EXHIBIT 4.7
FORM OF
MAY & XXXX, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement") made as of this __ day of ______, 19__ by
and between May & Xxxx, Inc., a Delaware corporation (the "Corporation"), and
__________, an employee of the Corporation (the "Optionee");
W I T N E S S E T H:
WHEREAS, the Corporation has adopted the 1995 Key Employee Stock Option Plan
of May & Xxxx, Inc. (the "Plan"); and
WHEREAS, a copy of the Plan has been provided to the Optionee and is hereby
incorporated by reference with the same effect as if fully recited herein:
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Corporation hereby grants to the Optionee the
right and option (the "Option") to purchase all or any part of __________ shares
of common stock, par value $.01 per share, of the Corporation on the terms and
conditions set forth in the Plan and herein (such number being subject to
adjustment in accordance with the Plan) (the "Option Shares"). This Option
shall be a nonqualified stock option within the meaning of the Internal Revenue
Code of 1986, as amended, or any successor thereto.
2. Purchase Price. The purchase price of the Option Shares shall be
$_____ per share.
3. Term of Option. The term of the Option (the "Option Term") shall be
for a period of 10 years from the date hereof (the "Issue Date"), subject to
earlier termination as provided in the Plan. In no event shall the Option be
exercised after the Option Term.
4. Exercise of Option.
(a) Within the foregoing limitations provided herein and in the Plan,
the Options shall vest and become exercisable in five equal annual installments
commencing one year from the Issue Date. The Optionee shall exercise his right
to purchase shares under the Option by delivering written notice to the
Corporation in accordance with Section 5 hereof, together with a copy of this
Agreement and payment for such shares in accordance with Section 11 of the Plan.
(b) Notwithstanding Section 4(a) provided herein, if the Compensation
Committee (the "Committee") of the Board of Directors of the Corporation
determines that, on the date thereof, the Optionee is not performing
satisfactorily his duties as an employee of the Corporation, it reserves the
right, in its sole discretion, to (i) prescribe longer time periods and
additional requirements with respect to the exercise of an Option and (ii)
terminate in whole or in part such portion of any Option as has not yet become
exercisable at the time of such termination.
(c) If at any time the Committee shall determine, in its sole
discretion, that (i) the listing, registration, or qualification of the Option
Shares upon any securities exchange or under any state or federal law, (ii) the
consent or approval of any governmental regulatory body, or (iii) obtaining an
investment intent representation or other undertaking from the Optionee is
necessary or desirable as a condition of, or in connection with, the exercise of
an Option hereunder, such
Option may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent, approval, representation or undertaking
shall have been effected or obtained free of any conditions not acceptable by
the Committee.
5. Method of Exercising Option.
(a) Subject to the terms and conditions of this Agreement and the
Plan, the Option must be exercised by delivering notice to the Corporation,
which must be in writing and personally delivered or sent by registered or
certified mail, return receipt requested, to the Secretary of the Corporation at
0000 Xxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000. The notice shall be deemed to
be made when the Corporation or its successor in interest receives the letter or
within three days after it is sent by certified or registered mail, return
receipt requested, whichever is earlier.
(b) Such notice shall state the election to exercise the Option, the
number of shares in respect of which it is being exercised, and the name or
names of the person or persons in whose name or names the stock certificates are
to be issued. The notice shall be signed by the person or persons exercising
the Option and shall include such person or persons' address for receipt of a
certificate or certificates representing such shares. The notice shall be
accompanied by a photocopy of this Agreement and payment of the full purchase
price of such shares.
(c) In the event the Option shall be exercised by any person or
persons other than the Optionee, such notice shall be accompanied by appropriate
proof, as determined by the Committee in its sole discretion, of the right of
such person or persons to exercise the Option.
(d) All shares that shall be purchased upon the exercise of the
Option, as provided herein, shall be fully paid and nonassessable.
6. General. At all times during the Option Term, the Corporation shall
reserve and keep available such number of shares of common stock as will be
sufficient to satisfy the requirements of this 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 to comply with all state and federal laws and regulations which, in the
opinion of legal counsel for the Corporation, shall be applicable thereto.
7. Interpretation of Agreement and Plan.
(a) All determinations and interpretations made by the Committee with
regard to any questions arising hereunder or under the Plan shall be binding and
conclusive on the Optionee and his or her successors, legal representatives and
beneficiaries.
(b) The Option granted herein is subject to:
(i) All the terms and conditions of the Plan, as amended, now or
hereafter in effect; and
(ii) All the terms and conditions of this Agreement, now in
effect or hereafter amended at the sole discretion of the
Committee, which
conform with the terms and conditions of the Plan, as
amended from time to time.
(c) The Optionee acknowledges receipt of a copy of the Plan,
represents and warrants that he has read the Plan and agrees that the Option
shall be subject to all of the terms and conditions of this Agreement and the
Plan, as amended from time to time, now or hereafter in effect.
8. Binding on Successors and Assigns: Nontransferability. This Agreement
shall bind and inure to the benefit of the successors and assigns of the
Corporation. Except to the extent permitted under the Plan, as amended from time
to time, the rights of the Optionee under this Agreement shall not be
transferable and all options granted hereunder may be exercised during the
lifetime of the Optionee only by him.
9. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and both of which constitute one and the same
document.
10. Assignment. This Agreement shall not be assignable by the Optionee or the
Optionee's executors, administrators, successors and heirs.
11. Section Headings. The Section headings of this Agreement are inserted for
convenience of reference only and shall not be deemed to be a part thereof or
used in the construction or interpretation thereof.
12. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without violating the remainder of this
Agreement.
13. Governing Law. The validity, meaning and effect of this Agreement shall
be determined in accordance with the laws of the State of Illinois.
14. Final Agreement. This Agreement constitutes the final agreement of the
parties concerning the matters referred to herein and supersedes all prior
agreements and understandings.
IN WITNESS WHEREOF, the Corporation and the Optionee have executed this
Agreement as of the day and year first above written.
ATTEST: MAY & XXXX, INC.
By: By:
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Title: Title:
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Optionee:
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[NAME]
