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EXHIBIT 9
THE ▇▇▇▇▇▇ CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
No. of Shares: 100,000 Grant Date: June 9, 1999
This is to confirm that The ▇▇▇▇▇▇ Corporation (the "Company") has
granted ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("you") the right and option (the "Option") under The
▇▇▇▇▇▇ Corporation 1998 Stock Incentive Plan (the "Plan") to purchase up to
100,000 shares (the "Shares") of common stock, par value $1.00 per share, of
the Company, on the principal terms set forth herein. This Agreement shall be
construed in accordance with and subject to the provisions of the Plan and,
except as otherwise expressly set forth herein, the capitalized terms used in
this Agreement shall have the same definitions as set forth in the Plan.
1. When Option can be Exercised. The Option will vest and become
exercisable subject to the vesting schedule enclosed and the Option will expire
at 5:00 P.M., New York City time on June 9, 2009, (the "Expiration Time"),
unless the Option terminates earlier as provided in Section 4 of this Agreement.
The Option will terminate at the Expiration Time, if it has not terminated
before that; provided, however, that the Option may, upon your death, be later
exercised for up to one (1) year following the date of your death if such death
occurs prior to the tenth anniversary of the date of this Agreement. The Option
will become immediately exercisable in full upon a Change in Control of the
Company (as defined in the Plan) or upon your death, in either case if it
occurs while you are employed by the Company, even if such event occurs before
the exercise dates stated in the attached schedule. The Option is not intended
to qualify as an Incentive Stock Option within the meaning of Section 422 of
the Code.
2. Exercise Price. The price at which you are entitled to purchase
Shares upon exercise of the Option will be $17.375 per share.
3. How to Exercise the Option. To exercise an option please refer
to the enclosed letter from ▇▇▇▇ ▇. Gozo regarding specific instructions on the
procedure for exercising stock options and to the attached memo from ▇. ▇.
▇▇▇▇▇▇▇ on Outsourcing of Plan Administration for opening an account with
▇▇▇▇▇▇▇ ▇▇▇▇▇ and exercising an option.
4. Termination of Option. The Option shall terminate on June 9,
2009 which is the tenth anniversary of the date the Option is granted (or if
later, the first anniversary of the date of your death if such death occurs
prior to such tenth anniversary), unless terminated earlier as follows:
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(i) If your employment is terminated by the Company for any reason
other than Disability, death, Cause or Retirement, or if the Committee
determines, in its Discretion, that circumstances justify continued exercise of
Options, you may for a period of three (3) months after such termination
exercise your Option to the extent, and only to the extent, that such Option or
portion thereof was vested and exercisable as of the date of such termination,
after which time the Option shall automatically terminate in full.
(ii) If your employment is terminated by reason of Disability, you
may, for a period of twelve (12) months after such termination, exercise your
Option to the extent, and only to the extent, that such Option or portion
thereof was vested and exercisable, as of the date of such termination, after
which time the Option shall automatically terminate in full.
(iii) If your employment is terminated by reason of Retirement, (as
defined below), you may for a period of three (3) months after such termination
exercise your Option to the extent, and only to the extent, that such Option or
portion thereof was vested and exercisable as of the date of such termination,
after which the Option shall terminate in full. "Retirement" means your
termination from employment by reason of your fulfillment of the requirements
for a normal, early or disability retirement pension, as determined by the
Committee in its discretion.
(iv) If your employment is terminated by the Company for Cause the
Option granted to you hereunder shall immediately terminate in full.
(v) If your employment is terminated by reason of death, the Option
shall become immediately and fully exercisable and the Option may be exercised
at any time within twelve (12) months after your death by the person or persons
to whom such rights under the Option shall pass by will, or by the laws of
descent or distribution, after which time the Option shall terminate in full.
If you die within three (3) months of termination described in paragraph (i) or
(iii) above, or within twelve (12) months after a termination described in
paragraph (ii) above, the Option granted to you may be exercised at any time
within twelve (12) months after your death by the person or persons to whom
such rights under the Option shall pass by will, or by the laws of descent and
distribution, after which time the Option shall terminate in full, provided
that an Option may be exercised only to the extent it was exercisable on the
date of death or earlier termination of your employment.
