EXHIBIT 4.4
NONQUALIFIED STOCK OPTION AGREEMENT
1996 EMPLOYEES' STOCK OPTION PLAN OF
IWC SERVICES, INC.
(THE OPTIONS REPRESENTED HEREBY ARE PRESENTLY EXERCISABLE)
THIS OPTION AGREEMENT ("Option Agreement") dated and delivered to the
holder on this _____ day of __________, 1997, in Houston, Texas, is by and
between IWC SERVICES, INC., a Texas corporation (hereinafter called the
"Company"), and ________________ (hereinafter called "Optionee"):
RECITALS
The Board of Directors (the "Board") has determined that it would be in
the best interests of the Company and its stockholders to grant the option
provided for herein (the "Option") to Optionee pursuant to the Plan and the
terms set forth herein as an inducement to serve as an employee of the Company
and to provide Optionee with a proprietary interest in the future of the
Company;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to Optionee the right
and option to purchase, on the terms and conditions hereinafter set forth, all
or any part of an aggregate of _________ (_______) shares (the "Stock") of the
presently authorized but unissued common stock, par value $.01 per share, of the
Company (the "Common Stock"). The purchase price of the Stock subject to this
Option shall be $1.00 per share.
2. EXERCISE OF OPTION.
(a) Subject to Section 2(d) hereof, this Option may be exercised in whole
or in part, at any time or from time to time during the period commencing on the
date of the Option Agreement and ending on ________________ (ten years form the
Date of Grant). The Option is not transferable or assignable by the Optionee
other than by will or the laws of descent and distribution or pursuant to a
Qualified Domestic Relations Order, as defined in the Plan. During the
Optionee's lifetime, this Option shall be exercisable only by the Optionee.
(b) This Option may exercised by written notice of intent to exercise the
Option delivered to the Company at its principal office no fewer than five days
in advance of the effective date of the proposed exercise. Such notice shall be
accompanied by this Agreement, shall specify the number of shares of Common
Stock with respect to which the Option is being exercised and shall specify the
proposed effective date of such exercise. Such notice shall also be accompanied
by payment in full to the Company at its principal office of the option price
for the number of shares of the Common Stock with respect to which the Option is
then being exercised. The payment of the option price shall be made in cash or
by certified check, bank draft, or postal or express money order payable to the
order of the Company or, with the consent of the Board, in whole or in part, in
Common Stock which is owned by the Optionee and valued at its Fair Market Value
on the effective date of exercise. Any payment in shares of Common Stock shall
be effected by delivery of such shares to the Secretary of the Company, duly
endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents or evidence as the Secretary of the Company
shall require from time to time.
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(c) Upon the Company's determination that the Option has been validly
exercised as to any of the Stock, the Secretary of the Company shall issue a
certificate or certificates in the Optionee's name for the number of shares set
forth in his written notice. However, the Company shall not be liabe to the
Optionee for damages relating to any delays in issuing the certificate(s) to
him, any loss of the certificate(s), or any mistakes or errors in the issuance
of the certificate(s) themselves.
(d) No Option shall be exercisable after the earliest of the following
dates:(i) May 6, 2007; (ii) 30 days after the termination of the employment of
the Optionee by reason of disability or death, (iii) the date of actual
termination of the employment of the Optionee, if the Optionee is terminated for
cause; or (iv) 30 days after the termination of the employment of the Optionee
for any reason other than as specified above.
3. TERM OF EMPLOYMENT. This Option shall not grant to Optionee any right
to continue
serving as an employee of the Company.
4. NOTICES: DELIVERIES. Any notice or delivery required to be given under
the terms of this Option Agreement shall be addressed to the Company in care of
its Secretary at its principal office, 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000, and any notice or delivery to be given to Optionee shall be
addressed to him a the address given by him beneath his signature hereto or such
other address as either party hereto may hereafter designate in writing to the
other. Any such notice or delivery shall be deemed to have been duly given when
addressed as aforesaid, registered or certified mail, and deposited (postage or
registration or certification fee prepaid) in a post office or branch post
office regularly maintained by the United States.
5. DISPUTES. As a condition of the granting of the Option hereby, the
Optionee and his heirs and successors agree that any dispute of disagreement
which may arise hereunder shall be determined by the Board in its sole
discretion and judgment, and that any such determination and any interpretation
by the Board of the terms of this Option shall be final and shall be binding and
conclusive, for all purposes, upon the Company, Optionee, his heirs and personal
representatives.
6. LEGEND ON CERTIFICATES. The certificate(s) representing the shares of
Stock purchased by exercise of this Option will be stamped or otherwise
imprinted with a legend in such form as the Company or its counsel may require
with respect to any applicable restrictions on the sale or transfer of such
shares and the stock transfer records of the Company will reflect stop-transfer
instructions with respect to such shares.
