[FORM OF] Exhibit 4.3
THE XXXXXXX-XXXXXXXXXX CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ____ day of __________, ____,
between The XxxXxxx-Xxxxxxxxxx Corporation, a Delaware corporation (the
"Corporation"), and _______________ (the "Employee").
WITNESSETH
WHEREAS, pursuant to The XxxXxxx-Xxxxxxxxxx Corporation 1991
Stock Option Plan, as amended (the "Plan"), the Corporation has granted
to the Employee effective as of the date first above written (the
"Award Date") an option to purchase all or any part of ______
authorized but unissued shares of Common Stock, $.01 par value, of the
Corporation upon the terms and conditions set forth herein and in the
Plan.
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom,
the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such terms
in the Plan.
2. Grant of Option. This Agreement evidences the
Corporation's grant to the Employee of the right and option to
purchase, on the terms and conditions set forth herein and in the Plan,
all or any part of an aggregate of ______ shares of the Common Stock at
the price of $_____ per share (the "Option"), exercisable from time to
time, subject to the provisions of this Agreement and the Plan, prior
to the close of business on the day before the _____ anniversary of the
Award Date (the "Expiration Date"). Such price equals the Fair Market
Value of the Corporation's Common Stock as of the Award Date. It is
the intent of the Corporation that this Option constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended ("Code").
3. Exercisability of Option. [Except as earlier permitted
by or pursuant to the Plan or by resolution of the Committee adopted
after the date hereof, no shares may be purchased by exercise of the
Option until the expiration of one year after the Award Date. After
such date, the Option may be exercised in whole or in part, from time
to time, until its expiration or earlier termination.
To the extent the Employee does not in any year purchase
all or any part of the shares to which the Employee is entitled, the
Employee has the right cumulatively thereafter to purchase any shares
not so purchased and such right shall continue until the Option
terminates or expires. Fractional share interests shall be
disregarded, but may be cumulated. No fewer than 100 shares may be
purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.]
4. Limitation on Exercise of Option. In the event the
Employee is granted incentive stock options (whether under this Award
Agreement or any other incentive stock option agreement) and the
aggregate fair market value (determined as of the respective dates of
grant of such options) of the Common Stock with respect to which such
options are first exercisable in any calendar year exceeds $100,000,
the most recently granted options shall be treated as nonqualified
stock options to the extent of the excess. In addition, in the case of
simultaneously granted options, the Corporation may, in the manner and
to the extent permitted by law, designate which shares are to be
treated as stock acquired pursuant to the exercise of an incentive
stock option.
5. Method of Exercise of Option. The Option shall be
exercisable by the delivery to the Corporation of a written notice
stating the number of shares to be purchased pursuant to the Option and
accompanied by payment made in accordance with and in a form permitted
by Section 2.2(b) of the Plan for the full purchase price of the shares
to be purchased, subject to such further limitations and rules or
procedures as the Committee may from time to time establish as to any
non-cash payment and as to the tax withholding requirements of Section
4.5 of the Plan. Shares delivered in payment of the exercise price
must have been owned by Employee for at least six months prior to the
exercise. In addition, the Employee (or the Employee's Beneficiary or
Personal Representative) shall furnish any written statements required
pursuant to Section 4.4 of the Plan.
6. Effect of Termination of Employment or Death; Change in
Subsidiary Status. The option and all other rights hereunder, to the
extent not exercised, shall terminate and become null and void at such
time as the Employee ceases to be employed by either the Corporation or
any Subsidiary, except that:
(a) if the Employee terminates by reason of voluntary
retirement or resignation, Employee may at any time within a
period of three months after such termination exercise the Option
to the extent the Option was exercisable at the date of such
termination;
(b) if the Employee becomes permanently disabled
(within the meaning of Code Section 22(e)(3) or as otherwise
defined by the Committee), or dies while in the employ of the
Corporation or any Subsidiary, or within three months after a
termination described in subsection (a) of this Section 6, then
the Option may be exercised within a period of one year after
Employee dies or becomes disabled, to the extent that the Option
was exercisable on the date of Employee's termination by reason of
disability or death (or such earlier termination);
provided, however, that in no event may the Option be exercised by
anyone under this Section or otherwise after the Expiration Date. If
Employee is employed by an entity which ceases to be a Subsidiary, such
event shall be deemed for purposes of this Section 6 to be a
termination of employment described in subsection (a) in respect of
Employee. Absence from work caused by military service or authorized
sick leave shall not be considered as a termination of employment for
purposes of this Section.
7. Termination of Option Under Certain Events. As
permitted by Section 4.2(b) of the Plan, the Committee retains the
right to terminate the Option to the extent not previously exercised
upon an event or transaction which the Corporation does not survive;
provided that the Corporations hall have given to Employee at least
five days notice of such termination, the Employee shall have had the
right prior to or simultaneously with the consummation of the event or
other transaction to exercise his or her option as to all or any part
of the Common stock subject to this Agreement.
8. Non-Transferability of Option. The Option and any other
rights of the Employee under this Agreement or the Plan are
nontransferable as provided in Section 1.8 of the Plan.
9. Notices. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Corporation at its
principal office located at 000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx, 00000, to the attention of the Corporate Secretary and to
the Employee at the address given beneath the Employee's signature
hereto, or at such other address as either party may hereafter
designate in writing to the other.
10. Plan. the Option and all rights of Employee thereunder
are subject to, and the Employee agrees to be bound by, all of the
terms and conditions of the provisions of the Plan, incorporated herein
by this reference, to the extent such provisions are applicable to
options granted to Eligible Employees. The Employee acknowledges
receipt of a copy of the Plan, which is made a part hereof by this
reference, and agrees to be bound by the terms thereof. Unless
otherwise expressly provided in other Sections of this Agreement,
provisions of the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any rights in the
Employee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Committee so conferred by
appropriate action of the Committee under the Plan after the date
hereof.
11. Future Reload Grant. If, consistent with the terms of
Section 2.2(b) of the Plan, the Employee exercises the Option by
delivering shares of Common Stock already owned by him or her, the
Corporation hereby grants to the Employee subject to the limitations
contained in Section 2.2(c) of the Plan, an additional option (a
"Reload Option") to purchase at the Fair Market Value as of the date of
such exercise and new grant, a number of shares of Common Stock up to
the lesser of (i) the number of whole shares used by the Employee to
pay, or toward the payment of, the exercise price of the Option or
(ii) 50% of the number of shares (subject to adjustment under Section
4.2(a) of the Plan) set forth in Section 2 hereof, or (iii) the maximum
number of whole shares which does not cause the limit in Section 4
hereof to be exceeded; provided that (i) the Employee is an Eligible
Employee at the time of exercise of the original Option and (ii) shares
delivered in payment of the exercise price have been owned by Employee
for at least six months prior to the exercise. The Reload Option may
be exercised in whole or in part at any time after the date six months
after its grant until its expiration or earlier termination.
12. Notice of Disposition. The Employee agrees to notify
the Corporation of any sale or other disposition of any shares of
Common Stock received upon exercise of the Option or Reload Option, as
the case may be, if such sale or disposition occurs within two years
after the Award Date or within one year after the date of such
exercise.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed on its behalf by a duly authorized officer and the
Employee has hereunto set his or her hand.
THE XXXXXXX-XXXXXXXXXX CORPORATION
(a Delaware corporation)
By: ______________________________
Chairman
EMPLOYEE:
By: ______________________________
ATTEST:
By: ______________________________
