Exhibit 10.11
XXXXXXXXXXXXX.XXX
1999 STOCK INCENTIVE PLAN
Non-qualified Stock Option Agreement
This Agreement is by and between XxxxxxxXxxxxx.xxx, Inc. (the
"Company") and _____________, (the "Optionee"), effective as of
_________________.
W I T N E S S E T H:
1. GRANT OF OPTION. Pursuant to the provisions of the XxxxxxxXxxxxx.xxx 1999
Stock Incentive Plan (the "Plan"), effective as of the date hereof, the Company
hereby grants to the Optionee, subject to the terms and conditions of the Plan
and subject further to the terms and conditions herein, the right and option to
purchase from the Company all or any part of an aggregate of _____ shares of the
common stock ($.01 par value) of the Company ("Common Shares"), at the purchase
price equal to ____ per share, such option to be exercised as hereinafter
provided. It is intended that the option evidenced hereby constitute a
non-qualified stock option.
2. TERMS AND CONDITIONS. In addition to the terms and conditions contained in
the Plan, it is understood and agreed that the option evidenced hereby is
subject to the following additional terms and conditions:
(a) EXPIRATION DATE. The option shall expire on the _____ anniversary
of the date hereof.
(b) PERIOD OF EXERCISE. Subject to the other terms of this Agreement
regarding the exercisability of this option, this option shall become
exercisable at the rate of ____ Common Shares per _______ over a period of
_______ years from the date hereof commencing _________________ and continuing
on the ________________ day of each ________ thereafter, such that the entire
option shall be fully vested as of ___________________.
(c) EXERCISE OF OPTION. This option shall be exercised by submitting a
written notice to the Committee appointed pursuant to Section 2 of the Plan (the
"Committee") signed by the Optionee and specifying the number of Common Shares
as to which the option is being exercised. Such notice shall be accompanied by
the payment of the full option price for such shares, or shall fix a date (not
more than ten business days from the date of such notice) for the payment of the
full option price of the shares being purchased. Payment shall be made (i) in
cash (including personal check), (ii) by the delivery to the Company of Common
Shares already owned by the Optionee (which shall be valued for this purpose at
the fair market value on the date of transfer to the Company as determined by
the Committee), (iii) at the discretion of the Committee, the delivery of a
promissory note of the Optionee to the Company, payable upon such terms as are
specified by the Committee, or (iv) any combination of the above. A certificate
or certificates for the Common Shares of the Company purchased through the
exercise of an option shall be issued in regular course after the exercise of
the option and payment therefore.
(d) TERMINATION OF OPTION UPON DEATH, DISABILITY, RETIREMENT OR
TERMINATION OF EMPLOYMENT. Unless the Committee in its discretion determines
otherwise, if an Optionee's employment with the Company and its subsidiaries
terminates, all options granted under this Plan to such Optionee which are not
exercisable on the date of such termination of employment shall immediately
terminate, and any remaining options shall terminate if not exercised before the
expiration of the following periods, or at such earlier time as may be
applicable under SECTION 6(b) of the Plan: (i) thirty (30) days following such
termination of employment, if such termination was not a result of retirement on
or after age 55, or of death or disability (disability within the meaning of
Section 22(e)(3) of the Internal Revenue Code), or (ii) three (3) months
following the Optionee's termination of employment because of retirement on or
after age 55, or (iii) one (l) year following date of death or commencement of
disability, if the Optionee was employed by the Company and/or subsidiary at the
time of his death or the commencement of his disability. Notwithstanding the
foregoing, if the Optionee's employment is terminated for cause, any remaining
portion of this option shall immediately terminate.
(e) NON-TRANSFERABILITY. Each option and all rights thereunder shall be
exercisable during the Optionee's lifetime only by him and shall be
non-assignable and non-transferable by the Optionee except, in the event of the
Optionee's death, by his will or by the laws of descent and distribution;
provided, however, such option may be gifted to a family member or a trust for
the benefit of a family member. For purposes of this Section, "family member"
means a spouse, parent, child, grandchild, step-child or step-grandchild. In the
event the death of an Optionee occurs, the representative or representatives of
his estate, or the person or persons who acquired (by bequest or inheritance)
the rights to exercise his options may exercise such options in whole or in part
prior to the expiration of the applicable exercise period, as specified in
Paragraph 2(d) above.
