Exhibit 4.1
RESTRICTED STOCK OPTION AGREEMENT
(As Modified by Employment Agreement)
_________________
THIS RESTRICTED STOCK OPTION AGREEMENT is made as of this 2nd day of July,
1990, by and between SPARTECH CORPORATION, a Delaware Corporation ("SPARTECH")
and Xxxxx X. Xxxxxxx (the "Optionee").
WHEREAS, the Board of Directors of SPARTECH has approved and adopted the
Spartech Corporation Restricted Stock Option Plan (the "Restricted Plan") that
became effective October 1, 1991; and
WHEREAS, the Board of Directors of SPARTECH has approved an Employment
Agreement dated September 7, 1989 between SPARTECH and Optionee (the "Employment
Agreement") requiring certain modifications in existing options and future
options, otherwise similar to those issued under the Restricted Plan; and
WHEREAS, the Employment Agreement provides for the granting, on or about
July 1 of each of the four fiscal years 1990 through 1993, an option to purchase
10,000 shares of common stock of SPARTECH having an exercise price which is
equal to the market price of the underlying shares on the date of grant, and
subject to certain other conditions varying from existing options under the
Restricted Plan which are required under the Employment Agreement; and
WHEREAS, the closing price of SPARTECH's common stock on the date hereof was
$3.875 per share; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. SPARTECH hereby grants to the Optionee the right and
option, hereafter called the "Option" to purchase all or any part of an
aggregate of 10,000 shares of SPARTECH common stock on the terms and conditions
set forth herein.
2. EXERCISE PRICE. The exercise price of the shares underlying this option
shall be $3.875 per share.
3. DURATION. The option granted hereby shall become exercisable upon
issuance of this Agreement and shall remain exercisable until July 1, 2000, its
expiration date.
4. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivery to the President, or
Controller of SPARTECH, at its principal office, of a written notice signed by
the Optionee specifying the number of shares which the Optionee wishes to
purchase pursuant to this Option, and (i) accompanied by a certified check in
the amount of the aggregate option price for such number of shares, or
alternatively, (ii) by delivery of shares of SPARTECH common stock already owned
by the Optionee having a fair market value equal to the exercise price, or (iii)
by the delivery of a combination of such shares and certified check.
For the purposes of this paragraph, the "fair market value" of any shares of
SPARTECH common stock tendered by Optionee in exercise or partial exercise of
this Option, shall mean the closing bid price of the shares of SPARTECH common
stock on the American Stock Exchange (or such other exchange as its common stock
may then be traded) on the day of exercise of such option, or if there were no
sales on such day, the latest bid price for such stock.
In no event shall stock be issued or certificates be delivered until full
payment shall have been received by SPARTECH nor shall Optionee have any right
or status as a stockholder prior to exercise.
5. RESTRICTIONS ON TRANSFER. (a) The Option being granted hereunder may
not be sold, transferred or otherwise disposed of, except through its exercise
under the terms and conditions of this Agreement, until a period of at least
three (3) years shall have elapsed from the date of this Agreement..
(b) Optionee represents that he is acquiring this Option pursuant to the
Restricted Plan, for investment purposes only, and not with a view to the
distribution or public offering thereof. Optionee agrees that he will not make
any sale, transfer, pledge, hypothecation, encumbrance or other disposition of
this Option, unless and until (i) such Option is registered pursuant to an
effective registration statement filed in accordance with the Securities Act of
1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in form and
substance to it, to the effect that such sale or other disposition may be made
without registration under the then applicable rules of the Securities Act of
1933 and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
(c) Neither this Option, nor the underlying shares prior to the exercise,
shall be transferable, except by Will or pursuant to the laws of descent and
distribution. This Option may be exercised during Optionee's lifetime only by
him, and upon the death of the Optionee, only for (i) the period ending December
31, 1995, or (ii) the period ending six (6) months following appointment and
qualification of his Executor or legal representative, whichever period shall be
later. Neither this Option, nor the underlying shares prior to exercise, may be
pledged, hypothecated, or otherwise used as collateral to secure the payment of
any debt.
(d) If the Optionee's employment is terminated for Cause (as defined in
Section 11(c) of the Employment Agreement) or the Optionee unjustifiably resigns
(i.e. for reasons other than those permitted under Section 11(a) of the
Employment Agreement), this Option shall remain exercisable for a period of at
least three (3) years from the date of such termination. As per the Employment
Agreement which shall control, regardless of any conflicting terms set forth
elsewhere in this Option or in the Restricted Plan.
6. RESTRICTIONS ON TRANSFER OF SHARES. The shares issued upon exercise of
this Option may not be sold or otherwise disposed of until a period of three (3)
years have elapsed from the date of this Agreement.
