EXHIBIT 4.2
-----------
Forms of Stock Option Agreements for Employees and Directors
NON-QUALIFIED STOCK OPTION AGREEMENT (EMPLOYEES)
This NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of the [Date], by and between Xxxxxx Corporation, a
corporation organized and existing under the laws of the State of Delaware and
having an office at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 ("Company") and
[Name] ("Option Holder").
W I T N E S S E T H :
WHEREAS, by action of its Board of Directors ("Board"), the
Company has adopted the 1995 Xxxxxx Corporation Incentive Plan to Increase
Shareholder Value ("Plan"), pursuant to which Non-Qualified Stock Options with
respect to shares of common stock of the Company ("Shares") may be granted to
the Company's eligible officers and employees; and
WHEREAS, pursuant to Article III of the Plan, a Compensation
Committee ("Committee") has been appointed to select the individuals to whom
Non-Qualified Stock Options shall be granted and to prescribe the terms and
conditions of such grants; and
WHEREAS, the Committee has determined that the Option Holder
is eligible to be granted a Non-Qualified Stock Option and desires to grant a
Non-Qualified Stock Option to the Option Holder, and the Option Holder desires
to accept such grant, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Company and the Option Holder hereby agree
as follows:
Section 1. GRANT OF NON-QUALIFIED STOCK OPTION. The Company
hereby grants, and the Option Holder hereby accepts the Company's grant of, a
Non-Qualified Stock Option to purchase [Number] Shares ("Optioned Shares"), on
the terms and conditions hereinafter set forth.
Section 2. OPTION PERIOD. Subject to the limitations of
section 4, the Option Holder shall have the right to purchase all or any portion
of the Optioned Shares at any time during a period ("Option Period") which shall
commence on the date first above written and shall end on the earliest to occur
of the following dates:
(a) the tenth anniversary of the date first above written;
(b) the second anniversary of the Option Holder's
termination of employment with the Company due to his death, Disability
or retirement; and
(c) the first anniversary of the date of the Option Holder's
termination of employment with the Company for any reason not described
in section 2(b).
Section 3. EXERCISE PRICE. The Option Holder shall have the
right to purchase all or any portion of the Optioned Shares at a price per Share
equal to [Price] ("Exercise Price") payable (a) in United States dollars in cash
or by certified check, money order or bank draft payable to the order of Xxxxxx
Corporation, (b) in Shares duly endorsed for transfer and with all necessary
stock transfer tax stamps attached, already owned by the Option Holder and
having a fair market value equal to the Exercise Price, such fair market value
to be determined in such manner as may be provided by the Committee or as may be
required in order to comply with or conform to the requirements of any
applicable laws or regulations, or (c) in a combination of United States dollars
and such Shares.
Section 4. LIMITATIONS ON EXERCISE. There shall be no
limitations on exercise of the Optioned Shares other than those provided in
Section 2.
Section 5. METHOD OF EXERCISE. The Option Holder may, at any
time during the Option Period, exercise his right to purchase all or any part of
the Optioned Shares then available for purchase; provided, however, that the
minimum number of Optioned Shares which may be purchased shall be one hundred
(100) or, if less, the total number of Optioned Shares then available for
purchase. The Option Holder shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Exhibit A; and
(b) delivering to the Committee full payment of the
Exercise Price for the Optioned Shares to be purchased.
As soon as is practicable following the date on which the Option Holder has
satisfied the requirements of this section 5, the Committee shall take such
action as is necessary to cause the Company to issue a stock certificate
evidencing the Option Holder's ownership (or the ownership of such other person
as the Option Holder may, by written notice to the Committee, designate) of the
Optioned Shares that have been purchased. The Option Holder or other person
shall have no right to vote or to receive dividends, nor have any other rights
with respect to Optioned Shares, prior to the date as of which such Optioned
Shares are transferred to him on the stock transfer records of the Company, and
no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which such transfer is effected, except
as may be required under section 8.
