shares of Common Stock prior to (i) the
listing of such shares on any stock exchange on which Common Stock may then be
listed, and (ii) the completion of any registration or qualification of such
shares under any federal or state law, or any rule or regulation of any
government agency which the Company shall, in its reasonable discretion,
determine to be necessary or advisable unless the Grantee has delivered an
opinion of counsel reasonably satisfactory to the Company that such registration
or qualification is not required in connection with such issuance.
7. GRANTEE BOUND BY PLAN. The Grantee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
8. NOTICE. Any notice hereunder to the Company shall be addressed to it
at its offices, 000 Xxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Secretary, and any notice hereunder to the Grantee shall be addressed
to him or her at
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_______________________________________, subject to the right of either party to
designate at any time hereafter in writing some other address.
IN WITNESS WHEREOF, Omniquip International, Inc. has caused this Agreement
to be executed by its President or a Vice-President and the Grantee has executed
this Agreement, as of the day and year first above written.
OMNIQUIP INTERNATIONAL, INC.
By:
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Name:
Title:
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, Grantee
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EXHIBIT 1
Omniquip International, Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000
Re: EXERCISE OF STOCK OPTION
Gentlemen:
I hereby exercise the Option granted to me under the Stock Option
Agreement dated ___________________, to purchase ______ shares of Omniquip
International, Inc. (the "Company") common stock, $.01 par value per share
(the "Common Stock"). As consideration for such shares, I have enclosed
herewith a certificate and/or stock power evidencing an equal number of
shares of Restricted Stock (as defined in the Company's 1996 Executive Stock
Option Plan), duly endorsed for transfer.
Please issue in my name and send the certificates representing the shares
purchased by my exercise of this Stock Option to me at the address indicated
below.
Date:
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, Grantee
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Address
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