7. SECURITIES ACT RESTRICTIONS. Unless the shares being acquired on the
exercise of this Option may be lawfully resold in accordance with a then
currently effective registration statement under the Securities Act of 1933,
Optionee agrees, as a condition to the delivery of such shares, to provide
SPARTECH with such evidence as SPARTECH shall request to show that the Optionee
is acquiring such shares for investment purposes only and not with a view to the
distribution or public offering of all or any portion thereof, or of any
interest therein. As a condition to delivery of the shares, Optionee shall
agree to make no sale or other disposition of such shares unless and until
SPARTECH (i) shall have received an opinion of legal counsel satisfactory in
form and substance to it, to the effect that such sale or other disposition may
be made without registration under the then applicable provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder; or (ii) such shares have been included in a
currently effective registration statement or post-effective amendment to a
registration statement under the Securities Act of 1933 or (iii) three (3) years
have passed since the time such Option has been exercised and receipt of the
related shares has occurred. On issuance of the shares being purchased on
exercise of this Option, SPARTECH shall have the right to place an appropriate
legend on such share certificates summarizing the aforesaid restrictions on the
further sale or other disposition of such shares.
8. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of SPARTECH are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of SPARTECH through reorganization, merger,
recapitalization, reclassification, capital adjustment or otherwise, or if
SPARTECH shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, SPARTECH is not the surviving corporation, and in the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new Option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of SPARTECH, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part; provided, however, that this Option
shall not be exercisable in whole or in part, later than July 1, 1999. Any
adjustments made pursuant to this section shall be made by the Board of
Directors of SPARTECH, whose determination as to what adjustment shall be made
and the extent thereof, shall be final, binding and conclusive. In computing
any adjustment hereunder, any fractional share which might otherwise become
subject to an Option shall be eliminated.
9. GOVERNING PLAN. This Agreement shall, except as expressly modified
herein pursuant to the Employment Agreement, be subject to the terms and
conditions of the Restricted Plan. In the event of any inconsistency between
the provisions of this Agreement and the provisions of the Restricted Plan,
other than the required changes in the Options specified in the Employment
Agreement, which have been duly included herein, the provisions of the
Restricted Plan shall govern.
SPARTECH CORPORATION
By: s/Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Chairman of the Board
OPTIONEE
s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Exhibit 4.2
RESTRICTED STOCK OPTION AGREEMENT
(As Modified by Employment Agreement)
_________________
THIS RESTRICTED STOCK OPTION AGREEMENT is made as of this 1st day of July,
1991, by and between SPARTECH CORPORATION, a Delaware Corporation ("SPARTECH")
and Xxxxx X. Xxxxxxx (the "Optionee").
WHEREAS, the Board of Directors of SPARTECH has approved and adopted the
Spartech Corporation Restricted Stock Option Plan (the "Restricted Plan") that
became effective October 1, 1991; and
WHEREAS, the Board of Directors of SPARTECH has approved an Employment
Agreement dated September 7, 1989 between SPARTECH and Optionee (the "Employment
Agreement") requiring certain modifications in existing options and future
options, otherwise similar to those issued under the Restricted Plan; and
WHEREAS, the Employment Agreement provides for the granting, on or about
July 1 of each of the four fiscal years 1990 through 1993, an option to purchase
10,000 shares of common stock of SPARTECH having an exercise price which is
equal to the market price of the underlying shares on the date of grant, and
subject to certain other conditions varying from existing options under the
Restricted Plan which are required under the Employment Agreement; and
WHEREAS, the closing price of SPARTECH's common stock on the date hereof was
$1.25 per share; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. SPARTECH hereby grants to the Optionee the right and
option, hereafter called the "Option" to purchase all or any part of an
aggregate of 10,000 shares of SPARTECH common stock on the terms and conditions
set forth herein.
2. EXERCISE PRICE. The exercise price of the shares underlying this option
shall be $1.25 per share.
3. DURATION. The option granted hereby shall become exercisable upon
issuance of this Agreement and shall remain exercisable until June 30, 2001, its
expiration date.
4. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivery to the President, or
Controller of SPARTECH, at its principal office, of a written notice signed by
the Optionee specifying the number of shares which the Optionee wishes to
purchase pursuant to this Option, and (i) accompanied by a certified check in
the amount of the aggregate option price for such number of shares, or
alternatively, (ii) by delivery of shares of SPARTECH common stock already owned
by the Optionee having a fair market value equal to the exercise price, or (iii)
by the delivery of a combination of such shares and certified check.
For the purposes of this paragraph, the "fair market value" of any shares of
SPARTECH common stock tendered by Optionee in exercise or partial exercise of
this Option, shall mean the closing bid price of the shares of SPARTECH common
stock on the American Stock Exchange (or such other exchange as its common stock
may then be traded) on the day of exercise of such option, or if there were no
sales on such day, the latest bid price for such stock.
In no event shall stock be issued or certificates be delivered until full
payment shall have been received by SPARTECH nor shall Optionee have any right
or status as a stockholder prior to exercise.
5. RESTRICTIONS ON TRANSFER. (a) The Option being granted hereunder may
not be sold, transferred or otherwise disposed of, except through its exercise
under the terms and conditions of this Agreement, until a period of at least
three (3) years shall have elapsed from the date of this Agreement..