Section 6. REGISTRATION AND DELIVERY OF OPTIONED SHARES. The
Company's obligation to deliver Shares under this Agreement shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
2
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under this Agreement prior to (a) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (b) the completion of such registration or other qualification under
any state or federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. EFFECT OF EXERCISE OF APPRECIATION RIGHT. In the
event that the Option Holder shall be granted an Appreciation Right with respect
to all or any portion of the Optioned Shares, the exercise of such Appreciation
Right shall automatically result in a reduction of the number of Optioned Shares
available for purchase hereunder by the number of Shares as to which such
Appreciation Right is exercised.
Section 8. ADJUSTMENTS IN THE EVENT OF REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity,
and in the event of any stock split, stock dividend or other event
generally affecting the number of Shares held by each person who is
then a shareholder of record, the number of Optioned Shares shall be
adjusted to account for such event. Such adjustment shall be effected
by multiplying:
(i) such number of Optioned Shares by
(ii) an amount equal to the number of Shares that
would be owned after such event by a person who, immediately
prior to such event, was the holder of record of one Share
and the Exercise Price shall be adjusted by dividing the Exercise Price by the
amount determined under section 8(a)(ii); provided, however, that the Committee
may, in its discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving
entity:
(i) Any Non-Qualified Stock Options granted under
this Agreement that remain outstanding may be cancelled by the
Board upon at least thirty days' written notice to each Option
Holder in advance of the effective date of such merger,
consolidation, business reorganization, liquidation or sale;
and
(ii) Any Non-Qualified Stock Option which is not
cancelled pursuant to section 8(b)(i) shall be adjusted in
such manner as the Committee shall deem appropriate to account
for such merger, consolidation or other business
reorganization.
3
Section 9. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Option Holder any right
to a continuation of employment by the Company or any of its affiliates which
employ the Option Holder. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
Section 10. TAXES. Where any person is entitled to receive
Shares pursuant to the exercise of the Non-Qualified Stock Option granted
hereunder, the Employer shall have the right to require such person to pay to
the Employer the amount of any tax which the Employer is required to withhold
with respect to such Shares, or, in lieu thereof, to retain, or to sell without
notice, a sufficient number of Shares to cover the amount required to be
withheld.
Section 11. NO ASSIGNMENT. The Non-Qualified Stock Option
granted hereunder shall not be subject in any manner to anticipation, alienation
or assignment, nor shall such NonQualified Stock Option be liable for or subject
to debts, contracts, liabilities, engagements or torts, nor shall it be
transferable by the Option Holder other than by will or by the laws of descent
and distribution. During the lifetime of the Option Holder, the Non-Qualified
Stock Option granted hereunder shall be exercisable only by him.
Section 12. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Xxxxxx Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: GENERAL COUNSEL
---------------
(b) If to the Option Holder, to the Option Holder's then
current residential address.
Section 13. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Option Holder
and their respective heirs, successors and assigns.
Section 14. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this
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Agreement, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 15. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
Section 16. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time by written agreement between the Company
and the Option Holder.
Section 17. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Option Holder acknowledges receipt of a copy of the Plan.
Section 18. ACCEPTANCE BY OPTION HOLDER. By executing this
Agreement and returning a fully executed copy hereof to the Committee at the
address specified in section 12, the Option Holder signifies his acceptance of
the terms and conditions of this Non-Qualified Stock Option. If a fully executed
copy of this Agreement is not received by the Committee within forty-five (45)
days after the date when it is presented to the Option Holder, the Committee may
revoke the Non-Qualified Stock Option granted, and thereby avoid all
obligations, hereunder.
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IN WITNESS WHEREOF, the Option Holder has executed, and the
Company has caused its duly authorized representative to execute, this Agreement
as of the date first above written.
