[FORM OF] Exhibit 4.2
THE XXXXXXX-XXXXXXXXXX CORPORATION
NONQUALIFIED 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") a nonqualified stock 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").
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. 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.
5. 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 permanent
disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986 or as otherwise defined by the Committee), or
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 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 5, then
the Option may be exercised within a period of one year after
Employee's date of death by the Employee's beneficiary to the
extent the Option was exercisable on the date of Employee's 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 5 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.
6. 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 Corporation shall have given to Employee at least
five days notice of such termination, and 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.
7. 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.
8. 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.
9. 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.
10. 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 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; 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.
[Remainder of page intentionally left blank.]
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: ________________________________
