Exhibit 10.5
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1992 XXXXXXXX CORPORATION
STOCK INCENTIVE PLAN AGREEMENT
NONQUALIFIED
STOCK OPTION AWARD
You have been selected to be a Participant in the 1992 Xxxxxxxx
Corporation Stock Incentive Plan (the "Plan"), as specified below:
OPTIONEE: Xxxxxx X. Xxxxx
DATE OF GRANT: August 14, 1996
DATE OF EXPIRATION: August 13, 2006
NUMBER OF SHARES COVERED BY THIS AWARD: 50,000
OPTION PRICE: $40.625
THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS AGREEMENT, effective as of the Date of Grant set forth above, is
between Xxxxxxxx Corporation, an Iowa corporation (the "Company") and the
Optionee named above pursuant to the provisions of the Plan. The parties
hereto agree as follows:
1. Grant of Stock Option. The Company hereby grants to Optionee the
Option to purchase the number of shares of Common Stock of the Company, $1.00
par value ("Common Stock") set forth above at the stated Option Price, which
is 100% of the Fair Market Value on the Date of Grant, subject to the terms
and conditions of the Plan and this Agreement.
2. Exercise of Stock Option. As long as the vesting requirements
provided herein are met and the Option has not otherwise terminated or
expired, the Optionee may exercise in whole or in part this Option at any time
six months after the Date of Grant. All Options shall be vested and
exercisable on or after August 14, 2001.
3. Procedure for Exercise of Options. This Option may be exercised by
giving written notice to the Company at its executive offices, addressed to
the attention of its Secretary. Such notice (a) shall be signed by the
Optionee, his legal representative or a permitted transferee under this
Agreement; (b) shall specify the number of full shares then elected to be
purchased with respect to the Option; (c) unless a Registration Statement
under the Securities Act of 1933 is in effect with respect to the shares to be
purchased, shall contain a representation of Optionee that the shares of
Common Stock are being acquired by him or her for investment and with no
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present intention of selling or transferring them, and that he or she will not
sell or otherwise transfer the shares except in compliance with all applicable
securities laws and requirements of any stock exchange upon which the shares
of Common Stock may then be listed; (d) shall be accompanied by payment in
full of the Option Price of the shares to be purchased; and (e) Optionee's
copy of this Agreement.
The Option Price upon exercise of this Option shall be payable to the
Company in full either (a) in cash or its equivalent (acceptable cash
equivalents shall be determined at the sole discretion of the Committee); (b)
by tendering previously acquired Shares having an aggregate Fair Market Value
at the time of exercise equal to the total price of the shares for which the
Option is being exercised; (c) by a combination of (a) and (b); (d) by
delivery of a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
proceeds from the option shares or loan proceeds to pay the exercise price and
withholding taxes due to Company; or (e) such other methods of payment as the
Committee at its discretion deems appropriate.
As promptly as practicable after receipt of such notice and payment, the
Company shall cause to be issued and delivered to the Optionee, his or her
legal representative or permitted transferee under this Agreement, as the case
may be, certificates for the shares so purchased, which may, if appropriate,
be endorsed with appropriate restrictive legends as determined by the
Committee. The Company shall maintain a record of all information pertaining
to Optionee's rights under this Agreement, including the number of shares for
which this Option is exercisable. If the Option shall have been exercised in
full, this Agreement shall be returned to the Company and canceled.
4. Termination of Employment by Death. If, without having fully
exercised this Option, Optionee's employment with the Company is terminated by
reason of death, any outstanding Options granted to Participant that are not
exercisable at the date of termination shall become fully exercisable, except
for Options granted within six (6) months prior to the date of death, which
Options shall not become fully exercisable until the next business day after
the sixth month anniversary of the Date of Grant. Optionee's beneficiary (or
such persons that have acquired Optionee's rights under the Option by will or
by the laws of descent and distribution) shall have the same right to exercise
this Option as Optionee had during his or her lifetime, for a period ending on
the Date of Expiration set forth above.
5. Termination of Employment by Disability. If, without having fully
exercised this Option, Optionee's employment with the Company is terminated by
reason of Disability (as defined in the Plan), any outstanding Options granted
to Participant that are not exercisable at the date of termination shall
become fully exercisable, except for Options granted within six (6) months
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prior to the date of termination, which Options shall not become fully
exercisable until the next business day after the sixth month anniversary of
the Date of Grant. Optionee shall have the same right to exercise this Option
as Optionee had during his or her employment for a period ending on the Date
of Expiration set forth above.
