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EXHIBIT 99.4
STOCK OPTION AGREEMENT
OPTION GRANTED this ____ day of _________, 1993, by PANVERA CORPORATION,
a Wisconsin corporation (the "Company") to _____________________ (the
"Holder").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has approved the issuance
of stock options to acquire shares in the Company to certain advisors and
constituents of the Company; and
WHEREAS, the Holder is a valued and trusted advisor to the Company and
the Company deems it desirable and in its best interests that the Holder be
given an inducement to acquire a proprietary interest in the Company as an
added incentive to advance the interest of the Company by possessing an option
to purchase shares of the Company.
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares Optioned, Option Price. The Company grants to the
Holder the right and option to purchase, subject to the terms and conditions of
this Agreement, all or any part of an aggregate of ______________ shares of the
presently authorized common stock of the Company, $0.025 par value, at the
purchase price of __________________ Dollars ($______) per share.
2. Conditions of Exercise of Option During Holder's Lifetime. During
the Holder's lifetime this option, to the extent exercisable, may be exercised
only by the Holder.
3. Method of Exercising Option. This option shall be exercised by
delivery to the Company of a written notice of number of shares with respect to
which the option is at the time being exercised and by paying the Company in
full the option price of the shares being acquired at the time. Such payment
shall be in the form of cash, certified check or other immediately available
funds. The Company shall deliver a certificate
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for the shares of stock to the Holder as soon as practical thereafter; provided,
that if any law or regulation requires the Company to take any action with
respect to the shares specified in such notice before the issuance thereof, then
the date of such delivery of such shares shall be extended for the period
necessary to take such action.
4. Term and Restriction of Exercise of Option. Except as hereinafter
otherwise provided, the option to the extent not heretofore exercised shall
terminate upon the first to occur of the following dates:
(a) Twelve (12) months after the date of the Holder's death; and
(b) ___ (being the expiration of ten (10) years from the grant of
this option).
5. Nontransferability. This option shall not be transferable by the
Holder except by will or the laws of descent and distribution (subject to the
limits set forth in Paragraph 5, above). This option shall not be transferred,
assigned, pledged or hypothecated in any way, whether by operation of law or
otherwise, and shall not be subject to execution, attachment or similar process.
6. Rights as Stockholder. The Holder shall not be deemed to be a
stockholder of the Company with respect to any shares covered by this option
until such shares are fully paid and issued upon exercise of this option.
7. Investment Purpose. This option is granted on the condition that the
shares acquired on exercise hereof are to be acquired for investment purposes,
and not with a view to resale or distribution, except that in the event the
shares covered by this option are registered under the Securities Act of 1933,
as amended, or in the event a resale of such shares without such registration
would otherwise be permissible, such condition shall be inoperative if in the
opinion of counsel for the Company such condition is not required under the
Securities Act of 1933 or any other applicable law, rule or regulation. Shares
issued upon exercise hereof shall contain an appropriate legend reflecting this
condition. The Company may require the Holder to execute a document reaffirming
the matters and representations contained
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herein as a condition to consummating the purchase of the shares subject to this
Agreement and, if the Company requires such reaffirmation by the Holder,
exercise of the option granted pursuant hereto shall be subject to execution of
the documentation reasonably requested by the Company.
8. Restrictions on Shares. Any shares purchased pursuant to the option
granted hereunder shall be subject to the restrictions on transferability and
ownership set forth in Article VIII of the Company's By-Laws (or any successor
thereto). A copy of the applicable provisions of the Company's By-Laws is
attached hereto as Annex A.
9. Changes in Shares. In the event there are any changes in the common
stock of the Company through reorganization, recapitalization, stock split or
reverse split, stock dividend, merger, consolidation, combination or exchange
of shares or other capital change, appropriate changes may be made by the
Committee, subject to the approval of the Board of Directors of the Company, in
the number, price and kind of shares covered by this option.
10. Acknowledgement of Non-Qualified Stock Option. The Holder acknowledges
that the option granted herein shall constitute a non-qualified stock option
under the Internal Revenue Code of 1986, as amended. Accordingly, the Holder may
be subject to tax liability upon the grant and/or exercise of the option. The
Holder acknowledges his responsibility to consult with a tax advisor in order to
receive advice regarding the tax implications, if any, regarding the receipt and
exercise of the option granted herein, and the Holder shall not hold the Company
liable in any manner with respect thereto.
11. Notices. Any notice to be given to the Company under the terms of this
Agreement shall be addressed to the Company in care of its principal offices,
at 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000, and any notice to be given to
the Holder may be addressed to him at his address as it appears on the
Company's records, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall be deemed to have been
duly given and received in all respects if and when personally delivered to a
party or if and
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when deposited in the United States mail, addressed as aforesaid, certified
mail, return receipt requested.
12. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
13. Governing Law. This Agreement and all questions arising in
connection herewith shall be governed by and construed in accordance with the
laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Company and the Holder have executed this
Agreement as of the date first set forth above, which is the date of granting
of the option evidenced hereby.
PANVERA CORPORATION
By:________________________________
(Title)
Attest:____________________________
(Title)
___________________________________
Holder
