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EXHIBIT 10.41
NONQUALIFIED STOCK OPTION AGREEMENT
To: Xx. Xxxxx X. Xxxxxx Dated as of: January 25, 1999
Pursuant to resolutions of the Compensation Committee of the Board of
Directors of Durakon Industries, Inc., a Michigan corporation (the
"Corporation"), the Corporation hereby grants to you an option (the "Option") to
purchase up to ten thousand (10,000) shares of the Corporation's Common Stock,
no par value (the "Shares"), at a price of Nine and 50/100 Dollars ($9.50) per
Share, upon the terms and conditions contained herein.
1. This Option may not be transferred or assigned by you during your
lifetime.
2. (a) Subject to the terms of this Paragraph 2, you may exercise
this Option at any time and from time to time after the date hereof.
(b) This Option shall expire (to the extent not previously
exercised) on the earlier of (i) the tenth anniversary date hereof or (ii) the
date you cease to be a member of the Board of Directors of the Corporation for
any cause other than death or permanent disability; provided, however, that if
your membership of the Board of Directors of the Corporation is terminated for
any reason other than death or permanent disability, or if you resign, you shall
have the right for a period not to exceed three months following such
termination or resignation, but in no event subsequent to the expiration date of
this Option, to exercise this Option.
(c) If your membership of the Board of Directors of the
Corporation is terminated due to your death, your personal representatives shall
have the right, on your behalf, for a period of one year following such
termination, but in no event subsequent to the expiration date of this Option,
to exercise this Option.
(d) If your membership of the Board of Directors of the
Corporation is terminated due to your permanent disability, you shall have the
right for a period of three months following such termination, but in no event
subsequent to the expiration date of this Option, to exercise this Option.
3. This Option may be exercised by giving a written notice to the
Treasurer of the Corporation. Such notice shall specify the number of Shares to
be purchased and shall be accompanied by payment in full of the aggregate Option
price for the number of Shares purchased and, unless a current Registration
Statement is in effect covering the sale to you of the Shares acquired upon
exercise of this Option, by a representation that the Shares are being acquired
for your own account, for investment purposes and not with a view to the resale
or distribution of the Shares and that any subsequent offer for sale or sale of
such Shares shall be made either pursuant to (a) a Registration Statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is current with
respect to the Shares being offered and sold, or (b) a specific exemption from
the registration requirements of the Securities Act, but in claiming such
exemption you shall, prior to any offer for sale of such Shares, obtain a
favorable written opinion from counsel for or approved by the Corporation as to
the availability of such exemption. The Corporation shall endorse an appropriate
legend referring to the foregoing restriction upon the certificate or
certificates representing any Shares issued or transferred upon exercise of this
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Option. Such exercise shall be effective only upon the actual receipt of such
written notice, of the aggregate Option price and of the representation
described above, and no rights or privileges of a shareholder of the Corporation
in respect of any of the Shares issuable upon the exercise of any part of this
Option shall inure to you, or to any other person entitled to exercise this
Option, unless and until certificates representing such Shares shall have been
issued.
4. If this Option shall be exercised subsequent to any stock
dividend, split-up, recapitalization, merger, consolidation, combination or
exchange of shares, separation, reorganization or liquidation of the Corporation
occurring after the date hereof, as a result of which (a) shares of any class,
or rights to purchase shares of any class, shall be issued in respect of
outstanding shares of Common Stock of the Corporation (or shall be issuable in
respect of securities convertible into shares of Common Stock) or (b) shares of
such Common Stock shall be changed into the same or a different number of shares
of the same or another class or classes, then the holder exercising this Option
shall receive, for the aggregate price paid upon such exercise, the aggregate
number and class of shares which such holder would have received if this Option
had been exercised immediately prior to such stock dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
separation, reorganization or liquidation.
5. It is understood and agreed that nothing contained in this Option
shall confer upon you any right with respect to the continuation of your service
as a director of the Corporation, nor interfere in any way with the right of the
Corporation or its shareholders to terminate such relationship at any time.
6. If upon the exercise of this Option there shall be payable by the
Corporation any amount for income tax withholding, either you shall pay such
amount to the Corporation, or the amount of Common Stock delivered by the
Corporation upon exercise of this Option shall be appropriately reduced, to
reimburse the Corporation for such payment.
Very truly yours,
DURAKON INDUSTRIES, INC.,
a Michigan corporation
By: /s/ Xxxxxxx Xx. Xxxxxx
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Xxxxxxx Xx. Xxxxxx
Chairman of the Board of Directors
AGREED TO AND ACCEPTED:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Dated: 2-8-99
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CONSENT IN LIEU OF SPECIAL MEETING
OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF DURAKON INDUSTRIES, INC.
The undersigned constitute all of the members of the Compensation
Committee of the Board of Directors of Durakon Industries, Inc., a Michigan
corporation (the "Company"). By the execution of this Consent, the Compensation
Committee consents to and authorizes the actions set forth in this Consent.
This Consent is in lieu of a formal special meeting of the Compensation
Committee and the resolutions adopted by this Consent will have the same force
and effect that such resolutions would have if they were adopted by a special
meeting of the Compensation Committee.
The Compensation Committee hereby consents to and adopts the
following recitals and resolutions:
WHEREAS, the Compensation Committee of the Board of
Directors is of the opinion that it is in the best interests
of the Company to grant a Nonqualified Stock Option to Xxxxx
X. Xxxxxx to purchase up to 10,000 shares of the Company's
Common Stock for a purchase price equal to the average of the
high and the low sale prices for the Company's Common Stock
on the date hereof;
NOW, THEREFORE, BE IT RESOLVED, that the Compensation
Committee of the Board of Directors of the Company hereby
authorizes the granting to Xxxxx X. Xxxxxx of a Nonqualified
Stock Option to purchase 10,000 shares of Common Stock; and
FURTHER RESOLVED, that the officers of the Company,
including the Chairman of the Board of Directors of the
Company, and any person authorized to act by any officer of
the Company, are hereby severally authorized and directed to
do such acts and to execute and deliver such documents and
other instruments (including, without limitation, an
appropriate stock option agreement) as any of them may deem
necessary, appropriate or advisable to carry into effect the
intent of the foregoing resolutions.
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The undersigned, constituting all of the members of the Compensation
Committee, have taken and adopted the foregoing actions and authorizations in
lieu of a formal special meeting of the Compensation Committee of the Board of
Directors.
Dated as of: January 25, 1999
/s/ Xxxxxxx Xx. Xxxxxx
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Xxxxxxx Xx. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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