1
Exhibit 10.2
HMI INDUSTRIES INC.
EXHIBIT 10
MATERIAL CONTRACTS - NON-STATUTORY STOCK OPTION AGREEMENT
AGREEMENT
PARTICIPANT DATE SHARES EFFECTIVE DATE/SHARES EXERCISABLE
Xxxxx X. Xxxxxx 7/2/97 39,790 immediate/100%
Xxxx X. Xxxxx III 7/2/97 39,790 immediate/100%
Xxxx X. Xxxx 7/2/97 39,790 immediate/100%
see filed exhibit for Xxxx X. Xxxx
1
2
NON-STATUTORY STOCK OPTION AGREEMENT
THIS NON-STATUTORY STOCK OPTION AGREEMENT is entered into as of July 2,
1997 by and between HMI Industries Inc., a Delaware corporation, with its
principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx (the
"Company") and XXXX X. XXXX (the "Participant").
WHEREAS, the Company has adopted the 1992 Omnibus Long-Term
Compensation Plan (the "Plan"); and,
WHEREAS, Participant is a Key Employee of the Company as defined in the
Plan; and,
WHEREAS, pursuant to section 8 of the Plan the Participant may be
granted an option to purchase shares of Common Stock of the Company.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Participant hereby agree as follows:
1. GRANT OF OPTION. There is hereby granted to Participant an option to
purchase 39,790 shares of Common Stock of the Company at a price of $5.68 per
share. The number of shares which may be purchased and the exercise price per
share are subject to adjustment as provided in the Plan.
2. EXERCISE OF OPTION. The option granted to Participant herein may be
exercised in whole or in part at any time after the date of this Agreement but
prior to the expiration date specified in section 3.
3. EXPIRATION. To the extent not exercised, the option expires on July
2, 2002, unless expiring sooner pursuant to the terms of the Plan, applicable
provisions of the Internal Revenue Code or other provisions of this Agreement.
4. RETIREMENT. If the Participant ceases to be an employee of the
Company by reason of retirement in accordance with any retirement plan or policy
of the Company then in effect, the Participant, at any time within the six month
period following such retirement (but prior to the expiration date of the option
as specified in section 3) may exercise the option.
5. DEATH OF PARTICIPANT. If the Participant shall die while in the
employ of the Company, then within the one year period following his death (but
prior to the expiration date of the option as specified in section 3) the person
entitled by will or the applicable laws of descent and distribution may exercise
the option.
6. TERMINATION OF EMPLOYMENT. If the Participant ceases to be employed
by the Company for any reason other than retirement or death, this option shall
not be exercisable after the
1
3
expiration of three months from the date employment terminates. The option must
be exercised in any event prior to the expiration date of the option specified
in section 3.
7. REGISTRATION. Participant represents and warrants that any shares
purchased by him upon the exercise of an option will be acquired for investment
only and not with a view to resale or distribution. Provided, however, that this
representation and warranty shall not be applicable to an offer for the sale or
the sale of any such shares which, at the time of such offer or sale, are
registered under the Securities Act of 1933, as amended (the "Act"), and any
applicable state securities law, or which without such registration and apart
from the provisions of this section could be offered for sale or sold without
violation of such Act or law. Nothing herein shall require the Company to file a
registration statement or to keep such registration statement current for any
shares purchased pursuant to the exercise of options granted hereunder. If
requested by the Company, Participant agrees to sign a letter addressed to the
Company certifying investment intent. Participant acknowledges that any shares
issued without registration will be "restricted securities" as that term is
defined in Rule 144 of the Act, and that any transfer or disposition of such
shares can be accomplished only in compliance with Rule 144, the Act or other
applicable rules under the Act.
8. LEGEND ON CERTIFICATES. Each certificate for shares of Common Stock
of the Company issued to Participant upon exercise of an option shall, in the
sole discretion of the Company, bear a legend substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may not be
sold or transferred in the absence of such registration or an opinion of counsel
that registration is not required due to an exemption from registration under
that Act."
9. EMPLOYMENT RIGHT. This Agreement shall not be construed as requiring
the Company to retain Participant as an employee or affect or limit the right of
the Company to terminate the employment of Participant at any time for any
reason or to give Participant any additional rights as an employee beyond those
rights granted by law or by contract. As consideration for receiving the option,
Participant agrees that he will remain in the employ of the Company for at least
one year from the date of the grant of the option, unless his employment is
terminated because of disability or with the consent of the Company.
10. COMPLIANCE WITH PLAN. Participant agrees to comply with all
applicable provisions of the Plan, a copy of which has been delivered to
Participant and receipt of which is hereby acknowledged.
11. CONFLICT WITH PLAN. In the event of any conflict between any term
of this Agreement and the Plan, the terms of the Plan shall prevail. Except for
terms defined in this Agreement, the definitions contained in the Plan will
apply to this Agreement.
12. ASSIGNMENT AND DISPOSITION. Participant shall not transfer or
assign or in any way dispose of any option granted herein except in accordance
with the Plan and applicable law.
2
4
13. NOTICE OF EXERCISE. This option may be exercised by delivering to
the Company at the office of its Treasurer a written notice, signed by the
person entitled to exercise the option and stating the number of shares to be
purchased. Such notice shall, as an essential part thereof be accompanied by
payment of the full purchase price of the shares to be purchased. Upon payment
within the time period specified by the Company of the amount, if any, required
to be withheld for Federal, state and local tax purposes as a result of the
exercise of the option, the option shall be deemed exercised as of the date the
Company received the written notice of exercise. The Participant may satisfy any
withholding requirement by authorizing the Company at the time of exercise to
withhold from his next salary payment all or part of the amount required to be
withheld by the Company as a result of such exercise. Participant may satisfy
the withholding obligation by authorizing the Company to withhold shares from
the shares acquired hereunder equal in value to the amount required to satisfy
such withholding. Payment of the purchase price may be made in cash or in shares
equal in value to the exercise price, or partly in cash and partly in shares.
The option shall not be exercisable if the exercise would violate any applicable
state securities law, any registration or other requirements under the Act, any
requirements of NASDAQ or any other national securities exchange on which the
shares are listed at the time of exercise of the option or any applicable legal
requirement of any other governmental authority.
IN WITNESS WHEREOF, the Company and Participant have executed this
Non-Statutory Stock Option Agreement as of the date indicated above.
HMI INDUSTRIES INC.
By /s/ Xxxx X. Xxxxx III
-----------------------------
Executive Vice President
ATTEST:
/s/ Xxxx X. Xxxxx Xx.
---------------------
Secretary
/s/ Xxxx X. Xxxx
---------------------------------
Participant
3