(b) Optionee represents that he is acquiring this Option pursuant to the
Restricted Plan, for investment purposes only, and not with a view to the
distribution or public offering thereof. Optionee agrees that he will not make
any sale, transfer, pledge, hypothecation, encumbrance or other disposition of
this Option, unless and until (i) such Option is registered pursuant to an
effective registration statement filed in accordance with the Securities Act of
1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in form and
substance to it, to the effect that such sale or other disposition may be made
without registration under the then applicable rules of the Securities Act of
1933 and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
(c) Neither this Option, nor the underlying shares prior to the exercise,
shall be transferable, except by Will or pursuant to the laws of descent and
distribution. This Option may be exercised during Optionee's lifetime only by
him, and upon the death of the Optionee, only for (i) the period ending December
31, 1995, or (ii) the period ending six (6) months following appointment and
qualification of his Executor or legal representative, whichever period shall be
later. Neither this Option, nor the underlying shares prior to exercise, may be
pledged, hypothecated, or otherwise used as collateral to secure the payment of
any debt.
(d) If the Optionee's employment is terminated for Cause (as defined in
Section 11(c) of the Employment Agreement) or the Optionee unjustifiably resigns
(i.e. for reasons other than those permitted under Section 11(a) of the
Employment Agreement), this Option shall remain exercisable for a period of at
least three (3) years from the date of such termination. As per the Employment
Agreement which shall control, regardless of any conflicting terms set forth
elsewhere in this Option or in the Restricted Plan.
6. RESTRICTIONS ON TRANSFER OF SHARES. The shares issued upon exercise of
this Option may not be sold or otherwise disposed of until a period of three (3)
years have elapsed from the date of this Agreement.
7. SECURITIES ACT RESTRICTIONS. Unless the shares being acquired on the
exercise of this Option may be lawfully resold in accordance with a then
currently effective registration statement under the Securities Act of 1933,
Optionee agrees, as a condition to the delivery of such shares, to provide
SPARTECH with such evidence as SPARTECH shall request to show that the Optionee
is acquiring such shares for investment purposes only and not with a view to the
distribution or public offering of all or any portion thereof, or of any
interest therein. As a condition to delivery of the shares, Optionee shall
agree to make no sale or other disposition of such shares unless and until
SPARTECH (i) shall have received an opinion of legal counsel satisfactory in
form and substance to it, to the effect that such sale or other disposition may
be made without registration under the then applicable provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder; or (ii) such shares have been included in a
currently effective registration statement or post-effective amendment to a
registration statement under the Securities Act of 1933 or (iii) three (3) years
have passed since the time such Option has been exercised and receipt of the
related shares has occurred. On issuance of the shares being purchased on
exercise of this Option, SPARTECH shall have the right to place an appropriate
legend on such share certificates summarizing the aforesaid restrictions on the
further sale or other disposition of such shares.
8. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of SPARTECH are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of SPARTECH through reorganization, merger,
recapitalization, reclassification, capital adjustment or otherwise, or if
SPARTECH shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, SPARTECH is not the surviving corporation, and in the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new Option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of SPARTECH, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part; provided, however, that this Option
shall not be exercisable in whole or in part, later than June 30, 2001. Any
adjustments made pursuant to this section shall be made by the Board of
Directors of SPARTECH, whose determination as to what adjustment shall be made
and the extent thereof, shall be final, binding and conclusive. In computing
any adjustment hereunder, any fractional share which might otherwise become
subject to an Option shall be eliminated.
9. GOVERNING PLAN. This Agreement shall, except as expressly modified
herein pursuant to the Employment Agreement, be subject to the terms and
conditions of the Restricted Plan. In the event of any inconsistency between
the provisions of this Agreement and the provisions of the Restricted Plan,
other than the required changes in the Options specified in the Employment
Agreement, which have been duly included herein, the provisions of the
Restricted Plan shall govern.
SPARTECH CORPORATION
By: s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President
OPTIONEE
s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Exhibit 4.3
RESTRICTED STOCK OPTION AGREEMENT
THIS RESTRICTED STOCK OPTION AGREEMENT is made as of this 1st day of July,
1992, by and between SPARTECH CORPORATION, a Delaware Corporation ("SPARTECH")
and Xxxxx X. Xxxxxxx (the "Optionee").
WHEREAS, the Board of Directors of SPARTECH has on July 26, 1991, approved
and adopted the Spartech Corporation Restricted Stock Option Plan (the
"Restricted Plan") that became effective October 1, 1991; and
WHEREAS, a committee of the Board of Directors of SPARTECH (the "Committee")
has adopted a resolution granting Optionee an option to purchase 60,000 shares
of Common Stock of SPARTECH pursuant to the provisions of the Restricted Plan;
and
WHEREAS, the Optionee desires to acquire such restrictive options under the
conditions and on the terms set forth by the Board of Directors pursuant to the
provisions of the restrictive plan.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. SPARTECH hereby grants to the Optionee the right and
option, hereafter called the "Option" to purchase all or any part of an
aggregate of 60,000 shares of SPARTECH common stock on the terms and conditions
set forth herein.
2. EXERCISE PRICE. The exercise price of the shares underlying this option
shall be $3.00 per share.
3. DURATION. The option granted hereby shall become exercisable upon
issuance of this Agreement and shall remain exercisable until June 30, 2002, its
expiration date.
4. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivery to the Treasurer, or
Controller of SPARTECH, at its principal office, of a written notice signed by
the Optionee specifying the number of shares which the Optionee wishes to
purchase pursuant to this Option, and (i) accompanied by a certified check in
the amount of the aggregate option price for such number of shares, or
alternatively, (ii) by delivery of shares of SPARTECH common stock already owned
by the Optionee having a fair market value equal to the exercise price, or (iii)
by the delivery of a combination of such shares and certified check.
For the purposes of this paragraph, the "fair market value" of any shares of
SPARTECH common stock tendered by Optionee in exercise or partial exercise of
this Option, shall mean the closing bid price of the shares of SPARTECH common
stock on the New York Stock Exchange (or such other exchange as its common stock
may then be traded) on the day of exercise of such option, or if there were no
sales on such day, the latest bid price for such stock.
In no event shall stock be issued or certificates be delivered until full
payment shall have been received by SPARTECH nor shall Optionee have any right
or status as a stockholder prior to exercise.
5. RESTRICTIONS ON TRANSFER. The Option being granted hereunder, or any
shares issued pursuant to the exercise of such option shall be subject to the
following restrictions:
(a) Neither the option granted hereunder nor shares issued pursuant to the
exercise of such option may be sold or otherwise disposed of until a period of
at least three (3) years shall have elapsed from the date of grant of this
option.
(b) For a period of three (3) years after the option is issued to Optionee,
the option, if unexercised, or the underlying shares, if acquired, may in the
sole discretion of the Company, be reacquired by the Company at the same price
as paid by Optionee for the option and/or shares, as the case may be, should
such Optionee's employment or service with the Company be terminated for fraud,
misappropriation or similar wrongdoing to the Company. Anything in the
foregoing to the contrary notwithstanding, this restriction shall not permit the
Company to reacquire shares upon which the prohibition against sale or other
disposition has lapsed prior to termination of employment.
(c) Optionee represents that he is acquiring this Option pursuant to the
Restricted Plan, for investment purposes only, and not with a view to the
distribution or public offering thereof. Optionee agrees that he will not make
any sale, transfer, pledge, hypothecation, encumbrance or other disposition of
this Option, unless and until (i) such Option is registered pursuant to an
effective registration statement filed in accordance with the Securities Act of
1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in form and
substance to it, to the effect that such sale or other disposition may be made
without registration under the then applicable rules of the Securities Act of
1933 and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
(d) Neither this Option, nor the underlying shares prior to the exercise,
shall be transferrable, except by Will or pursuant to the laws of descent and
distribution. This Option may be exercised during Optionee's lifetime only by
him, and upon the death of the Optionee, only for the period ending six (6)
months following appointment and qualification of his Executor or legal
representative. Neither this Option, nor the underlying shares prior to
exercise, may be pledged, hypothecated, or otherwise used as collateral to
secure the payment of any debt.
(e) In the event the Optionee's employment or services with SPARTECH shall
be terminated voluntarily, with SPARTECH's consent or without such consent, or
for any reason whatever, this Option shall remain exercisable for a period of
three (3) years from the date of such termination. In no event, however, may
this Option be exercised, in whole or in part, later than June 30, 2002.
6. SECURITIES ACT RESTRICTIONS. Unless the shares being acquired on the
exercise of this Option may be lawfully resold in accordance with a then
currently effective registration statement under the Securities Act of 1933,
Optionee agrees, as a condition to the delivery of such shares, to provide
SPARTECH with such evidence as SPARTECH shall request to show that the Optionee
is acquiring such shares for investment purposes only and not with a view to the
distribution or public offering of all or any portion thereof, or of any
interest therein. As a condition to delivery of the shares, Optionee shall
agree to make no sale or other disposition of such shares unless and until
SPARTECH (i) shall have received an opinion of legal counsel satisfactory in
form and substance to it, to the effect that such sale or other disposition may
be made without registration under the then applicable provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder; or (ii) such shares have been included in a
currently effective registration statement or post-effective amendment to a
registration statement under the Securities Act of 1933 or (iii) three (3) years
have passed since the time such Option has been exercised and receipt of the
related shares has occurred. On issuance of the shares being purchased on
exercise of this Option, SPARTECH shall have the right to place an appropriate
legend on such share certificates summarizing the aforesaid restrictions on the
further sale or other disposition of such shares.
7. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of SPARTECH are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of SPARTECH through reorganization, merger,
recapitalization, reclassification, capital adjustment or otherwise, or if
SPARTECH shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, SPARTECH is not the surviving corporation, and in the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new Option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of SPARTECH, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part; provided, however, that this Option
shall not be exercisable in whole or in part, later than June 30, 2002. Any
adjustments made pursuant to this section shall be made by the Board of
Directors of SPARTECH, whose determination as to what adjustment shall be made
and the extent thereof, shall be final, binding and conclusive. In computing
any adjustment hereunder, any fractional share which might otherwise become
subject to an Option shall be eliminated.
8. GOVERNING PLAN. This Agreement shall be subject to the terms and
conditions of the Restricted Plan. In the event of any inconsistency between
the provisions of this Agreement and the provisions of the Restricted Plan, the
provisions of the Restricted Plan shall govern.
