[FORM OF] Exhibit 4.4
THE XXXXXXX-XXXXXXXXXX CORPORATION
1991 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR PROGRAM
AWARD AGREEMENT
THIS AGREEMENT dated as of the ____ day of __________, ____,
between The XxxXxxx-Xxxxxxxxxx Corporation, a Delaware corporation (the
"Corporation"), and _______________, (the "Non-Employee Director").
WITNESSETH
WHEREAS, the Corporation has adopted and the shareholders of
the Corporation have approved The XxxXxxx-Xxxxxxxxxx Corporation 1991
Stock Option Plan, as amended (the "Plan").
WHEREAS, pursuant to Article III of the Plan, the Corporation
has granted an option (the "Option") to the Non-Employee Director upon
the terms and conditions evidenced hereby, as required by the Plan,
which Option is not intended as and shall not be deemed to be an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code.
NOW, THEREFORE, in consideration of services rendered and to
be rendered by the Non-Employee Director, the Corporation and Non-
Employee Director agree to the terms and conditions set forth herein as
required by the terms of the Plan.
1. Option Grant. This Agreement evidences the grant to the
Non-Employee Director, as of the date first above written (the "Award
Date"), which approval was obtained on June 14, 1995, of an Option to
purchase an aggregate of [3,000 / 10,000] shares of Common Stock, par
value $.01 per share, under Article III of the Plan subject to
adjustment as provided in or pursuant to the Plan.
2. Exercise Price. The Option entitles the Non-Employee
Director to purchase all or any part of the Option shares at a price
per share of $_____, which represents the Fair Market Value of the
shares on the Award Date.
3. General Terms. The Option and this Agreement are
subject to, and the Corporation and the Non-Employee Director agree to
be bound by, the terms and conditions of the Plan that apply to the
Option, including but not limited to those included in Articles I, III,
IV, and V. Such provisions are incorporated herein by this reference.
The Non-Employee Director acknowledges receiving a copy of the Plan and
reading its applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in the
Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
THE XXXXXXX-XXXXXXXXXX CORPORATION
(a Delaware corporation)
By: ______________________________
Chairman
EMPLOYEE:
By: ______________________________
ATTEST:
By: ______________________________
