Exhibit (d)(12)
NORTEK HOLDINGS, INC.
2002 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Name of Xxxxxx: [RLB]
Optioned Shares:
[Class A Option] ____________ shares of Common Stock
[Class B Option] ____________ shares of Common Stock
Per Share Option Price: $___________
Option Grant Date: ____________, 2002
Option Termination Date ____________, 2012
Vesting Schedule As set forth in the Plan
This Stock Option Agreement (this "Agreement") is executed and
delivered as of the Option Grant Date by and between North Holdings, Inc.
(the "Company") and the Holder. The Holder and the Company hereby agree as
follows:
1. The Company, pursuant to the North Holdings, Inc. 2002 Stock Option
Plan (the "Plan"), which is incorporated herein by reference, and
subject to the terms and conditions thereof, hereby grants (A) a Class
A Option to purchase ________ shares of Common Stock at the Per Share
Option Price (the "Class A Option") and (B) a Class B Option to
purchase _______ shares of Common Stock at the Per Share Option Price
(the "Class B Option).
2. The Class A Option and Class B Option granted hereby shall each be
treated as nonqualified stock options under the Internal Revenue Code.
3. Other than as explicitly provided in Section 4 and Section 5 of this
Agreement, the Class A Option and Class B Option granted hereby shall
be governed by the terms set forth in the Plan.
4. Notwithstanding anything set forth in Section 8(b)(i) of the Plan, the
Class B Option granted hereby shall be exercisable for that number of
shares as calculated pursuant to Schedule I of the Plan; provided,
that, and as a condition to such exercise, (A) the conditions set
forth in clauses (w), (x), and (y) of such Section 8(b)(i) of the Plan
shall have been satisfied and (B) the Holder is or has been a
director, officer, consultant or employee of the Company or any of its
Affiliates at any time during the 90 day period preceding the Exit
Event or the Liquidity Event, as appropriate.
5. Notwithstanding anything set forth in Section 8(b)(ii) of the Plan, in
the event of a termination of employment or service by reason of the
Holder's death, the Class B Option granted hereby may be exercised by
the Holder's executor, administrator or the person to whom the Class B
Option is transferred by will or the applicable laws of descent and
distribution, at any time within the one year period ending with the
first anniversary of the Holder's death, and shall thereupon
terminate. If the termination of employment or service is on account
of the Holder's Retirement with the consent of the Committee (after
attainment of age 65) or Disability, the Class B Option may be
exercised by the Holder at any time, subject to Section 10 of the
Plan.
6. The Class A Option and Class B Option granted hereby shall each
terminate, subject to the provisions of the Plan, no later than at the
close of business on the Termination Date.
7. The Holder shall comply with and be bound by all the terms and
conditions contained in the Plan, including, without limitation, as a
condition to exercise of the Class A Option and Class B Option granted
hereby, the execution of a copy of the Stockholders Agreement pursuant
to Section 13 of the Plan. Following the Holder's execution of a copy
of the Stockholders Agreement, the Holder shall comply with and be
bound by all the terms and conditions contained in the Plan and the
Stockholders Agreement.
8. The obligation of the Company to sell and deliver any stock under this
Option is specifically subject to all provisions of the Plan, the
Stockholders Agreements and all applicable laws, rules, regulations
and governmental and stockholder approvals.
9. Any notice by the Holder to the Company hereunder shall be in writing
and shall be deemed duly given only upon receipt thereof by the
Company at its principal offices. Any notice by the Company to the
Holder shall be in writing and shall be deemed duly given if mailed to
the Holder at the address last specified to the Company by the Holder.
10. All defined terms used in this Agreement but not otherwise defined
herein shall mean as set forth in the Plan.
11. The validity and construction of this Agreement shall be governed by
the laws of the State of Delaware.
