Exhibit 4.2
TROPICAL SPORTSWEAR INT'L CORPORATION
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
This Stock Option Agreement ("Option Agreement") is entered into as of
the _____ day of ___________, 19____ by and between Tropical Sportswear Int'l
Corporation, a Florida corporation (the "Corporation"), ________________, a
non-employee director of the Corporation (the "Optionee").
WHEREAS, the board of directors of the Corporation (the "Board") has
duly adopted that certain Non-Employee Director Stock Option Plan (the "Plan"),
which authorizes the Corporation to grant to eligible individuals options for
the purchase of shares of common stock, par value $.01 per share, of the
Corporation (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and in its
best interests to grant to the Optionee, pursuant to the Plan, an option to
purchase a certain number of shares of Stock in order to provide the Optionee
with an incentive to advance the interests of the Corporation and its
subsidiaries, all according to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option. Subject to the terms of the Plan (attached hereto
as Exhibit A, the terms of which are incorporated herein by this reference), the
Corporation hereby grants to the Optionee the right and option (the "Option") to
purchase from the Corporation, on the terms and subject to the conditions set
forth herein and in the Plan, _________ shares of Stock. The Option shall
constitute a nonqualified stock option. The date of grant of the Option is
__________ (the "Grant Date"), the date on which the grant of the Option was
approved in accordance with the terms and conditions of the Plan.
2. Price. The purchase price (the "Option Price") for the shares of
Stock subject to the Option granted by this Option Agreement is $_________ per
share.
3. Exercise of Option. Except as otherwise provided herein and in the
Plan, the Option granted pursuant to this Option Agreement shall be subject to
exercise as follows:
a. Time of Exercise of Option. The Optionee may exercise the
Option (subject to the limitations on exercise set forth in Section 3(c)
hereof), in whole or in part, as follows: (i) the Option may not be exercised to
any extent prior to one (1) year following date of grant; and (ii) the Option
may be exercised to the extent of 33-1/3% of the Shares subject to such Option
after one year following the Grant Date and may be exercised to the extent of an
additional 33-1/3% of the Shares subject to such Option after each of the second
and third years following the Grant Date.
b. Death, Resignation or Removal from the Board. In the event
the Optionee ceases to serve on the Board, whether by death, disability,
resignation with or without the consent of the Corporation, or removal other
than for cause, the Option shall be exercisable to the extent provided in
Section 4 of the Plan.
c. Limitations on Exercise of Option. In no event may the
Option be exercised, in whole or in part, after ten (10) years following the
Grant Date. In no event may the Option be exercised for a fractional share.
4. Method of Exercise of Option. The method of exercise of the
Option is set forth in Section 7 of the Plan.
5. Effect of Changes in Capitalization. Section 5 of the Plan shall
apply to the Option.
6. Withholding of Taxes. The parties hereto recognize that the
Corporation or any subsidiary thereof may be obligated to withhold federal and
local income taxes and Social Security taxes to the extent that the Optionee
realizes ordinary income in connection with the exercise of the Option or in
connection with certain dispositions of any shares of Stock acquired by exercise
of the Option. The Optionee agrees that the Corporation or any subsidiary
thereof may withhold amounts needed to cover such taxes from payments otherwise
due and owing to the Optionee, and also agrees that upon demand the Optionee
will promptly pay to the Corporation or any subsidiary thereof having such
obligation any additional amounts as may be necessary to satisfy such
withholding tax obligation. Such payment shall be made, in cash or by certified
check payable to the order of the Corporation or a subsidiary thereof. With the
prior approval of the Corporation, however, which may be withheld by the
Corporation in its sole discretion, the Optionee may elect to satisfy such
obligations, in whole or in part, (a) by causing the Corporation to withhold
shares of Stock otherwise issuable pursuant to the exercise of the Option or (b)
by delivering to the Corporation shares of Stock already owned by the Optionee.
The shares so delivered or withheld shall have a fair market value equal to such
withholding obligations. The fair market value of the shares used to satisfy
such withholding obligation shall be determined by the Corporation in accordance
with the Plan as of the date that the amount of tax to be withheld is to be
determined.
7. Delivery of Shares. Shares of Stock purchased by the Optionee upon
the partial or complete exercise of the Option shall be delivered to the
Optionee upon notice of issuance given by the Corporation to its transfer agent.
8. Interpretation of this Option Agreement. In the event that there is
any inconsistency between the provisions of this Option Agreement and of the
Plan, the provisions of the Plan shall govern.
9. Governing Law. This Option Agreement is executed pursuant to and
shall be governed by the internal laws of the State of Florida without reference
to the conflict of law principles thereof.
10. Notice. Any notice hereunder by the Optionee to the Corporation
shall be in writing and shall be deemed duly given: (i) when mailed or delivered
to the Corporation at its principal office, addressed to the attention of the
Board, or if so mailed or delivered to such other address as the Corporation may
hereafter designate by notice to the Optionee; or (ii) when sent by facsimile,
telecopy, telex or other form of written electronic transmission, upon
confirmation of receipt thereof by the Corporation. Any notice or delivery
hereunder by the Corporation or its transfer agent to the Optionee shall be in
writing and shall be deemed duly given: (i) when mailed or delivered to the
Optionee at the address specified below by the Optionee for such purpose, or if
so mailed or delivered to such other address as the Optionee may hereafter
designate by written notice given to the Corporation; or (ii) when sent by
facsimile, telecopy, telex or other form of written electronic transmission,
upon confirmation of receipt thereof by the Optionee.
11. Entire Agreement. This Option Agreement (including Exhibit A
hereto) constitutes the entire agreement and supersedes all prior understandings
and agreements, written or oral, of the parties hereto with respect to the
subject matter hereof. Neither this Option Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Corporation and the Optionee provided, however, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.
12. Successors and Assigns. This Option Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the respective successors,
personal representatives and permitted assigns of the parties hereto.
13. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
together shall be one and the same instrument.
14. Facsimile Signature. This Option Agreement may be executed by
either of the parties (the "Originating Party") and transmitted to the other
party (the "Receiving Party") by facsimile, telecopy, telex or other form of
written electronic transmission, and, upon confirmation of receipt thereof by
the Receiving Party, this Option Agreement shall be deemed to have been duly
executed by the Originating Party. Upon the request of the Receiving Party, the
Originating Party shall provide the Receiving Party with an executed duplicate
original of this Option Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Option Agreement, or caused this Stock Option Agreement to be duly executed on
their behalf, as of the day and year first above written.
TROPICAL SPORTSWEAR
INT'L CORPORATION
By:
Name: N. Xxxxx XxXxxxxxx
Title: Executive Vice President of
Finance and Operations
OPTIONEE:
(Signature)
ADDRESS FOR NOTICE
TO OPTIONEE:
Name
Street
City State Zip Code