7. OPTION SUBJECT TO PLAN. This Option is subject to the Plan. In the
event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable term s and provisions of the Plan will
govern and prevail. All definitions of words and terms contained in the Plan
shall be aplicable to this Option.
8. MISCELLANEOUS.
(a) All decisions of the Board upon any questions arising under the Plan or
under this Option Agreement shall be conclusive.
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(b) Nothing herein contained shall affect Optionee's right to participate
in and receive benefits from and in accordance with the then current provisions
of any pension, insurance or other employee welfare plan or program of the
Company.
(c) Optionee agrees to make appropriate arrangements with the Company for
satisfaction of any applicable federal, state or local income tax withholding
requirements or like requirements, including the payment to the Company at the
time of exercise of the Option of all such taxes and requirements.
(d) Whenever the term "Optionee" is used herein under circumstances
applicable to any other person or persons to whom this Option, in accordance
with the provisions hereof, may be transferred, the word "Optionee" shall be
deemed to include such person or persons.
(e) Notwithstanding any of the other provisions hereof, Optionee agrees
that he will not exercise this Option and that the Company will not be obligated
to issue any of the Stock pursuant to this Option Agreement, if the exercise of
the Option or the issuance of such shares of Common Stock would constitute a
violation by the Optionee or by the Company of any provision of any law or
regulation of any governmental authority or national securities exchange. Upon
the acquisition of any Stock pursuant to the exercise of the Option herein
granted, Optionee will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Agreement.
(f) This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company. The interpretation, performance and
enforcement of this Option Agreement shall be governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the Company has, as of the date and place first above
written, caused this Agreement to be executed on its behalf by the Officer whose
signature appears below and Optionee has hereunto set his hand as of the date
and place first above written, which date is the date of grant of this Option.
IWC SERVICES, INC. OPTIONEE
By:_____________________________ ____________________________________
X. X. Xxxxxxx, Chairman Signature
____________________________________
Name (Print)
____________________________________
Address
____________________________________
City, State
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NONQUALIFIED STOCK OPTION AGREEMENT
1996 EMPLOYEES' STOCK OPTION PLAN OF
IWC SERVICES, INC.
(THE OPTIONS REPRESENTED HEREBY WILL VEST AT THE RATE OF 20% PER YEAR)
THIS OPTION AGREEMENT ("Option Agreement") dated and delivered to the
holder on this ____ day of __________, 1997, in Houston, Texas, is by and
between IWC SERVICES, INC., a Texas corporation (hereinafter called the
"Company"), and ________________ (hereinafter called "Optionee"):
RECITALS
The Board of Directors (the "Board") has determined that it would be
in the best interests of the Company and its stockholders to grant the option
provided for herein (the "Option") to Optionee pursuant to the Plan and the
terms set forth herein as an inducement to serve as an employee of the Company
and to provide Optionee with a proprietary interest in the future of the
Company;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to Optionee the right and
option to purchase, on the terms and conditions hereinafter set forth, all or
any part of an aggregate of _________ (_______) shares (the "Stock") of the
presently authorized but unissued common stock, par value $.01 per share, of the
Company (the "Common Stock"). The purchase price of the Stock subject to this
Option shall be $1.00 per share.
2. EXERCISE OF OPTION.
(a) Subject to Sections 2(d) and 2(e) hereof, this Option may be exercised
in whole or in part, at any time or from time to time during the period
commencing on the date of the Option Agreement and ending on ________________
(ten years form the Date of Grant). The Option is not transferable or assignable
by the Optionee other than by will or the laws of descent and distribution or
pursuant to a Qualified Domestic Relations Order, as defined in the Plan. During
the Optionee's lifetime, this Option shall be exercisable only by the Optionee.
(b) This Option may exercised by written notice of intent to exercise the
Option delivered to the Company at its principal office no fewer than five days
in advance of the effective date of the proposed exercise. Such notice shall be
accompanied by this Agreement, shall specify the number of shares of Common
Stock with respect to which the Option is being exercised and shall specify the
proposed effective date of such exercise. Such notice shall also be accompanied
by payment in full to the Company at its principal office of the option price
for the number of shares of the Common Stock with respect to which the Option is
then being exercised. The payment of the option price shall be made in cash or
by certified check, bank draft, or postal or express money order payable to the
order of the Company or, with the consent of the Board, in whole or in part, in
Common Stock which is owned by the Optionee and valued at its Fair Market Value
on the effective date of exercise. Any payment in shares of Common Stock shall
be effected by delivery of such shares to the Secretary of the Company, duly
endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents or evidence as the Secretary of the Company
shall require from time to time.
