EXHIBIT 99.2
OPTION AGREEMENT made this ___________ day of ______________ between
XXXXXX CORPORATION, a Delaware corporation (hereinafter called the
"Corporation") and _________________________________ an employee of the
Corporation or one or more of its subsidiaries (hereinafter called the
"Employee");
WITNESSETH:
WHEREAS, the Board of Directors of the Corporation considers it desirable
to acknowledge its appreciation of the contributions made by the Employee to the
Corporation during the prior and current fiscal years by affording the Employee
an opportunity to purchase its common shares, $.01 par value per share,
(hereinafter called the "Common Shares" or "Common Stock").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable considerations, the parties hereto agree
as follows:
1. GRANT OF OPTION. The Corporation hereby grants to the Employee the
right and option (hereinafter called the "Option") to purchase all or any part
of an aggregate of ______ Common Shares (such number being subject to adjustment
as provided in Paragraph 8 hereinbelow) on the terms and conditions herein set
forth.
2. PURCHASE PRICE; PAYMENT ON EXERCISE.
(a) The purchase price of the Common Stock covered by the Option shall be
_____ per share.
(b) At the time of exercise of the Option, the Employee shall tender
payment in full to the Corporation in cash.
3. TERM OF OPTION. The Options may be exercised within the limitations
set forth in this paragraph, at any time or from time to time, as to any part of
or all the Common Shares covered thereby, provided, however, that: (a) the
Option may not be exercised as to less than 100 Common Shares at any one time
(or the remaining Common Shares than purchasable under the Option, if less than
100 shares); (b) one-fifth of said option may not be exercised until ________
___________ one-fifth on or after _________________, one-fifth on or after
_______________, one-fifth on or after ___________________ and one-fifth on or
after _______________; and (c) the right to purchase the earned Optioned Stock
may be exercised in whole or in part at any time through _____________. Except
as provided in Paragraphs 6 and 7 hereinbelow, the Option may not be exercised
at any time unless the Employee shall have been in the continuous employ of the
Corporation or of one or more of its subsidiaries from the date hereof to the
date of the exercise of the Option. The holder of the Option shall not have any
of the rights of a shareholder with respect to the shares covered by the Option
except to the extent that one or more certificates for such shares shall be
delivered to him/her upon the due exercise of the Option.
4. NONTRANSFERABILITY. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Employee only by him/her. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way; shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof and the levy of any execution, attachment or
similar process under the Option shall be null and void and without effect.
5. EMPLOYMENT. In consideration of the granting of the Option and
regardless of whether or not the Option shall be exercised, the Employee will
remain in the employ of the Corporation or one or more of its subsidiaries for a
period of at least one year from the date hereof; and he/she will during such
employment devote his/her entire time, energy and skill to the services of the
Corporation or one or more of its subsidiaries, subject to vacations, sick leave
and other approved absences. Such employment, subject to the provisions of
Paragraph 6 hereinbelow and subject also to the provisions of any contract
between the Corporation or such subsidiary and the Employee, shall be at the
pleasure of the Board of Directors of each employing corporation and at such
compensation as such employing corporation or corporations shall determine. In
the event of any termination of the Employee's employment during the period
which he/she has agreed by the foregoing provision of this Paragraph 5 to remain
in employment
2
that is either (a) for "cause" (as hereinafter defined) or (b) voluntary on the
part of the Employee and without the consent of his/her employing corporation or
corporations, the Option (and any other option or options held by him/her under
the Corporation's Incentive Stock Option Plan or other options or plans), to the
extent not theretofore exercised, shall forthwith terminate. (For purposes of
this Paragraph, the term "cause" shall mean gross negligence in the performance
of his/her duties, dishonesty, drug or alcohol addiction, willful
insubordination, commission of a felony or willful misconduct by the Employee.)
6. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death), the Option
may, subject to the provision of Paragraph 5 hereinabove, be exercised by the
Employee (to the extent that he/she shall have been entitled to do so at the
termination of his/her employment) at any time within three months after such
termination. So long as the Employee shall continue to be an employee of the
Corporation or one of its subsidiaries, the Option shall not be affected by any
change of duties or position. Nothing in this Option Agreement shall confer
upon the Employee any right to continue in the employ of the Corporation or of
any of its subsidiaries or interfere in any way with the right of the
Corporation or any such subsidiary to terminate his/her employment at any time.
7. DEATH OF EMPLOYEE. If the Employee shall die while he/she shall be
employed by the Corporation or one or more of its subsidiaries or within three
months after the termination of his/her employment, the Option may be exercised
(to the extent and within the time frames that the Employee shall have been
entitled to do so at the date of his/her death) by a legatee or designee of the
Employee under his/her last will, or by his/her personal representatives or
distributees, at any time within three months after his/her death.
8. CHANGES IN CAPITAL STRUCTURE. If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization or liquidation occurring after the date hereof, as a result of
which shares of any class shall be issued in respect of outstanding Common
Shares or Common Shares shall be changed into the same or a different number of
shares of the same or another class or classes, the person or persons so
exercising the Option shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares which, if
3
Common Shares (as authorized at the date hereof) had been purchased at the date
hereof for the same aggregate price (on the basis of the price per share set
forth in Paragraph 2 (a) hereinabove) and had not been disposed of, such person
or persons would be holding, at the time of such exercise, as a result of such
purchase and all such share dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, or liquidations; provided, however, that no fractional shares
shall be issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional shares not issued. No
adjustment shall be made in the minimum number of shares which may be purchased
at any one time, as fixed by Paragraph 3 hereinabove.
9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
this Option Agreement, the Option may be exercised by written notice to the
following: to the Corporation, Attention: President, at 0000 000xx Xxxxxx
X.X., Xxxxxxx, XX 00000. Such notice shall state the election to exercise the
Option and shall be signed by the person or persons so exercising the Option.
Exercise of the Option shall be accompanied by payment of the full purchase
price of such shares. The certificate for the shares as to which the Option
shall have been so exercised shall be registered in the name of the person or
persons so exercising the Option (or, if the Option shall be exercised by the
Employee and if the Employee shall so request in the notice exercising the
Option, shall be registered in the name of the Employee and another person
jointly, with right of survivorship) and shall be delivered as provided above to
or upon the written order of the person or persons exercising the Option. In
the event the Option shall be exercised, pursuant to Paragraph 7 hereinabove, by
any person or persons other than the Employee, such notice shall be accompanied
by appropriate proof of the right of such person or persons to exercise the
Option. All shares that shall be purchased upon the exercise of the Option
provided herein shall be fully paid and nonassessable.
10. GENERAL. The Corporation shall at all times during the term of the
Option reserve and keep available such number of Common Shares as will be
sufficient to satisfy the requirements of this Option Agreement, shall pay all
original issue and transfer taxes with respect to the issue and transfer of
shares pursuant hereto and all other fees and expenses necessarily incurred by
the Corporation in connection therewith, and will from time to time use its best
efforts
4
to comply with all laws and regulations which, in the opinion of counsel for the
Corporation, shall be applicable thereto.
11. SUBSIDIARY. As used herein, the term "subsidiary" shall mean any
present or future corporation which would be a "subsidiary corporation" of the
Corporation, as that term is defined in Section 425 of the Internal Revenue code
of 1954.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be
duly executed by its officers thereunder duly authorized, and the Employee has
hereunto set his hand and seal, on the day and year first above written.
XXXXXX CORPORATION
By
-------------------------------------
Xxxxxx X. Xxxxxxxx
Its President
Hereunto Duly Authorized
---------------------------------------
Employee
5