SPARTECH CORPORATION
By: s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President
OPTIONEE
s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Exhibit 4.4
RESTRICTED STOCK OPTION AGREEMENT
THIS RESTRICTED STOCK OPTION AGREEMENT is made as of this 10th day of
December, 1993, by and between SPARTECH CORPORATION, a Delaware Corporation
("SPARTECH") and Xxxxx X. Xxxxxxx (the "Optionee").
WHEREAS, the Board of Directors of SPARTECH has on July 26, 1991, approved
and adopted the Spartech Corporation Restricted Stock Option Plan (the
"Restricted Plan") that became effective October 1, 1991; and
WHEREAS, a committee of the Board of Directors of SPARTECH (the "Committee")
has adopted a resolution granting Optionee an option to purchase 40,000 shares
of Common Stock of SPARTECH pursuant to the provisions of the Restricted Plan;
and
WHEREAS, the Optionee desires to acquire such restrictive options under the
conditions and on the terms set forth by the Board of Directors pursuant to the
provisions of the restrictive plan.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. SPARTECH hereby grants to the Optionee the right and
option, hereafter called the "Option" to purchase all or any part of an
aggregate of 40,000 shares of SPARTECH common stock on the terms and conditions
set forth herein.
2. EXERCISE PRICE. The exercise price of the shares underlying this option
shall be $4.375 per share.
3. DURATION. The option granted hereby shall become exercisable upon
issuance of this Agreement and shall remain exercisable until December 9, 2003,
its expiration date.
4. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivery to the Treasurer, or
Controller of SPARTECH, at its principal office, of a written notice signed by
the Optionee specifying the number of shares which the Optionee wishes to
purchase pursuant to this Option, and (i) accompanied by a certified check in
the amount of the aggregate option price for such number of shares, or
alternatively, (ii) by delivery of shares of SPARTECH common stock already owned
by the Optionee having a fair market value equal to the exercise price, or (iii)
by the delivery of a combination of such shares and certified check.
For the purposes of this paragraph, the "fair market value" of any shares of
SPARTECH common stock tendered by Optionee in exercise or partial exercise of
this Option, shall mean the closing bid price of the shares of SPARTECH common
stock on the New York Stock Exchange (or such other exchange as its common stock
may then be traded) on the day of exercise of such option, or if there were no
sales on such day, the latest bid price for such stock.
In no event shall stock be issued or certificates be delivered until full
payment shall have been received by SPARTECH nor shall Optionee have any right
or status as a stockholder prior to exercise.
5. RESTRICTIONS ON TRANSFER. The Option being granted hereunder, or any
shares issued pursuant to the exercise of such option shall be subject to the
following restrictions:
(a) Neither the option granted hereunder nor shares issued pursuant to the
exercise of such option may be sold or otherwise disposed of until a period of
at least three (3) years shall have elapsed from the date of grant of this
option.
(b) For a period of three (3) years after the option is issued to Optionee,
the option, if unexercised, or the underlying shares, if acquired, may in the
sole discretion of the Company, be reacquired by the Company at the same price
as paid by Optionee for the option and/or shares, as the case may be, should
such Optionee's employment or service with the Company be terminated for fraud,
misappropriation or similar wrongdoing to the Company. Anything in the
foregoing to the contrary notwithstanding, this restriction shall not permit the
Company to reacquire shares upon which the prohibition against sale or other
disposition has lapsed prior to termination of employment.
(c) Optionee represents that he is acquiring this Option pursuant to the
Restricted Plan, for investment purposes only, and not with a view to the
distribution or public offering thereof. Optionee agrees that he will not make
any sale, transfer, pledge, hypothecation, encumbrance or other disposition of
this Option, unless and until (i) such Option is registered pursuant to an
effective registration statement filed in accordance with the Securities Act of
1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in form and
substance to it, to the effect that such sale or other disposition may be made
without registration under the then applicable rules of the Securities Act of
1933 and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
(d) Neither this Option, nor the underlying shares prior to the exercise,
shall be transferrable, except by Will or pursuant to the laws of descent and
distribution. This Option may be exercised during Optionee's lifetime only by
him, and upon the death of the Optionee, only for the period ending six (6)
months following appointment and qualification of his Executor or legal
representative. Neither this Option, nor the underlying shares prior to
exercise, may be pledged, hypothecated, or otherwise used as collateral to
secure the payment of any debt.
(e) In the event of Optionee employment or services with SPARTECH shall be
terminated voluntarily, with SPARTECH's consent or without such consent, or for
any reason whatever, this Option shall remain exercisable for a period of three
(3) years from the date of such termination. In no event, however, may this
Option be exercised, in whole or in part, later than December 9, 2003.