XXXXXX CORPORATION
By:
------------------
F. D. Berkeley
Chairman and Chief Executive Officer
ATTEST:
------------------
Secretary
[SEAL] OPTION HOLDER
------------------
[Name]
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EXHIBIT A TO NON-QUALIFIED STOCK OPTION AGREEMENT (EMPLOYEES)
1995 XXXXXX CORPORATION INCENTIVE PLAN TO INCREASE SHAREHOLDER VALUE
INSTRUCTIONS. Use this Notice to inform the Compensation Committee of
Xxxxxx Corporation ("Company") that you are exercising your right to purchase
shares of common stock ("Shares") of the Company pursuant to a non-qualified
stock option ("Option") granted under the 1995 Xxxxxx Corporation Incentive Plan
to Increase Shareholder Value ("Plan"). If you are not the person to whom the
Option was granted ("Option Holder"), you must attach to this Notice proof of
your right to exercise the Option granted under the Non-Qualified Stock Option
Agreement entered into between the Company and the Option Holder ("Agreement").
This Notice should be personally delivered or mailed by certified mail, return
receipt requested, to: Compensation Committee, Xxxxxx Corporation, 00 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxx 00000, Attention: General Counsel. The effective date
of the exercise of the Option shall be the date this Notice is personally
delivered or post marked by the United States Post Office if mailed. Except as
specifically provided to the contrary herein, capitalized terms shall have the
meanings assigned to them under the Plan. This Notice is subject to all of the
terms and conditions of the Plan and the Agreement.
Xxxxxx Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
Re: NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION (EMPLOYEES)
Dear Sirs:
This shall constitute my irrevocable direction and authorization to
exercise options with respect to ________ shares of Xxxxxx Corporation stock
previously granted to me under the 1995 Xxxxxx Corporation Incentive Plan to
Increase Shareholder Value ("Plan") at $[Price] per share. I further authorize
you to issue my shares in my name and deliver them to _________________________
("Broker") for my account.
By copy of this letter, I authorize to the Broker to issue a check from
my account maintained with the Broker payable to Xxxxxx Corporation in the
amount of $ _____________________.
I represent that the above shares are not subject to any encumbrance or
other claim and that you, the Broker, and Xxxxxx Corporation's transfer agent
("Transfer Agent") may rely upon this exercise notice as a representation and
authorization for this purpose.
By copy of this letter, I further authorize the Broker to:
Exercise and Sell
Exercise and Hold
You are hereby directed and instructed to issue _________ shares of
common stock in my name for my account maintained with the Broker. Please:
(a) Arrange for electronic transfer of the shares on this
date via the Depository Trust to the Broker, whose DTC Number is ________; or
(b) Expedite the overnight delivery of said certificate
by express mail to:
Broker Name
--------------------------
Address
--------------------------
I understand that the difference between the Fair Market Value of the
Shares to be issued to me pursuant to this Notice and the Exercise Price of such
Shares will be taxable income to me, and that I must consult with my own tax
advisor regarding when such income will be reportable. I understand that, under
the Plan and Agreement, I am responsible for the amount of any federal, state
and local taxes that are required to be paid with respect to the Shares to be
issued pursuant to this Notice.
I have been advised by my legal counsel that my acquisition of shares
pursuant to this notice and my sale of the shares so acquired is not a
transaction to which Section 16(b) of the Securities Exchange Act of 1934
("short swing profit rule") applies. I acknowledge that under the short swing
profit rule I may be liable to the Corporation in the event of a sale occasioned
by a margin deficiency in my account.
I understand that I must rely on, and consult with, my own legal
counsel (and not the Company) regarding the application of all laws --
particularly tax and securities laws -- to the transactions to be effected
pursuant to this Notice.
Date
------------------ ---------------------------------
[Name]
---------------------------------
---------------------------------
Address
2
NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
This NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of the [Date] by and between Xxxxxx Corporation, a
corporation organized and existing under the laws of the State of Delaware and
having an office at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 ("Company") and
[Name] ("Option Holder").