4
(c) Upon the Company's determination that the Option has been validly
exercised as to any of the Stock, the Secretary of the Company shall issue a
certificate or certificates in the Optionee's name for the number of shares set
forth in his written notice. However, the Company shall not be liabe to the
Optionee for damages relating to any delays in issuing the certificate(s) to
him, any loss of the certificate(s), or any mistakes or errors in the issuance
of the certificate(s) themselves.
(d) The option represented hereby shall vest and become exercisable in
cumulative installments as follows: to the extent of 20% of the number of shares
originally granted on July 28, 1998; and to the extent of an additional 20% of
the number of shares originally granted on July 28, 1999, 2000, 2001, and 2002,
provided that the Board of Directors may, in its discretion, accelerate the
vesting date of all or any portion of the option granted hereby.
(e) No Option shall be exercisable after the earliest of the following
dates:(i) May 6, 2007; (ii) 30 days after the termination of the employment of
the Optionee by reason of disability or death, (iii) the date of actual
termination of the employment of the Optionee, if the Optionee is terminated for
cause; or (iv) 30 days after the termination of the employment of the Optionee
for any reason other than as specified above.
3. TERM OF EMPLOYMENT. This Option shall not grant to Optionee any right to
continue serving as an employee of the Company.
4. NOTICES: DELIVERIES. Any notice or delivery required to be given
under the terms of this Option Agreement shall be addressed to the Company in
care of its Secretary at its principal office, 0000 Xxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, and any notice or delivery to be given to Optionee shall
be addressed to him a the address given by him beneath his signature hereto or
such other address as either party hereto may hereafter designate in writing to
the other. Any such notice or delivery shall be deemed to have been duly given
when addressed as aforesaid, registered or certified mail, and deposited
(postage or registration or certification fee prepaid) in a post office or
branch post office regularly maintained by the United States.
5. DISPUTES. As a condition of the granting of the Option hereby, the
Optionee and his heirs and successors agree that any dispute of disagreement
which may arise hereunder shall be determined by the Board in its sole
discretion and judgment, and that any such determination and any interpretation
by the Board of the terms of this Option shall be final and shall be binding and
conclusive, for all purposes, upon the Company, Optionee, his heirs and personal
representatives.
6. LEGEND ON CERTIFICATES. The certificate(s) representing the shares
of Stock purchased by exercise of this Option will be stamped or otherwise
imprinted with a legend in such form as the Company or its counsel may require
with respect to any applicable restrictions on the sale or transfer of such
shares and the stock transfer records of the Company will reflect stop-transfer
instructions with respect to such shares.
7. OPTION SUBJECT TO PLAN. This Option is subject to the Plan. In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable term s and provisions of the Plan
will govern and prevail. All definitions of words and terms contained in the
Plan shall be aplicable to this Option.
5
8. MISCELLANEOUS.
(a) All decisions of the Board upon any questions arising under the Plan or
under this Option Agreement shall be conclusive.
(b) Nothing herein contained shall affect Optionee's right to participate in
and receive benefits from and in accordance with the then current provisions of
any pension, insurance or other employee welfare plan or program of the Company.
(c) Optionee agrees to make appropriate arrangements with the Company for
satisfaction of any applicable federal, state or local income tax withholding
requirements or like requirements, including the payment to the Company at the
time of exercise of the Option of all such taxes and requirements.
(d) Whenever the term "Optionee" is used herein under circumstances
applicable to any other person or persons to whom this Option, in accordance
with the provisions hereof, may be transferred, the word "Optionee" shall be
deemed to include such person or persons.
(e) Notwithstanding any of the other provisions hereof, Optionee agrees that
he will not exercise this Option and that the Company will not be obligated to
issue any of the Stock pursuant to this Option Agreement, if the exercise of the
Option or the issuance of such shares of Common Stock would constitute a
violation by the Optionee or by the Company of any provision of any law or
regulation of any governmental authority or national securities exchange. Upon
the acquisition of any Stock pursuant to the exercise of the Option herein
granted, Optionee will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Agreement.
(f) This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company. The interpretation, performance and
enforcement of this Option Agreement shall be governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the Company has, as of the date and place first above
written, caused this Agreement to be executed on its behalf by the Officer whose
signature appears below and Optionee has hereunto set his hand as of the date
and place first above written, which date is the date of grant of this Option.
IWC SERVICES, INC. OPTIONEE
By:________________________________ ____________________________________
X. X. Xxxxxxx, Chairman Signature
____________________________________
Name (Print)
____________________________________
Address
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____________________________________
City, State
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