6. SECURITIES ACT RESTRICTIONS. Unless the shares being acquired on the
exercise of this Option may be lawfully resold in accordance with a then
currently effective registration statement under the Securities Act of 1933,
Optionee agrees, as a condition to the delivery of such shares, to provide
SPARTECH with such evidence as SPARTECH shall request to show that the Optionee
is acquiring such shares for investment purposes only and not with a view to the
distribution or public offering of all or any portion thereof, or of any
interest therein. As a condition to delivery of the shares, Optionee shall
agree to make no sale or other disposition of such shares unless and until
SPARTECH (i) shall have received an opinion of legal counsel satisfactory in
form and substance to it, to the effect that such sale or other disposition may
be made without registration under the then applicable provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder; or (ii) such shares have been included in a
currently effective registration statement or post-effective amendment to a
registration statement under the Securities Act of 1933 or (iii) three (3) years
have passed since the time such Option has been exercised and receipt of the
related shares has occurred. On issuance of the shares being purchased on
exercise of this Option, SPARTECH shall have the right to place an appropriate
legend on such share certificates summarizing the aforesaid restrictions on the
further sale or other disposition of such shares.
7. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of SPARTECH are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of SPARTECH through reorganization, merger,
recapitalization, reclassification, capital adjustment or otherwise, or if
SPARTECH shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, SPARTECH is not the surviving corporation, and in the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new Option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of SPARTECH, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part; provided, however, that this Option
shall not be exercisable in whole or in part, later than December 9, 2003. Any
adjustments made pursuant to this section shall be made by the Board of
Directors of SPARTECH, whose determination as to what adjustment shall be made
and the extent thereof, shall be final, binding and conclusive. In computing
any adjustment hereunder, any fractional share which might otherwise become
subject to an Option shall be eliminated.
8. GOVERNING PLAN. This Agreement shall be subject to the terms and
conditions of the Restricted Plan. In the event of any inconsistency between
the provisions of this Agreement and the provisions of the Restricted Plan, the
provisions of the Restricted Plan shall govern.
SPARTECH CORPORATION
By: s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
OPTIONEE
s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Exhibit 4.5
RESTRICTED STOCK OPTION AGREEMENT
THIS RESTRICTED STOCK OPTION AGREEMENT is made as of this 1st day of
December, 1994, by and between SPARTECH CORPORATION, a Delaware Corporation
("SPARTECH") and Xxxxx X. Xxxxxxx (the "Optionee").
WHEREAS, the Board of Directors of SPARTECH has on July 26, 1991, approved
and adopted the Spartech Corporation Restricted Stock Option Plan (the
"Restricted Plan") that became effective October 1, 1991; and
WHEREAS, a committee of the Board of Directors of SPARTECH (the "Committee")
has adopted a resolution granting Optionee an option to purchase 45,000 shares
of Common Stock of SPARTECH pursuant to the provisions of the Restricted Plan;
and
WHEREAS, the Optionee desires to acquire such restrictive options under the
conditions and on the terms set forth by the Board of Directors pursuant to the
provisions of the restrictive plan.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. SPARTECH hereby grants to the Optionee the right and
option, hereafter called the "Option" to purchase all or any part of an
aggregate of 45,000 shares of SPARTECH common stock on the terms and conditions
set forth herein.
2. EXERCISE PRICE. The exercise price of the shares underlying this option
shall be $5.375 per share.
3. DURATION. The option granted hereby shall become exercisable upon
issuance of this Agreement and shall remain exercisable until November 30, 2004,
its expiration date.
4. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject to
the terms and conditions contained herein, by delivery to the Treasurer, or
Controller of SPARTECH, at its principal office, of a written notice signed by
the Optionee specifying the number of shares which the Optionee wishes to
purchase pursuant to this Option, and (i) accompanied by a certified check in
the amount of the aggregate option price for such number of shares, or
alternatively, (ii) by delivery of shares of SPARTECH common stock already owned
by the Optionee having a fair market value equal to the exercise price, or (iii)
by the delivery of a combination of such shares and certified check.
For the purposes of this paragraph, the "fair market value" of any shares of
SPARTECH common stock tendered by Optionee in exercise or partial exercise of
this Option, shall mean the closing bid price of the shares of SPARTECH common
stock on the American Stock Exchange (or such other exchange as its common stock
may then be traded) on the day of exercise of such option, or if there were no
sales on such day, the latest bid price for such stock.
In no event shall stock be issued or certificates be delivered until full
payment shall have been received by SPARTECH nor shall Optionee have any right
or status as a stockholder prior to exercise.
5. RESTRICTIONS ON TRANSFER. The Option being granted hereunder, or any
shares issued pursuant to the exercise of such option shall be subject to the
following restrictions:
(a) Neither the option granted hereunder nor shares issued pursuant to the
exercise of such option may be sold or otherwise disposed of until a period of
at least three (3) years shall have elapsed from the date of grant of this
option.
(b) For a period of three (3) years after the option is issued to Optionee,
the option, if unexercised, or the underlying shares, if acquired, may in the
sole discretion of the Company, be reacquired by the Company at the same price
as paid by Optionee for the option and/or shares, as the case may be, should
such Optionee's employment or service with the Company be terminated for fraud,
misappropriation or similar wrongdoing to the Company. Anything in the
foregoing to the contrary notwithstanding, this restriction shall not permit the
Company to reacquire shares upon which the prohibition against sale or other
disposition has lapsed prior to termination of employment.
