Exhibit 4.9
[DIRECTOR'S NAME]
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
UNDER THE CORRPRO COMPANIES, INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
(THE "PLAN")
as of May 17, 2001
The provisions of this Agreement govern the award of Stock Appreciation
Rights ("SARs") granted as of May 17, 2001 to [DIRECTOR'S NAME] ("Director"),
under the Plan. Terms not defined in this agreement shall have the meanings as
defined in the Plan.
SECTION 1 - SARS GRANTED. The Company hereby grants to Director 10,000 SARs.
SECTION 2 - TERM. The SARs granted by this Agreement shall terminate on May 17,
2006. SARs may terminate earlier as otherwise provided in this Agreement or in
the Plan.
SECTION 3 - EXERCISEABILITY. Subject to the provisions of Sections 7 and 10
below, the SARs shall automatically be exercised on May 17, 2006 and may not be
exercised before then.
SECTION 4 - EXERCISE PRICE. The SAR Exercise Price shall be $2.10 per SAR.
SECTION 5 - PAYMENT ON EXERCISE. Upon exercise of an SAR, subject to the
provisions of the Plan, the Company will pay Director in cash an amount (the
"Spread") equal to (i) the excess of the Fair Market Value Price over the SAR
Exercise Price multiplied by the (ii) number of shares represented by the SAR or
portion thereof being exercised.
SECTION 6 - TAXES. Upon exercise, the Company shall have the right to withhold
from the payments made upon exercise of the SARs, the amount of any applicable
withholding taxes.
SECTION 7 - CERTAIN EVENTS. (a) Termination of Directorship. Unless otherwise
determined by the Board, upon the death, disability, resignation, removal, or
other discontinuance of service of Director as a director before May 17, 2006,
the Board, at its sole discretion, may deem Director's SARs to be exercised.
Upon such determination, the Spread shall be paid in a lump sum within twenty
business days of such determination.
SECTION 8 - NON-TRANSFERABILITY. The SARs granted hereunder shall not be
transferable other than: (a) by will or the laws of descent and distribution, or
(b) pursuant to a qualified domestic relations order, as defined in the Internal
Revenue Code or Employee Retirement Income Security Act or the rules thereunder,
or (c) to Permitted Transferees.
Director Stock Appreciation Rights Agreement
May 17, 2001
Page 2 of 2
SECTION 9 - ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes
in all of the outstanding shares of Common Stock by reason of events described
in Section 6.2 of the Plan, the number of SARs evidenced by this Agreement and
SAR Exercise Price and other applicable provisions, may, subject to the
provisions of the Plan, be equitably adjusted by the Board.
SECTION 10 - CHANGE IN CONTROL. In the case of a merger, consolidation, or other
event described in Section 7.3 of the Plan, the SARs shall be subject to the
provisions set forth in Section 7.3 of the Plan.
SECTION 11 - NOTICES. Notice to the Company under this Agreement shall be
addressed to the Company's Secretary, 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxx 00000.
Notices to Director shall be addressed to the address provided by Director.
Either party may designate in writing another address for notices.
SECTION 12 - BINDING EFFECT. This Agreement and the provisions of the Plan shall
be binding upon Director and Director's executors, administrators,
representatives and assigns, and upon the Company and its successors and
assigns. This Agreement is subject to the terms of the Plan and, for purposes of
interpretation, the provisions of the Plan shall be considered to supercede
inconsistent provisions of this Agreement.
______________________________
Director
Corrpro Companies Inc.
______________________________
By: __________________________
CORRPRO COMPANIES INC.
2001 NON-EMPLOYEE DIRECTORS'
STOCK APPRECIATION RIGHTS PLAN
1. PURPOSE. The purpose of the Corrpro Companies, Inc. 2001
Non-Employee Directors' Stock Appreciation Rights Plan (the "Plan") is to
aid Corrpro Companies, Inc. (the "Company") in aligning more closely the
compensation of the Company's eligible directors with the performance of
the Company and the interests of its shareholders and in retaining
directors of outstanding competence, dedication and loyalty. Consistent with
this objective, the Plan provides for the grant to non-employee directors of
Stock Appreciation Rights ("SARs") pursuant to the terms and conditions
hereinafter set forth.
