XXXXX CORPORATION
1995 EQUITY INCENTIVE PLAN
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STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
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THIS AGREEMENT, dated as of this ___ day of ________, ____, by and
between XXXXX CORPORATION, a Wisconsin corporation (the "Company"), and
____________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Xxxxx Corporation 1995 Equity
Incentive Plan (the "Plan"), the terms of which, to the extent not stated
herein, are specifically incorporated by reference in this Agreement; and
WHEREAS, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not employees of
the Company or any affiliate of the Company (a "Non-Employee Director"); and
WHEREAS, the Optionee is now a Non-Employee Director, and the Company
desires him to continue as a member of the Company's Board of Directors and to
secure or increase his stock ownership in the Company as an added incentive for
him to continue his association with the Company.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Grant of Option. Subject to the terms and conditions of the Plan
and this Agreement, the Company hereby grants to the Optionee an option (the
"Option") to purchase from the Company all or any part of the aggregate amount
of _____ shares of Common Stock (the "Optioned Shares"). The Option is intended
to constitute a non-qualified stock option and shall not be treated as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, or any successor provision thereto.
2. Option Price. The per share exercise price to be paid for the
Optioned Shares shall be $______.
3. Exercisability and Termination of Option. The Option shall become
exercisable on _____________, ____; provided, however, that if the Optionee
ceases to be a director of the Company by reason of death, disability or
retirement prior to _________, ____ the Option shall become immediately
exercisable in full. The Option shall terminate on the earlier of: (i)
__________, ____; or (ii) twelve months after the Optionee ceases to be a
director of the Company for any reason, including as a result of the Optionee's
death, disability or retirement.
4. Manner of Exercise and Payment. Subject to the provisions of
Paragraph 3 hereof and the Plan, the Option may be exercised in full at any time
or in part from time to time by delivery to the Secretary of the Company at the
Company's principal office in Menasha, Wisconsin, of a written notice of
exercise specifying the number of shares with respect to which the Option is
being exercised. The notice of exercise must be accompanied by payment in full
of the exercise price of the shares being purchased: (i) in cash or its
equivalent; (ii) by tendering previously acquired shares of Common Stock (valued
at their "market value" as of the date of exercise, as determined in the manner
provided in Section 6(b)(v) of the Plan); or (iii) by any combination of the
means of payment set forth in subparagraphs (i) and (ii). For purposes of
subparagraphs (ii) and (iii) above, the term "previously acquired shares of
Common Stock" shall only include shares of Common Stock owned by the Optionee
prior to the exercise of the Option for which payment is being made and shall
not include shares of Common Stock which are being acquired pursuant to the
exercise of the Option. No shares shall be issued until full payment therefor
has been made.
5. Nontransferability of the Option. The Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Optionee shall be entitled, in the
manner provided in Paragraph 6 hereof, to designate a beneficiary to exercise
his rights, and to receive any shares of Common Stock issuable, with respect to
the Option upon the death of the Optionee. The Option may be exercised during
the life of the Optionee only by the Optionee or, if permitted by applicable
law, the Optionee's guardian or legal representative.
6. Designation of Beneficiary. (a) The person whose name appears on
the signature page hereof after the caption "Beneficiary" or any successor
designated by the Optionee in accordance herewith (the person who is the
Optionee's beneficiary at the time of his death herein referred to as the
"Beneficiary") shall be entitled to exercise the Option, to the extent it is
exercisable, after the death of the Optionee. The Optionee may from time to time
revoke or change his Beneficiary without the consent of any prior Beneficiary by
filing a new designation with the Compensation Committee of the Board of
Directors of the Company or such other committee of the Board which shall have
been designated to administer the Plan (the "Committee"). The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Optionee's death, and in no event shall
any designation be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of the
Optionee's death, or if no designated Beneficiary survives the Optionee or if
such designation conflicts with law, the Optionee's estate shall be entitled to
exercise the Option, to the extent it is exercisable after the death of the
Optionee. If the Committee is in doubt as to the right of any person to exercise
the Option, the Company may refuse to recognize such exercise, without liability
for any interest or dividends on the Optioned Shares, until the Committee
determines the person entitled to exercise the Option, or the Company may apply
to any court of appropriate jurisdiction and such application shall be a
complete discharge of the liability of the Company therefor.
7. Capital Adjustments Affecting the Common Stock. The number of
Optioned Shares subject hereto and the related per share exercise price shall be
subject to adjustment in accordance with Section 4(b) of the Plan.
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8. Transfer Restrictions. The shares to be acquired upon exercise of
the Option may not be sold or otherwise disposed of except pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
or in a transaction which, in the opinion of counsel for the Company, is exempt
from registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares are
fully paid. The Option shall not confer upon the Optionee the right to continue
as a director of the Company.
10. Interpretation by Committee. As a condition of the granting of the
Option, the Optionee agrees, for himself and his personal representatives, that
this Agreement shall be interpreted by the Committee and that, subject to the
express terms of the Plan, any interpretation by the Committee of the terms of
this Agreement and any determination made by the Committee pursuant to this
Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, and the Optionee has hereunto affixed his hand and seal as to the day
and year first above written.
XXXXX CORPORATION
By:_______________________________________
Xxxxxx X. Xxxxxxx, Chief Executive Officer
[SEAL] Attest:_________________________________
Xxxxxx X. Xxxxxxx, Secretary
____________________________________[SEAL]
____________________, Optionee
Beneficiary:_____________________________
Address of
Beneficiary:____________________________
____________________________
Beneficiary's Tax
Identification No.:______________________
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