(c) Optionee represents that he is acquiring this Option pursuant to the
Restricted Plan, for investment purposes only, and not with a view to the
distribution or public offering thereof. Optionee agrees that he will not make
any sale, transfer, pledge, hypothecation, encumbrance or other disposition of
this Option, unless and until (i) such Option is registered pursuant to an
effective registration statement filed in accordance with the Securities Act of
1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in form and
substance to it, to the effect that such sale or other disposition may be made
without registration under the then applicable rules of the Securities Act of
1933 and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
(d) Neither this Option, nor the underlying shares prior to the exercise,
shall be transferrable, except by Will or pursuant to the laws of descent and
distribution. This Option may be exercised during Optionee's lifetime only by
him, and upon the death of the Optionee, only for the period ending six (6)
months following appointment and qualification of his Executor or legal
representative. Neither this Option, nor the underlying shares prior to
exercise, may be pledged, hypothecated, or otherwise used as collateral to
secure the payment of any debt.
(e) In the event of Optionee employment or services with SPARTECH shall be
terminated voluntarily, with SPARTECH's consent or without such consent, or for
any reason whatever, this Option shall remain exercisable for a period of at
least three (3) years from the date of such termination. In no event, however,
may this Option be exercised, in whole or in part, later than November 30, 2004.
6. SECURITIES ACT RESTRICTIONS. Unless the shares being acquired on the
exercise of this Option may be lawfully resold in accordance with a then
currently effective registration statement under the Securities Act of 1933,
Optionee agrees, as a condition to the delivery of such shares, to provide
SPARTECH with such evidence as SPARTECH shall request to show that the Optionee
is acquiring such shares for investment purposes only and not with a view to the
distribution or public offering of all or any portion thereof, or of any
interest therein. As a condition to delivery of the shares, Optionee shall
agree to make no sale or other disposition of such shares unless and until
SPARTECH (i) shall have received an opinion of legal counsel satisfactory in
form and substance to it, to the effect that such sale or other disposition may
be made without registration under the then applicable provisions of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder; or (ii) such shares have been included in a
currently effective registration statement or post-effective amendment to a
registration statement under the Securities Act of 1933 or (iii) three (3) years
have passed since the time such Option has been exercised and receipt of the
related shares has occurred. On issuance of the shares being purchased on
exercise of this Option, SPARTECH shall have the right to place an appropriate
legend on such share certificates summarizing the aforesaid restrictions on the
further sale or other disposition of such shares.
7. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of SPARTECH are subdivided, consolidated,
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of SPARTECH through reorganization, merger,
recapitalization, reclassification, capital adjustment or otherwise, or if
SPARTECH shall issue common stock as a dividend or upon a stock split, then the
number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, SPARTECH is not the surviving corporation, and in the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new Option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of SPARTECH, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part; provided, however, that this Option
shall not be exercisable in whole or in part, later than November 30, 2004. Any
adjustments made pursuant to this section shall be made by the Board of
Directors of SPARTECH, whose determination as to what adjustment shall be made
and the extent thereof, shall be final, binding and conclusive. In computing
any adjustment hereunder, any fractional share which might otherwise become
subject to an Option shall be eliminated.
8. ARBITRATION. Any dispute arising from or in connection with this
Agreement shall be submitted to arbitration. Any arbitration shall be conducted
in accordance with the rules of the American Arbitration Association by three
arbitrators who shall be appointed in accordance with such rules. The
arbitration shall be held in St. Louis, Missouri. Any decision or award of the
arbitrators appointed pursuant to this Section shall be final and binding upon
the parties hereto, and may be enforced by a court of competent jurisdiction.
9. GOVERNING PLAN. This Agreement shall be subject to the terms and
conditions of the Restricted Plan. In the event of any inconsistency between
the provisions of this Agreement and the provisions of the Restricted Plan, the
provisions of the Restricted Plan shall govern.
SPARTECH CORPORATION
By: s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
OPTIONEE
s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Exhibit 4.6
AMENDMENT TO
RESTRICTED STOCK OPTION AGREEMENT
This Amendment to Restricted Stock Option Agreement is made as of September
10, 1999, by and between Spartech Corporation, a Delaware Corporation
("Spartech") and the individual signing this Amendment as Optionee (the
"Optionee").
WHEREAS, Spartech has granted to the Optionee the Restricted Stock Options
described on the attachment to this Amendment (the "Options"), each of which is
evidenced by a currently effective Restricted Stock Option Agreement, and
WHEREAS, Spartech's Board of Directors has approved certain amendments to
the Spartech Corporation Restricted Stock Option Plan under which the options
were granted, and
WHEREAS, Spartech's Board of Directors has approved this Amendment for the
purpose of applying the changes made by such amendments to the Options, and
WHEREAS, the Optionee desires to have such changes apply to the Options,
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree that each of the Options is hereby amended in the following
respects:
1. Revised Provisions Regarding Exercise. The Option may be exercised,
subject to the terms and conditions contained therein, in the following manner:
(a) Who May Exercise the Option. The Option may be exercised only by the
Optionee or a permitted transferee of this Option registered as such on
Spartech's books (in either case, the "Holder").
