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Exhibit 10.55
EXHIBIT C
XXXX NATIONAL CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT NO. 2
This Nonqualified Stock Option Agreement No. 2 (this
"Agreement") is entered into between Xxxxx Xxxxxxx (the "Optionee") and Xxxx
National Corporation, a Delaware corporation (the "Company"), as of January 18,
2000. Certain capitalized terms used herein are defined in Paragraph 8.
WHEREAS, the Compensation Committee of the Board of Directors
of the Company has authorized a grant of stock options on the terms hereof to
the Optionee;
WHEREAS, the Optionee and the Company have entered into an
employment agreement (the "Employment Agreement") as of January 18, 2000 (the
"Effective Date"); and
NOW, THEREFORE, the Company hereby grants to the Optionee
options (the "Options") to purchase the number of shares of common stock
("Common Stock"), par value $.001 per share, of the Company's Common Stock shown
as the Original Award on Attachment I hereto; and agrees to cause certificates
for any shares purchased hereunder to be delivered to the Optionee upon payment
of the purchase price in full, all subject, however, to the terms and conditions
hereinafter set forth.
1. EXERCISE. (a) The Options (until terminated as hereinafter
provided) are vested and exercisable immediately.
(b) The Options may be exercised in whole or in part
from time to time.
(c) Any exercise of the Options must be made in
writing by the Optionee delivered to the Secretary of the Company.
2. EXERCISE PRICE AND PAYMENT. (a) The Options will be
exercisable for Shares at the Exercise Price shown on Attachment I hereto.
(b) The Exercise Price for any shares may be paid in
cash or by check.
3. TERMINATION. The Options will terminate and all Options
then outstanding will be forfeited on the earliest of the following dates:
(a) Immediately if the Optionee terminates employment
with the Company for any reason; or
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(b) Ninety (90) days from the Grant Date.
4. TRANSFERABILITY. The Options are not transferable by the
Optionee.
5. SECURITIES LAWS. The Options are not exercisable if such
exercise would involve a violation of any applicable federal, state or other
securities law, and the Company hereby agrees to make reasonable efforts to
comply with such securities laws. The Options are not exercisable unless under
said laws at the time of exercise the shares of Common Stock or other securities
purchasable hereunder are exempt, are the subject matter of an exempt
transaction, or are registered in accordance with such laws.
6. ADJUSTMENTS. (a) The Board of Directors or the Compensation
Committee shall make such adjustment in the option price and in the number or
kind of shares of Common Stock or other securities covered by the Options as
such Board or Committee may in good faith determine is equitably required to
prevent dilution or enlargement of the rights of the Optionee that otherwise
would result from (i) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or
(ii) any merger, consolidation, spin-off, split-off, spin-out, split up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights to purchase securities, or (iii) any distribution to the
holders of the Common Stock of rights or warrant to purchase equity interests of
the Company, or (iv) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction
or event, the Board of Directors or the Compensation Committee, in its
discretion, may provide in substitution for any or all outstanding awards under
the Options such alternative consideration as it, in good faith, may determine
to be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced.
(b) In the event that any provision of this Agreement
would result in a calculation of a number of shares in amounts other than a
whole number, the number of shares so calculated will be reduced or increased to
the nearest whole number (rounding 0.50 up), with the effect of any such
rounding deemed to attach to the last group of shares to be so calculated (with
calculations to be conducted in alphabetical or numerical order, as applicable).
7. WITHHOLDING. If the Company is required to withhold any
federal, state, local or foreign tax in connection with the exercise of the
Options, it will be a condition to such exercise that the Optionee make
provision satisfactory to the Company for payment of all such taxes.
8. DEFINITIONS. The term "Subsidiary" shall have the meaning
provided in the Employment Agreement, and the following capitalized terms have
meanings as set forth below.
(a) "Exercise Price" means the exercise price per
share indicated as the Exercise Price per share on Attachment I hereto.
(b) "Grant Date" means the date so indicated on
Attachment I hereto.
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(c) "Original Award" means the number of shares of
Common Stock indicated as the Original Award on Attachment I hereto.
(d) "Person" means any corporation, partnership,
limited liability company, association, firm, other entity or individual(s).
9. ACKNOWLEDGMENT. The undersigned Optionee hereby
acknowledges receipt of an executed original of this Agreement and accepts the
Options granted hereunder.
EXECUTED at Cleveland, Ohio as of the date first set forth above.
XXXX NATIONAL CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chairman, CEO
/s/ Xxxxx Xxxxxxx
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OPTIONEE - Xxxxx Xxxxxxx
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ATTACHMENT I to Nonqualified Stock Option Agreement No. 2
Name of Optionee: Xxxxx Xxxxxxx
Name of Employer: Xxxx National Corporation
Position: President, Chief Operating Officer and
Member Board of Directors
Number of Shares
in the Original Award: 100,000
Grant Date: January 18, 2000
Exercise Price per Share: The average of the closing prices
of the Common Stock traded on the New
York Stock Exchange for the twenty (20)
trading day period ending on the tenth
trading day after the Grant Date.
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