(f) CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence
of outstanding options shall not affect in any way the right or ability of the
Company or its stockholders to make or authorize any or all 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 bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Shares or the rights hereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business or substantially all of the outstanding stock of the Company,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
If the Company shall effect a subdivision, consolidation or
reclassification of shares or other capital readjustment or recapitalization,
the payment of a stock dividend, or other increase or reduction of the number of
shares of the voting shares outstanding, without receiving compensation therefor
in money, services or property, then the number, class, and per share price of
Common Shares shall be appropriately adjusted in such a manner as to entitle an
Optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment.
If the Company is merged into or consolidated with another corporation,
regardless of whether or not the Company is the surviving corporation, or if the
Company is liquidated, or sells or otherwise disposes of substantially all of
its assets or substantially all of the stock of the Company while this option
remains outstanding, unless the Board determines otherwise, all outstanding
options shall expire as of the effective date of any such merger, consolidation,
liquidation, sale, or other disposition, provided that (x) notice of such
merger, consolidation, liquidation, sale or other disposition shall be given to
such Optionee at least 30 days prior to the effective date of such merger,
consolidation, liquidation, sale or other disposition and (y) an Optionee shall
have the right to exercise an option to the extent that the same is then
exercisable during the 30 day period preceding the effective date of such
merger, consolidation, liquidation, sale or other disposition.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Common
Shares then subject to outstanding options.
(g) MODIFICATION OR CANCELLATION OF OPTION. The Committee shall have
the authority to effect, at any time and from time to time, with the consent of
the affected Optionee or Optionees, the modification of the terms of any option
agreement (subject to the limitations hereof), including the acceleration of the
exercisability of any option for any reason including a change in the control or
ownership of the Company, or the cancellation of any or all outstanding options
granted under this Plan. In substitution for canceled options, the Committee may
grant new options (subject to the limitations hereof) covering the same or
different numbers of Common Shares at an option price per share in all events
not less than fair market value on the date of the new grant.
(h) NO RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a
stockholder with respect to any Common Shares subject to this option prior to
the date of issuance to him of a certificate or certificates for such shares.
(i) NO RIGHT TO CONTINUED EMPLOYMENT. If the Optionee is employed by
the Company, this option shall not confer upon the Optionee any right with
respect to continuance of employment by the Company or any subsidiary, nor shall
it interfere in any way with the right of the employer to terminate the
Optionee's employment at any time.
(j) 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 any certificates for shares of Common Shares
prior to (i) the listing of such shares on any stock exchange on which the
Common Shares 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 body which the Company shall, in its sole discretion, determine to be
necessary or advisable. Moreover, this option may not be exercised if its
exercise, or the receipt of Common Shares pursuant thereto, would be contrary to
applicable law.
3. OPTIONEE BOUND BY PLAN. The Optionee hereby agrees to be bound by all the
terms and provisions of the Plan, a copy of which is available upon request to
the Committee.
4. WITHHOLDING TAXES. Optionee acknowledges and agrees that the Company and its
subsidiaries have the right to deduct from payments of any kind otherwise due to
Optionee any federal, state or local taxes of any kind required by law to be
withheld with respect to the exercise of this option hereunder.
5. NOTICES. Any notice hereunder to the Company shall be addressed to it at its
principal business office, 0000 Xxxxx 00, Xxxx, Xxx Xxxxxx 00000; Attention:
Board of Directors, and any notice hereunder to the Optionee shall be sent to
the address reflected on the payroll or other records of the Company, subject to
the right of either party to designate at any time hereafter in writing some
other address.
6. DELAWARE LAW TO GOVERN. This Agreement shall be construed and administered in
accordance with and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Optionee has executed this
Agreement as of the date above written.
XxxxxxxXxxxxx.xxx, Inc.
By:
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Title: President
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[Optionee]