(vi) The Option, to the extent it is not vested and exercisable on the
date of your termination of employment or does not become vested and exercisable
upon your termination of employment, shall terminate immediately upon your
termination of employment with the Company for any reason.
(vii) Notwithstanding the foregoing, in the event your employment with
the Company terminates following a Change in Control, the Option shall remain
exercisable until the earlier of the first anniversary of the termination of
your employment or the expiration of the stated term of the Option, but in no
such event earlier than provided in the preceding provisions of this Section 4.
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5. Prohibition against Assignments. During your lifetime, the Option may
be exercised only by you, or by your guardian or legal representative if you
become unable to act. After your death, the Option may be exercised by the
executor of your estate or personal representative, or by the persons to whom
the right to exercise the Option has passed by will or through the laws of
descent and distribution. The Option may not be assigned, pledged or
hypothecated in any way, may not be subject to execution by a creditor or any
other person and may not be transferred other than by will or the laws of
descent and distribution. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option which is not specifically
permitted by the Plan will be void. Notwithstanding the foregoing, the Option
may be transferred to members of your immediate family, to trusts solely for the
benefit of your immediate family members and to partnerships in which such
family members and/or trusts are the only partners. For this purpose, immediate
family means your spouse, parents, children, stepchildren and grandchildren and
the spouses of such parents, children, stepchildren and grandchildren.
6. Not a Stockholder. You shall not be deemed to be the holder of, or
have any of the rights of a holder with respect to any Shares subject to the
Option until (i) the Option has been exercised pursuant to the terms of this
Agreement and you have paid the full purchase price for the number of Shares in
respect of which the Option was exercised, (ii) the Company has issued and
delivered the Shares to you, and (iii) your name has been entered as a
stockholder of record on the books of the Company, whereupon you shall have full
voting and other ownership rights with respect to such Shares.
7. No Guarantee of Employment. The fact that you have been granted an
Option will not give you any right to continue in the employ of the Company, or
will interfere with or restrict any right the Company may have to discharge you
as an employee.
8. Compliance with Securities Laws. The Company's obligation to issue
Shares to you upon exercise of the Option is subject to the condition that the
issuance of the Shares will be in compliance with the Securities Act of 1933, as
amended, and all other applicable laws and regulations, and that the stock you
will be purchasing by exercising the Option will have been authorized for
listing on The New York Stock Exchange (or any other securities exchange on
which the Company's common stock is listed).
9. Adjustments. In the event of a Change in Capitalization, the number
and class of Shares subject to the Option and the exercise price may be adjusted
as provided in the Plan.
10. Withholding of Taxes. If the Company is required to pay withholding
tax because of the exercise of the Option, the Company may (i) withhold Shares
of common stock purchased by exercising the Option, such Shares having an
aggregate Fair Market Value equal to the withholding taxes, or (ii) require
payment to the Company of a sum equal to the sum the Company must withhold
before the Company will issue stock as a result of exercising the Option. If you
make an election under Section 83(b) of the Internal Revenue Code in connection
with your exercise of the Option, you must notify the Company of that fact.
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11. Plan Controls. If there is any inconsistency between the terms
of the Plan and the terms of this Agreement, the terms of the Plan will
control. The Committee which administers the Plan will have authority to
interpret the Plan and this Agreement. You hereby acknowledge receipt of a copy
of the Plan and agree to be bound by all the terms and provisions thereof. Any
determination made hereunder shall be final, binding and conclusive on you and
the Company for all purposes.
12. Amendments. The Board of Directors of the Company may at any
time modify the Plan. However, no modification or amendment of the Plan will
affect your rights as the holder of this Option without your consent.
13. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflicts of laws principles thereof.
THE ▇▇▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇ ▇. Gozo
____________________
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 7/26/99
_____________________ ________
Receipt Acknowledged Date
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VESTING SCHEDULE
1998 STOCK OPTION PLAN
June 9, 2000 25,000 shares
June 9, 2001 25,000 shares
June 9, 2002 25,000 shares
June 9, 2003 25,000 shares
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100,000 shares