W I T N E S S E T H :
WHEREAS, by action of its Board of Directors ("Board"), the
Company has adopted the 1995 Xxxxxx Corporation Incentive Plan to Increase
Shareholder Value ("Plan"), pursuant to which Non-Qualified Stock Options with
respect to shares of common stock of the Company ("Shares") may be granted to
the Company's eligible officers, employees and directors; and
WHEREAS, pursuant to Article IV of the Plan, each person who
is an Eligible Outside Director shall be granted a Non-Qualified Stock Option to
purchase [Number] Shares as of the date first written above or, if such person
becomes an Eligible Outside Director subsequent to the date first written above,
the first day of the month following the month in which such person becomes an
Eligible Outside Director; and
WHEREAS, the Option Holder is an Eligible Outside Director and
therefore is eligible to be granted a Non-Qualified Stock Option and the Option
Holder desires to accept such grant on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the Company and the Option Holder hereby agree
as follows:
Section 1. GRANT OF NON-QUALIFIED STOCK OPTION. The Company
hereby grants, and the Option Holder hereby accepts the Company's grant of, a
Non-Qualified Stock Option to purchase [Number] Shares ("Optioned Shares"), on
the terms and conditions hereinafter set forth.
Section 2. OPTION PERIOD. Subject to the limitations of
section 4, the Option Holder shall have the right to purchase all or any portion
of the Optioned Shares at any time during a period ("Option Period") which shall
commence on the date first above written and shall end on the earliest of:
(a) the last day of the one-year period commencing on the date
the Eligible Outside Director ceases to be a member of the Board for
reasons other than on account of death, Disability or retirement as a
member of the Board after age 65;
(b) the last day of the three-year period commencing on the
date the Eligible Outside Director ceases to be a member of the Board
on account of death, Disability or retirement as a member of the Board
after age 65; or
(c) the last day of the ten year period commencing on the date
on which the Option was granted.
Section 3. EXERCISE PRICE. The Option Holder shall have the
right to purchase all or any portion of the Optioned Shares at a price per Share
equal to [Price] ("Exercise Price") payable (a) in United States dollars in cash
or by certified check, money order or bank draft payable to the order of Xxxxxx
Corporation, (b) in Shares duly endorsed for transfer and with all necessary
stock transfer tax stamps attached, already owned by the Option Holder and
having a fair market value equal to the Exercise Price, such fair market value
to be determined in such manner as may be provided by the Committee or as may be
required in order to comply with or conform to the requirements of any
applicable laws or regulations, or (c) in a combination of United States dollars
and such Shares.
Section 4. LIMITATIONS ON EXERCISE. There shall be no
limitations on exercise of the Optioned Shares other than those provided in
Section 2.
Section 5. METHOD OF EXERCISE. The Option Holder may, at any
time during the Option Period, exercise his right to purchase all or any part of
the Optioned Shares then available for purchase; provided, however, that the
minimum number of Optioned Shares which may be purchased shall be one hundred
(100) or, if less, the total number of Optioned Shares then available for
purchase. The Option Holder shall exercise such right by:
(a) giving written notice to the Compensation Committee
of the Board of Directors of Xxxxxx Corporation ("Committee"), in the
form attached hereto as Exhibit A; and
(b) delivering to the Committee full payment of the
Exercise Price for the Optioned Shares to be purchased.
As soon as is practicable following the date on which the Option Holder has
satisfied the requirements of this section 5, the Committee shall take such
action as is necessary to cause the Company to issue a stock certificate
evidencing the Option Holder's ownership (or the ownership of such other person
as the Option Holder may, by written notice to the Committee, designate) of the
Optioned Shares that have been purchased. The Option Holder or other person
shall have no right to vote or to receive dividends, nor have any other rights
with respect to Optioned Shares, prior to the date as of which such Optioned
Shares are transferred to him on the stock transfer records of the Company, and
no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which such transfer is effected, except
as may be required under section 8.