2. EFFECTIVE DATE. The Plan was approved by the Board of Directors of
the Company (the "Board of Directors") and became effective on May 17, 2001
(the "Effective Date").
3. ADMINISTRATION. The Plan shall be administered by the Board of
Directors or such Committee appointed by the Board of Directors (the "Board").
Any such Committee will consist of three or more directors, all of whom are
"non-employee directors" within the meaning of Rule 166-3 under the Securities
Exchange Act of 1934, and who may also be eligible to participate in the Plan.
4. ELIGIBILITY. SARs under the Plan shall be granted only to persons
who, as of the Effective Date, are directors of the Company and who are not
employees of the Company or its subsidiaries (each such person referred to
herein as a "Director"). No SARs under the Plan shall be granted to any person
who is an employee of the Company or its subsidiaries.
5. GRANT OF SARS.
5.1 On the Effective Date, each Director shall be granted
10,000 SARs.
5.2 All SARs granted pursuant to the Plan shall have an SAR
Exercise Price determined pursuant to Section 7.1 hereof.
6. AVAILABLE SARS
6.1 The stock underlying to the SARs granted under the Plan
shall be the Common Stock of the Company ("Common Stock"). Each SAR shall be
deemed to equal one share of Common Stock, and except as otherwise required or
permitted by Section 6.2, the aggregate number of SARs that may be granted under
the Plan shall not exceed 30,000.
6.2 The aggregate number of SARs subject to the provisions of
the Plan and to each award of SARs hereunder shall be proportionately adjusted
for any increase or decrease in the number of outstanding shares of Common Stock
resulting from any stock dividend, stock split or similar event and may, in the
sole discretion of the Board, be similarly adjusted for any other capital
adjustment (including a reclassification of shares or recapitalization, merger,
Corrpro Companies Inc.
2001 Non-Employee Directors' Stock Appreciation Rights Plan
consolidation or reorganization of the Company) or the distribution to holders
of shares of Common Stock of rights, warrants, dividends, assets or evidences of
indebtedness.
7. TERMS AND CONDITIONS OF SARS. Each award of SARs made under the Plan
shall be evidenced by a written agreement between the Company and the Director
in such form or forms as the Board, from time to time, shall prescribe, which
shall comply with and be subject to the terms and conditions of this Section 7.
In addition, the Board may, in its absolute discretion, include in any such
grant other terms, conditions and provisions that are not inconsistent with the
express provisions of the Plan.
7.1 SAR Exercise Price. The price at which each SAR shall be
granted on the Effective Date shall be $2.10. The price at which an SAR is
granted is the "SAR Exercise Price." Notwithstanding the foregoing, if the
number of SARs subject to the Plan and awards hereunder is adjusted pursuant to
Section 6.2 hereof, a corresponding adjustment shall be made to the SAR Exercise
Price.
7.2 Duration of SARs. Each SAR granted under the Plan shall
expire and all rights pursuant thereto shall cease on May 17, 2006, subject only
to payment under Section 7.4.
7.3 Merger, Consolidation, and other events. If the Company
shall, pursuant to action by its Board of Directors, at any time propose to
merge into, consolidate with, or sell or otherwise transfer all or substantially
all of its assets to another corporation and provision is not made pursuant to
the terms of such transaction for the assumption by the surviving, resulting or
acquiring corporation of outstanding SARs or for substitution of new SARs
therefore, then the Board shall cause written notice of the proposed transaction
to be given to each Director not less than twenty days prior to the anticipated
effective date of the proposed transaction, and each Director shall have the
right to exercise his or her SARs. Each Director, by so notifying the Company in
writing, may in exercising his or her SARs condition such exercise upon, and
provide that such exercise shall become effective at the time of, or immediately
before, the consummation of the transaction. If the transaction is consummated,
each SAR, to the extent not previously exercised on or before the date specified
in the foregoing notice of the transaction, shall terminate on the effective
date of such consummation; provided that such aforementioned notice is properly
and timely given. If the transaction is abandoned, any SAR not exercised shall
continue to be available for exercise in accordance with other provisions of the
Plan as if the transaction had never been proposed.
