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EXHIBIT 10.4
NONQUALIFIED STOCK OPTION
NONQUALIFIED STOCK OPTION AGREEMENT dated as of ________________,
between HUSSMANN INTERNATIONAL, INC., a Delaware corporation
(the "Corporation"), and ________________, an employee of
the Corporation or one of its subsidiaries (the "Holder").
WHEREAS, the Corporation desires, by affording the Holder an opportunity
to purchase shares of the Corporation's Common Stock as hereinafter provided,
to carry out the purposes of the Corporation's Stock Incentive Plan (the
"Plan"), as adopted by the Board of Directors of the Corporation on November
21, 1997;
WHEREAS, the Management Resources and Compensation Committee of the Board
of Directors of the Corporation (the "Committee") has duly made all
determinations necessary or appropriate to the grant hereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:
1. The Corporation hereby irrevocably grants to the Holder, as a matter of
separate agreement and not in lieu of salary or any other compensation for
services, the right and option (the "Option"), to purchase ________ shares of
Common Stock of the Corporation on the terms and conditions herein set forth.
2. For each of said shares purchased, the Holder shall pay to the
Corporation $________ per share (the "Option Price").
3. Subject to the provisions of paragraphs 7, 8 and 9 hereof, this Option
shall be for a term of ten years from the date hereof and shall become
exercisable as to one-third of the shares covered by this Option on the first
anniversary hereof, as to two-thirds of the shares covered by this Option on
the second anniversary hereof (reduced by such number of shares as may have
theretofore been purchased hereunder after the first anniversary), and as to
all shares covered by this Option and not theretofore purchased on the third
anniversary hereof. The Corporation shall not be required to issue any
fractional shares upon exercise of this Option, and any fractional interests
resulting from the calculation of the number of shares in respect of which this
Option may be exercised prior to the third anniversary hereof shall be rounded
down to the nearest whole share. Except as provided in paragraphs 7, 8 and 9
hereof, this Option may not be exercised unless the Holder shall, at the time
of exercise, be an employee of the Corporation or one of its "subsidiaries", as
defined in the Plan.
4. This Option may be exercised only by one or more notices in writing of
the Holder's intent to exercise this Option, accompanied by payment by check to
the Corporation in an amount equal to the aggregate Option Price of the total
number of whole
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shares then being purchased. Unless otherwise specified by the Corporation,
each such notice and check shall be delivered to the Treasurer of the
Corporation, at the principal office of the Corporation or, at the risk of the
Holder, mailed to the Treasurer at said office.
5. Following the exercise of this Option, the Corporation will advise the
Holder of the applicable Federal and state income taxes required to be withheld
by reason of such exercise. Thereupon, the Holder shall forthwith deliver to
the Corporation a check payable to the Corporation or the subsidiary of the
Corporation which employs the Holder, as the case may be, representing said
taxes.
6. This Option is not transferable by the Holder otherwise than by will or
the laws of descent and distribution and may be exercised, during the lifetime
of the Holder, only by the Holder.
7. In the event of the termination of employment of the Holder with the
Corporation or one of its subsidiaries, other than by reason of Retirement (as
defined in the Plan) or death, the Holder may exercise this Option at any time
within three months (or one year, if the Holder is permanently and totally
disabled within the meaning of Section 22(e)(3) of the Federal Internal Revenue
Code) after such termination of employment, but only if and to the extent this
Option was exercisable at the date of termination, and in no event after the
date on which this Option would otherwise terminate; provided, however, if such
termination of employment was for cause or a voluntary termination without the
written consent of the Corporation, then this Agreement shall be of no further
force or effect and all rights of the Holder under this Option shall thereupon
cease.
8. In the event of the termination of employment of the Holder with the
Corporation or one of its subsidiaries by reason of Retirement, then all shares
subject to this Option shall be deemed to be fully exercisable, and, subject to
paragraph 9 hereof, this Option shall be exercisable by the Holder at any time
up to and including (but not after) the date on which this Option would
otherwise terminate.
9. In the event of the death of the Holder (i) while he is employed by the
Corporation or one of its subsidiaries or after Retirement, (ii) within three
months after termination of the Holder's employment (other than a termination
by reason of permanent and total disability within the meaning of Section
22(e)(3) of the Federal Internal Revenue Code), or (iii) within one year after
termination of the Holder's employment by reason of such disability, then this
Option may be exercised by the legatees under the last will of the Holder, or
by his personal representatives or distributees of the Holder, at any time
within a period of nine months after the Holder's death, but only if and to the
extent this Option was exercisable at the date of death (unless death occurs
while the Holder is employed by the Corporation or one of its subsidiaries, in
which case all shares subject to this Option shall
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be fully exercisable), and in no event after the date on which this Option
would otherwise terminate.
10. If, prior to the termination of this Option, the number of outstanding
shares of Common Stock of the Corporation shall be increased or decreased by
reason of a stock split, stock dividend, reverse stock split or combination
thereof, then the number of shares at the time subject to this Option, the
number of shares reserved for issuance pursuant to exercise hereof, and the
Option Price per share shall be proportionately adjusted without any change in
the aggregate Option Price therefor.
11. If, prior to the termination of this Option, the outstanding shares of
Common Stock of the Corporation shall be affected by any change other than
those specifically mentioned in the preceding paragraph (e.g., by reason of a
spin-off, split-up, recapitalization, merger, consolidation, combination or
exchange of shares), then the aggregate number and class of shares thereafter
subject to this Option and the Option Price thereof, and the number and class
of shares reserved for issuance pursuant to exercise hereof, may be
appropriately adjusted in such manner as the Committee shall in its sole
discretion determine to be equitable and consistent with the purposes of the
Plan. Such determination shall be conclusive for all purposes of this Option.
12. This Option and each and every obligation of the Corporation hereunder
are subject to the requirement that if at any time the Corporation shall
determine, upon advise of counsel, that the listing, registration, or
qualification of the shares covered hereby upon any securities exchange or
under any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the granting of this Option or the purchase of shares hereunder, this
Option may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors of the
Corporation.
13. In the event of a "change in control" or a "Pooling Transaction", as
those terms are defined in the Plan, the Holder shall have all of the rights
specified in Paragraph 10(B) and, if applicable, Paragraph 10(D) of the Plan.
14. Nothing herein contained shall confer on the Holder any right to
continue in the employment of the Corporation or any of its subsidiaries or
interfere in any way with the right of the Corporation or any subsidiary to
terminate the Holder's employment at any time; confer on the Holder any of the
rights of a shareholder with respect to any of the shares subject to this
Option until such shares shall be issued upon the exercise of this Option;
affect the Holder's right to participate in and receive benefits under and in
accordance with the provisions of any pension, profit-sharing, insurance, or
other employee benefit plan or program of the Corporation or any of its
subsidiaries; or limit or otherwise affect the right of the Board of Directors
of the Corporation (subject to any required approval by the shareholders) at
any time or from time
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to time to alter, amend, suspend or discontinue the Plan and the rules for its
administration; provided, however, that no termination or amendment of the Plan
may, without the consent of the Holder, adversely affect the Holder's rights
under this Option.
IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been duly
executed by the Corporation and the Holder as of the day and year first above
written.
HUSSMANN INTERNATIONAL, INC.
By:__________________________
Vice President
__________________________
Holder
11/97
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