EXHIBIT 10.3
XXXXXXXX INDUSTRIES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), effective
as of the ____ day of ________, 199_, is made by and between Xxxxxxxx
Industries, Inc., a Virginia corporation (the "Company"), and
____________________, a key employee of the Company's wholly owned operating
subsidiary, Xxxxxxxx Adhesives, Inc. ("Employee").
RECITALS:
A. The Board of Directors of the Company has adopted the Xxxxxxxx
Industries, Inc. 1995 Non-Qualified Stock Plan (the "Plan"), pursuant to which a
committee of the Board of Directors (the "Committee") is authorized to grant to
employees, who have contributed significantly or who can be expected to
contribute significantly to the profits or growth of the Company or its
subsidiaries, one or more options to purchase the Common Stock of the Company.
Capitalized terms used herein have the definitions ascribed to them in the Plan
unless the context otherwise requires. This Agreement is subject to the
applicable provisions of the Plan and to such other provisions as the Committee
may determine.
B. The Committee has determined that Employee has contributed
significantly to the profits and growth of Xxxxxxxx Adhesives, Inc., the
Company's wholly owned subsidiary, and desires to induce Employee to continue to
contribute significantly by granting to Employee a Non-Qualified Stock Option.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises, covenants and
agreements herein contained, the parties hereby agree as follows:
1. Non-Qualified Stock Option. Subject to the conditions stated
in this Agreement and the Plan, a copy of which is attached hereto as Exhibit A,
the Company hereby grants to Employee a Non-Qualified Stock Option (the
"Option") to purchase from it ____________________ (________) shares of the
authorized and unissued Common Stock of the Company (the "Option Shares").
Employee shall not have any rights as a shareholder with respect to the Option
Shares until the date he purchases such shares.
2. Exercise of Option.
(a) Subject to the provisions of this Agreement and the Plan, Employee
may exercise the Option in whole or in part at any time before the expiration of
the Option by delivering to the Company a written notice of exercise specifying
the number of whole shares to be purchased in multiples of 1,000 and the
effective date of the exercise (which shall be a date coinciding with or
following the Company's receipt of such notice).
(b) Any written notice of exercise of the Option shall be accompanied
by payment of the Purchase Price (as determined in accordance with Section 3
hereof) for the Option Shares being purchased. Such payment shall be made in
cash, unless an alternative method of payment under paragraph 2(c) below is
approved in advance by the Committee. The Committee may establish such other
payment terms as it deems appropriate. As soon as practicable after receipt of
payment, the Company shall deliver to Employee a certificate or certificates
representing the number of Option Shares purchased.
(c) To the extent approved by the Committee in advance under Section
2(b) hereof and otherwise permitted under applicable laws and regulations and
under the Plan, Employee may make payment of the Purchase Price for the Option
Shares being purchased by means of a "cashless exercise" of the Option. The
cashless exercise shall be effected by either:
(i) Employee's surrendering to the Company or the Company's
withholding from the Employee shares of Common Stock with a Fair Market
Value equal to the Purchase Price (as defined below) for the Option
Shares being purchased and any additional costs and expenses associated
with the cashless exercise; or
(ii) Employee's delivering to a broker instructions to sell a
sufficient number of the Option Shares being purchased upon exercise of
the Option to cover the Purchase Price thereof and any additional costs
and expenses associated with the cashless exercise.
3. Option Price and Purchase Price. The option price for any
Option Shares sold to Employee pursuant to any exercise of the Option shall be
____________________ ($_____) per share (the "Option Price"), an amount no less
than the Fair Market Value of each share as of the date of this Agreement. The
purchase price shall equal the number of Option Shares to be purchased
multiplied by the Option Price (the "Purchase Price").
4. Term. The Option shall expire upon the first to occur of the
following:
(a) Employee purchases all of the Option Shares;
(b) Ten (10) years pass from the date of this Agreement;
(c) Employee's employment with the Company shall have been
terminated for three or more months for any reason
other than his death or disability; or
(d) Employee's employment with the Company shall have been
terminated for one or more years due to his death or
disability.
5. Representation and Warranties. Any shares transferred to the
Employee pursuant to the Option will be free and clear of all liens, pledges and
encumbrances. With the exception of this express warranty, the Company makes no
covenants, representations or warranties with respect to the Option or the
Option Shares.
6. Miscellaneous.
(a) The Option is not transferable by Employee other than by will
or by the applicable laws of descent and distribution.
(b) All notices and other communications which are required
or permitted to be given hereunder shall be in writing and shall be deemed
effective when mailed postage prepaid, certified mail, return receipt requested,
to the last address of the party to whom notice is being sent as shown on the
corporate records of the Company.
(c) The terms of the Plan shall control the operation of this
Agreement, except to the extent that the Agreement provides terms not
inconsistent with the Plan.
(d) This Agreement shall be interpreted, governed and enforced
according to the laws of the Commonwealth of Virginia.
WITNESS the following duly authorized signatures as of the date first
above written.
XXXXXXXX INDUSTRIES, INC.
By:
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Irvine X. Xxxxxxxx, President
EMPLOYEE
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XXXXXXXX INDUSTRIES, INC.
1995 STOCK INCENTIVE PLAN
Employee's Notice of Exercise
of Non-Qualified Stock Option
1. Date of Exercise ------------------------
(Date Notice is Delivered)
2. Number of Option Shares to be
Purchased ------------------------
3. Preferred Date of Transfer ------------------------
I, ____________________, currently hold an outstanding, unexercised and
unexpired Non-Qualified Stock Option under the Xxxxxxxx Industries, Inc. 1995
Stock Incentive Plan (the "Plan") to purchase up to __________ shares of the
Common Stock, as defined in the Plan, of the Corporation at the Option Price of
$_____ per share, and hereby exercise my option to purchase __________ shares of
the Common Stock of the Corporation for a total Purchase Price of $________.
Please accept this formal exercise of my option for the number of shares stated
above and arrange the closing of this purchase.
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