7.4 Exercise of SARs. Except as otherwise (or deemed exercise)
provided in this Plan, all SARs shall be deemed exercised on May 17, 2006 and
may not be exercised before then. Upon exercise of an SAR by a Director, the
Company will pay the Director in cash an amount (the "Spread") equal to (i) the
excess of the Fair Market Value Price over the SAR Exercise Price multiplied by
the (ii) number of shares represented by the SAR or portion thereof being
exercised. The "Fair Market Value Price" shall be the average of the closing
prices per share of Common Stock for the thirty consecutive trading days
immediately preceding the date of exercise as reported on the New York Stock
Exchange Composite Tape (or the principal market on which the Common Stock is
then traded, if the Common Stock is not listed on such exchange at any time
during such thirty day period; or if the Common Stock is not publicly traded,
then the Fair Market Value Price shall be the Fair Market Value per share of
Common
Corrpro Companies Inc.
2001 Non-Employee Directors' Stock Appreciation Rights Plan
Stock as determined by the Board). Payment by the Company upon exercise of an
SAR shall be in the manner provided below.
7.4.1 Unless a Director has otherwise elected, the
Company shall pay 100% of the Spread in cash to the Director, subject to any
applicable tax withholding provisions, within twenty business days after the
exercise of the SAR.
7.4.2 A Director may elect to have the Spread paid in
cash in periodic installments, subject to any applicable tax withholding
provisions in accordance with such election form as approved by the Board.
Interest on any unpaid Spread will accrue at the prime or base rate of interest
(without incremental margins) as charged by the Company's principal lenders.
7.5 Nontransferability. SARs shall not be transferable, other
than: (a) by will or the laws of descent and distribution, and an SAR may be
exercised, during the lifetime of the Director, only by or on (or a beneficiary
designation, approved by the Board, in the event of death) behalf of the holder,
or in the event of death, the Director's Successor, or in the event of
disability, the Director's personal representative; or (b) pursuant to a
qualified domestic relation order, as defined in the Internal Revenue Code or
Employees Retirement Income Security Act or the rules thereunder; or (c) to a
Permitted Transferee after notice to the company upon terms and conditions that
may be imposed by the Board. For purposes hereof, "Permitted Transferees" means
(i) the spouse, children or grandchildren of a Director, (ii) any trustees of
any trust made by the Director primarily for the benefit of any of such persons
identified in clause (i) or for the benefit of the Director, (iii) a corporation
or other entity in which the Director owns a controlling interest, and (iv) the
beneficiaries of any trust described in clause (ii).
7.6 Termination of Service as a Director. Unless otherwise
determined by the Board, upon the death, disability, resignation, removal, or
other discontinuance of service of a Director as a director before May 17, 2006,
the Board, in its sole discretion may deem such Director's SARs to be exercised.
Upon such determination, the Spread shall be paid in a lump sum within twenty
business days of such determination to such Director.
7.7 No Rights as Stockholder or to Continue as a Director. No
Director shall have any rights as a stockholder of the Company with respect to
any shares of Common Stock underlying any SAR, and neither the Plan nor any SAR
granted under the Plan shall confer upon a Director any right to continue to
serve as a director.
8. TERM OF THE PLAN. Unless the Plan has been sooner terminated
pursuant to Section 9 hereof, the Plan shall terminate on May 17, 2006. The
provisions of the Plan, however, shall continue thereafter to govern payment of
all SARs theretofore granted.
9. AMENDMENT AND TERMINATION OF PLAN. The Board of Directors at any
time may terminate or suspend the Plan or amend it or any outstanding award
under the Plan from time to time in such respects as it deems desirable;
provided that, no termination of or amendment to the Plan shall adversely affect
the rights of any participant without the consent of such participant, as the
case may be.
