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EXHIBIT 4.6
STOCK OPTION AGREEMENT
Agreement made this ____________ day of ________________________,
19_______, between Kaneb Services, Inc. (the "Company"), and
___________________________________________ ("Optionee").
Optionee has been elected and is presently serving as a director of
the Company. In order to afford Optionee the opportunity to purchase shares of
the Common Stock of the Company, without par value (the "Stock"), the Company
and Optionee hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to
Optionee the right and option ("Option") to purchase all or any part of an
aggregate of ____________ shares of Stock, on the terms and conditions set
forth herein.
2. Purchase Price. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be $____________ per share.
3. Exercise of Option. Subject to the earlier expiration of this
Option as herein provided, this Option may be exercised, by written notice to
the Company, at any time and from time to time prior to the expiration of ten
(10) years from the date of grant hereof. This Option is not transferable by
Optionee otherwise than by will or the laws of descent and distribution and may
be exercised only by Optionee during his lifetime and while he remains a
director of the Company, except that:
(a) if Optionee ceases to be a director of the Company other than
by reason of death, this Option may be exercised by Optionee at any time during
the period of three (3) months following such cessation; or
(b) if Optionee dies while serving as a director of the Company,
his estate or the person who acquires this Option by bequest or inheritance or
by reason of the death of Optionee may exercise this Option at any time during
the period of one (1) year following the date of Optionee's death.
This Option shall not be exercisable in any event after the expiration
of ten (10) years from the date of grant hereof. The purchase price of shares
as to which this Option is exercised shall be paid in full in cash at the time
of such exercise. Unless and until a certificate or certificates representing
such shares shall have been issued by the Company to him, Optionee (or the
person permitted to exercise this Option in the event of
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Optionee's death) shall not be or have any of the rights or privileges of
stockholder of the Company with respect to shares purchasable upon the exercise
of this Option.
4. Restricted Shares. Upon an exercise of this Option, Optionee
(or the person permitted to exercise this Option in the event of Optionee's
death), if requested by the Company to do so, will execute and deliver to the
Company in writing a letter containing such provisions as the Company may
require to assure compliance with applicable federal and state securities laws.
No sale or disposition of Stock purchased hereunder shall be made in the
absence of a registration statement being on file with respect to such Stock
under the Securities Act of 1933 unless an option of counsel satisfactory to
the Company that such sale or disposition will not constitute a violation of
the Securities Act of 1933 or any applicable state securities laws is first
obtained. The certificates representing shares of Stock purchased under this
Option may bear such legend as the Board of Directors of the Company deems
appropriate, referring to the provisions of this Paragraph 4.
5. Recapitalization or Reorganization.
(a) The existence of this Option shall not affect in any way the
right or power of the Board of Directors or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding.
(b) The shares with respect to which this Option is exercisable
are shares of Stock as presently constituted, but if, and whenever, prior to
the expiration of this Option, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares, shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company merges or consolidates with one or more
corporations and the Company shall be the surviving corporation, thereafter
upon any exercise of this Option the Optionee shall be entitled to
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purchase, in lieu of the number of shares of Stock as to which this Option
shall then be exercisable, the number and class of shares of stock and
securities to which the Optionee would have been entitled pursuant to the terms
of the agreement of merger or consolidation if, immediately prior to such
merger or consolidation, the Optionee had been the holder of record of the
number of shares of Stock as to which this Option is then exercisable. If the
Company shall not be the surviving corporation in any merger or consolidation,
or if the Company is to be dissolved or liquidated, then unless a surviving
corporation assumes or substitutes a new Option for this Option, this Option
shall expire upon the effective date of such merger or consolidation or such
dissolution or liquidation.
(d) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefore, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to this Option or the purchase price per
share.
6. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of any successors of the Company and all persons lawfully
claiming under Optionee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and Optionee has executed
this Agreement, all on the day and year first above written.
ATTEST: KANEB SERVICES, INC. "Company"
By:
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Name
Title
-----------------------------------
Name
"Optionee"