(b) Notice and Payment of Exercise Price. The Holder shall deliver to the
Chief Financial Officer, Treasurer or Controller of Spartech, at its principal
office, a written notice signed by the Holder specifying the number of shares
which the Holder wishes to purchase pursuant to the Option, accompanied by:
(i) A certified or cashier's check in the amount of the aggregate
option price for such number of shares, or
(ii) The delivery of shares of Spartech common stock owned by the
Holder for at least six months preceding the exercise date and
having a fair market value equal to the exercise price, or
(iii) Any combination of the foregoing.
(c) Mandatory Payment of Withholding Taxes. As a condition of the
exercise of the Option, at or before the time of exercise the Holder shall
pay, or make arrangements satisfactory to Spartech to assure the timely
payment of, all federal and state taxes required to be withheld by
Spartech as a result of the exercise. Such withholding taxes may be paid
by:
(i) A certified or cashier's check in the amount of such taxes,
or
(ii) The delivery of shares of Spartech common stock already owned
by the Holder and having a fair market value equal to the amount
of such taxes, or
(iii) The partial surrender and cancellation of the Option as to an
aggregate number of shares of Spartech common stock which, if
issued, would have a fair market value equal to the amount of
such taxes, or
(iv) Any combination of the foregoing;
Provided that no withholding taxes in excess of the minimum amount of taxes
required to be withheld by applicable laws or regulations may be paid by method
(iii), or by method (ii) unless the shares surrendered have been owned by the
person exercising the option for at least six months preceding the exercise
date. If for any reason payment is not made as aforesaid, Spartech may withhold
the amount of any remaining withholding taxes from any other compensation due to
the Optionee or other Holder.
(d) Fair Market Value Definition Revised. For the purposes of the Option,
the "fair market value" of a share of Spartech common stock means the closing
price on the New York Stock Exchange (or such other exchange as may then be the
principal exchange for Spartech common stock) on the last day on which such
shares were traded prior to the date the notice of exercise is received by
Spartech.
2. Revised Provisions Regarding Transferability. The Option and any shares
issued pursuant to the exercise of the Option shall be subject to the following
restrictions:
(a) Initial Prohibition on Transfers. For a period of three (3) years after
the date of grant of the Option:
(i) If the Optionee's employment or service with Spartech or its
subsidiaries is terminated for fraud, misappropriation or similar
wrongdoing to Spartech or its subsidiaries, the Option, if
unexercised, shall be terminated and the underlying shares, if
acquired, may in the sole discretion of Spartech be reacquired by
Spartech at the same price paid for the shares, and
(ii) Neither the Option nor any shares issued pursuant to the
exercise of the Option may be sold or otherwise disposed of,
except to Spartech.
(b) Other Limitations on Transfers. The Option shall not be transferable in
whole or in part except:
(i) By Will, or
(ii) Pursuant to the laws of descent and distribution, or
(iii) By gift or under a domestic relations order to any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-
law, son-in-law, daughter-in-law, brother-in-law or sister-in-
law, including adoptive relationships, any person sharing the
Optionee's household other than a tenant or employee, a trust in
which these persons have more than fifty percent of the
beneficial interest, a foundation in which these persons or the
Optionee control the management of assets, and any other entity
in which these persons or the Optionee own more than fifty
percent of the voting interests (collectively, "Family Members"),
or
(iv) To any of the Optionee's Family Members other than by gift or
under a domestic relations order, with the prior consent of the
Committee which consent may in each instance be granted or
withheld in the sole discretion of the Committee.
Spartech may require appropriate written evidence of such transfer as a
condition of recording any such change of ownership on its books.
Spartech shall not be required to recognize any such transfer until the
transfer is duly recorded on its books.
(c) No Pledges. Neither the Option nor any expectancy in the underlying
shares prior to exercise may be pledged, hypothecated, or otherwise used as
collateral to secure the payment of any debt.
3. Option to Remain in Effect Except As Amended. Except as amended by this
Amendment, each Option shall remain in effect according to its stated terms.
Spartech: SPARTECH CORPORATION
By: s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman of the Board, President and
Chief Executive Officer
Optionee: s/Xxxxx X. Xxxxxxx
SPARTECH CORPORATION
RESTRICTED STOCK OPTIONS OUTSTANDING
Grant Expiration Exercise Shares
Option Holder Date Date Price @ Aug 31, 1999
Xxxxx X. Xxxxxxx 07/02/90 07/01/00 3.875 10,000
Xxxxx X. Xxxxxxx 07/01/91 06/30/01 1.250 10,000
Xxxxx X. Xxxxxxx 07/01/92 06/30/02 3.000 60,000
Xxxxx X. Xxxxxxx 12/10/93 12/09/03 4.375 40,000
Xxxxx X. Xxxxxxx 12/01/94 11/30/04 5.375 45,000
Xxxxx X. Xxxxxxx 11/30/95 11/29/05 6.750 50,000
Xxxxx X. Xxxxxxx 12/09/96 12/08/06 10.875 60,000
Xxxxx X. Xxxxxxx 11/03/97 11/02/07 15.875 150,000
Xxxxx X. Xxxxxxx 11/01/98 10/31/08 18.000 27,500
