EXHIBIT 10(h)(4)
XXXX CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
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(1993 Plan)
This Option Agreement is dated this 3rd day of October, 2000,
between Xxxx Corporation (the "Company") and Xxxxxx X. Xxxxxxxx (the
"Employee").
By appropriate action, the Compensation Committee (the
"Committee") of the Board of Directors of the Company has, on June 28, 2000 (the
"Date of Grant"), granted to the Employee an option (the "Option") to purchase
Common Shares of the Company ("Common Shares") under the Xxxx Corporation 1993
Stock Option and Stock Grant Plan, as amended, on the terms and conditions
hereinafter set forth. The Option is intended to be a nonqualified stock option.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereunder, agree as follows:
1. Incorporation of Plan. The Option is subject to all of the terms and
conditions of the Xxxx Corporation 1993 Stock Option and Stock Grant Plan, as
said plan may be amended from time to time (the "Plan"), except as otherwise
expressly provided herein. A copy of the present form of the Plan, as amended,
is attached hereto as Exhibit A and incorporated herein by reference.
2. The Option.
(a) Number of Shares and Price. The Option shall entitle the
Employee to purchase 175,000 Common Shares at a price (the "Option Price") of
$9.6875 per share. The Committee has determined, in accordance with Section 5(a)
of the Plan, that the Option Price is not less than the higher of 100% of the
fair market value of the Common Shares, or the par value thereof, on the Date of
Grant.
(b) Term, Date Exercisable, and Certain Restrictions on
Exercise. The Option may be exercised, in whole or in part, at any time during
the period commencing June 28, 2001, and ending June 28, 2010, unless earlier
terminated as provided in this Agreement or the Plan.
(c) Nontransferability. The Option is not transferable except
to the limited extent specified in Section 5(h) of the Plan.
3. Method of Exercising Option; Rights as Shareholder. Subject to the
terms and conditions of this Agreement and the Plan, the Option may be exercised
by written notice to the Company. Such notice shall specify the number of shares
to be purchased, shall be signed by the person or persons so exercising the
Option, shall be accompanied by a certificate setting forth any representations
the Company may require pursuant to Section 7 of the Plan, and shall be
accompanied by payment of the aggregate Option Price for such shares. If the
Option is being exercised 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. The Option Price shall be paid to the Company
(a) in cash, or by check (certified if required by the Committee), bank draft,
or money order, (b) through the delivery of Common Shares, which shall be valued
at their fair market value (as defined in the Plan), (c) by delivering a
properly executed notice of exercise of the Option to the Company and a broker,
with irrevocable instructions to the broker promptly to deliver to the Company
the amount of sale or loan proceeds necessary to pay the exercise price of the
Option, or (d) by a combination of (a), (b), and or (c) above; provided,
however, that the right to use Common Shares to pay the Option Price shall be
subject to the holding period requirements of Section 5(c) of the Plan, and to
such policies as may be established by the Committee from time to time (provided
that no such policies shall apply to any exercise which occurs before the date
such policies are adopted).
The certificate or certificates 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 the Employee shall so request in the notice exercising the
Option, shall be registered in the name of the Employee and his or her spouse,
jointly, with right of survivorship), shall be legended with reference to
restrictions on transfer of the shares to the extent the Company may require
pursuant to Section 7 of the Plan and shall be delivered to or upon the written
order of the person or persons exercising the Option. No person shall have any
of the rights of a shareholder with respect to any of the shares subject to the
Option until such shares have actually been issued to him or her upon exercise
of the Option.
4. Termination of Employment. If the Employee's employment by the
Company and its subsidiaries is terminated, the Option shall terminate as
provided in Sections 5(d), (e), (f), or (g) of the Plan; provided, however, that
the Option shall remain exercisable until two years after the Employee's
retirement within the meaning of Section 5(g) of the Plan (but in no event
beyond June 28, 2010).
5. Recapitalizations, Mergers, Etc. The number and kind of securities
covered by this Option and/or the purchase price therefor are subject to
possible adjustment, and the Option is subject to possible termination and
acceleration, in the event of certain recapitalizations, mergers, etc., all as
provided in Section 8 of the Plan.
6. Tax Withholding. The obligation of the Company to deliver shares
upon exercise of the Option shall be subject to compliance with applicable
Federal, state, and local tax withholding requirements. If the exercise of any
Option is subject to the withholding requirements of applicable Federal, state,
or local income tax, employment tax, or similar tax laws, the Committee, in its
discretion and subject to such rules as it may adopt, may permit the Employee to
satisfy the withholding requirements, in whole or in part, by electing to have
the Company withhold (or by returning to the Company) Shares, which Shares shall
be valued, for this purpose, at their fair market value on the date the amount
of tax required to be withheld is determined (the "Determination Date"). Such
election must be made on or before the Determination Date.
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7. Notice. Any notice hereunder shall be in writing and shall be
sufficiently given if hand-delivered or sent by registered or certified mail,
postage prepaid: if to the Company, at One Commerce Square, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000, Attention: The Corporate Secretary; and if to the
Employee, at the address specified after his or her name on the signature page
hereof, or to such other address or addresses as either such party may specify
to the other in writing.
8. Entire Agreement. This Agreement and the Plan contain the entire
agreement between the parties hereto with respect to the Option.
9. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and the Employee has
hereunto set his hand and seal, all as of the day and year first above written.
[Corporate Seal] XXXX CORPORATION
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Address:
000 Xxxxxxx Xxxx
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Xxxx Xxxx, XX 00000
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