2
Section 6. REGISTRATION AND DELIVERY OF OPTIONED SHARES. The
Company's obligation to deliver Shares under this Agreement shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under this Agreement prior to (a) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (b) the completion of such registration or other qualification under
any state or federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. EFFECT OF EXERCISE OF APPRECIATION RIGHT. In the
event that the Option Holder shall be granted an Appreciation Right with respect
to all or any portion of the Optioned Shares, the exercise of such Appreciation
Right shall automatically result in a reduction of the number of Optioned Shares
available for purchase hereunder by the number of Shares as to which such
Appreciation Right is exercised.
Section 8. ADJUSTMENTS IN THE EVENT OF REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity,
and in the event of any stock split, stock dividend or other event
generally affecting the number of Shares held by each person who is
then a shareholder of record, the number of Optioned Shares shall be
adjusted to account for such event. Such adjustment shall be effected
by multiplying:
(i) such number of Optioned Shares by
(ii) an amount equal to the number of Shares that
would be owned after such event by a person who, immediately
prior to such event, was the holder of record of one Share;
and the Exercise Price shall be adjusted by dividing the Exercise Price by the
amount determined under section 8(a)(ii); provided, however, that the Committee
may, in its discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving
entity:
(i) Any Non-Qualified Stock Options granted under
this Agreement that remain outstanding may be cancelled by the
Board upon at least thirty days' written notice to each Option
Holder in advance of the effective date of such
3
merger, consolidation, business reorganization, liquidation or
sale; and
(ii) Any Non-Qualified Stock Option which is not
cancelled pursuant to section 8(b)(i) shall be adjusted in
such manner as the Committee shall deem appropriate to account
for such merger, consolidation or other business
reorganization.
Section 9. NO RIGHT TO CONTINUED BOARD MEMBERSHIP. Nothing in
this Agreement, nor any action of the Board or Committee with respect to this
Agreement, shall be held or construed to confer upon the Option Holder any right
to a continuation of membership on the Board of the Company or any of its
affiliates. The Option Holder may be dealt with in the same manner as if this
Agreement had not been entered into.
Section 10. TAXES. Where any person is entitled to receive
Shares pursuant to the exercise of the Non-Qualified Stock Option granted
hereunder, the Company shall have the right to require such person to pay to the
Company the amount of any tax which the Company is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or to sell without
notice, a sufficient number of Shares to cover the amount required to be
withheld.
Section 11. NO ASSIGNMENT. The Non-Qualified Stock Option
granted hereunder shall not be subject in any manner to anticipation, alienation
or assignment, nor shall such Non-Qualified Stock Option be liable for or
subject to debts, contracts, liabilities, engagements or torts, nor shall it be
transferable by the Option Holder other than by will or by the laws of descent
and distribution. During the lifetime of the Option Holder, the NonQualified
Stock Option granted hereunder shall be exercisable only by him.
Section 12. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Xxxxxx Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: GENERAL COUNSEL
---------------
(b) If to the Option Holder, to the Option Holder's then
current residential address.
4
Section 13. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Option Holder
and their respective heirs, successors and assigns.
Section 14. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 15. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by federal law.
Section 16. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time by written agreement between the Company
and the Option Holder.
Section 17. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Option Holder acknowledges receipt of a copy of the Plan.
Section 18. ACCEPTANCE BY OPTION HOLDER. By executing this
Agreement and returning a fully executed copy hereof to the Committee at the
address specified in section 12, the Option Holder signifies his acceptance of
the terms and conditions of this Non-Qualified Stock Option. If a fully executed
copy of this Agreement is not received by the Committee within forty-five days
after the date when it is presented to the Option Holder, the Committee may
revoke the Non-Qualified Stock Option granted, and thereby avoid all
obligations, hereunder.
5
IN WITNESS WHEREOF, the Option Holder has executed, and the
Company has caused its duly authorized representative to execute, this Agreement
as of the date first above written.
XXXXXX CORPORATION
By:
------------------------------------
F. D. Berkeley
Chairman and Chief Executive Officer
Date:
-------------------------------
ATTEST:
------------------------------------
Secretary
[SEAL]
[Name]
------------------------------------
Signature
Date:
--------------------------------
6
EXHIBIT A TO NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
1995 XXXXXX CORPORATION INCENTIVE PLAN TO INCREASE SHAREHOLDER VALUE
INSTRUCTIONS. Use this Notice to inform the Compensation Committee of
Xxxxxx Corporation ("Company") that you are exercising your right to purchase
shares of common stock ("Shares") of the Company pursuant to a non-qualified
stock option ("Option") granted under the 1995 Xxxxxx Corporation Incentive Plan
to Increase Shareholder Value ("Plan"). If you are not the person to whom the
Option was granted ("Option Holder"), you must attach to this Notice proof of
your right to exercise the Option granted under the Non-Qualified Stock Option
Agreement entered into between the Company and the Option Holder ("Agreement").
This Notice should be personally delivered or mailed by certified mail, return
receipt requested, to: Compensation Committee, Xxxxxx Corporation, 00 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxx 00000, Attention: General Counsel. The effective date
of the exercise of the Option shall be the date this Notice is personally
delivered or post marked by the United States Post Office if mailed. Except as
specifically provided to the contrary herein, capitalized terms shall have the
meanings assigned to them under the Plan. This Notice is subject to all of the
terms and conditions of the Plan and the Agreement.
Xxxxxx Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
Re: NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION (DIRECTORS)
Dear Sirs:
This shall constitute my irrevocable direction and authorization to
exercise options with respect to ____________ shares of Xxxxxx Corporation stock
previously granted to me under the 1995 Xxxxxx Corporation Incentive Plan to
Increase Shareholder Value ("Plan") at $[Price] per share. I further authorize
you to issue my shares in my name and deliver them to___________________________
_______________________________________________("Broker") for my account.
By copy of this letter, I authorize the Broker to issue a check from my
account maintained with the Broker payable to Xxxxxx Corporation in the amount
of $ _____________________________.
I represent that the above shares are not subject to any encumbrance or
other claim and that you, the Broker, and Xxxxxx Corporation's transfer agent
("Transfer Agent") may rely upon this exercise notice as a representation and
authorization for this purpose.
By copy of this letter, I further authorize the Broker to:
Exercise and Sell
Exercise and Hold
You are hereby directed and instructed to issue _______________ shares
of common stock in my name for my account maintained with the Broker. Please:
(a) Arrange for electronic transfer of the shares on this
date via the Depository Trust to the Broker, whose DTC Number is ___________; or
(b) Expedite the overnight delivery of said certificate
by express mail to:
Broker Name
-----------------------------
Address
-----------------------------
I understand that the difference between the Fair Market Value of the
Shares to be issued to me pursuant to this Notice and the Exercise Price of such
Shares will be taxable income to me, and that I must consult with my own tax
advisor regarding when such income will be reportable. I understand that, under
the Plan and Agreement, I am responsible for the amount of any federal, state
and local taxes that are required to be paid with respect to the Shares to be
issued pursuant to this Notice.
I have been advised by my legal counsel that my acquisition of shares
pursuant to this notice and my sale of the shares so acquired is not a
transaction to which Section 16(b) of the Securities Exchange Act of 1934
("short swing profit rule") applies. I acknowledge that under the short swing
profit rule I may be liable to the Corporation in the event of a sale occasioned
by a margin deficiency in my account.
I understand that I must rely on, and consult with, my own legal
counsel (and not the Company) regarding the application of all laws
-particularly tax and securities laws -- to the transactions to be effected
pursuant to this Notice.
Date _____________________________ _____________________________
[Name]
_____________________________
_____________________________
Address
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