6.Termination of Employment by Retirement. If Optionee's employment with
the Company is terminated by reason of Retirement (as defined under the then
established rules of the Company's tax-qualified retirement plans), any
outstanding options granted to Participant that are not exercisable at the
date of termination shall be forfeited by Optionee and canceled by the
Company. If Optionee's employment is terminated by reason of Retirement,
Optionee shall have the same right to exercise options that are exercisable on
the date of the termination of employment as Optionee had during his or her
employment for a period ending on the Date of Expiration set forth above.
7. Termination of Employment for Other Reasons. If, without having
fully exercised this Option, Optionee's employment with the Company is
terminated for reasons other than his or her death, Disability or Retirement
then Optionee's rights under this Option shall terminate. However, the
Committee, in its sole discretion, shall have the right to allow for an
exercise period of up to 30 days after the date of such termination, provided
that, in no event shall this extension period continue beyond the expiration
of the term of this Option. In addition, any such extension shall be
applicable only to the extent that this Option is exercisable at the date of
termination of employment.
8. Restrictions on Transfer. This Option may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution. Notwithstanding the foregoing,
Optionee may transfer this Option, in whole or in part, to members of
Optionee's immediate family or trusts or family partnerships for the benefit
of such persons, provided, that Optionee receive the advance written
permission of the Company to make such a transfer and to further notify the
Company upon the completion of the transfer. Further, this Option shall be
exercisable during Optionee's lifetime only by Optionee, Optionee's legal
representative or permitted transferee, as provided above.
9. Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation,
stock dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made
in the number and class of Shares which may be delivered under the Plan, and
in the number and class of and/or price of Shares subject to outstanding
Options, granted under the Plan, as may be determined to be appropriate and
equitable by the Committee in its sole discretion, to prevent dilution or
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enlargement of rights; and provided that the number of Shares subject to any
Award shall always be rounded to the nearest whole number. Any adjustment of
an ISO under this paragraph shall be made in such a manner so as not to
constitute a "modification" within the meaning of Section 425(h)(3) of the
Code.
10. Rights as a Stockholder. Optionee shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock subject
to this Agreement until such time as the purchase price has been paid and the
shares have been issued and delivered to him or her.
11. Continuation of Employment. This Agreement shall not confer upon
Optionee any right to continuation of employment by the Company, nor shall
this Agreement interfere in any way with the Company's right to terminate his
or her employment at any time.
12. Miscellaneous.
(a) This Agreement and the rights of Optionee hereunder are subject
to all the terms and conditions (including Shareholder approval) of the
Plan, as the same may be amended from time to time, as well as to such
rules and regulations as the Committee may adopt for administration of
the Plan. The Committee shall have the right to impose such restrictions
on any shares acquired pursuant to the exercise of this Option, as it may
deem advisable, including, without limitation, restrictions under
applicable Federal securities laws, under the requirements of any stock
exchange or market upon which such shares are then listed and/or traded,
and under any blue sky or state securities laws applicable to such
shares.
It is expressly understood that the Committee is authorized to
administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of
which shall be binding upon Optionee. Any inconsistency between this
Agreement and the Plan shall be resolved in favor of the Plan. All terms
used herein shall have the same meaning as in the Plan document.
(b) With the approval of the Board, the Committee may terminate,
amend, or modify the Plan; provided, however, that no such termination,
amendment, or modification of the Plan may in any way adversely affect
Optionee's rights under this Agreement.
(c) The Company shall have the authority to deduct or withhold, or
require Optionee to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes (including Optionee's FICA obligation)
required by law to be withheld with respect to any exercise of Optionee's
rights under this Agreement without Optionee's written consent.
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Optionee may elect, subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, with respect to
a Nonqualified Stock Option, by having the Company withhold shares of
Common Stock having an aggregate Fair Market Value, on the date the tax
is to be determined, equal to the amount required to be withheld. All
elections shall be irrevocable and in writing, and shall be signed by
Optionee in advance of the day that the transaction becomes taxable.
(d) Optionee agrees to take all steps necessary to comply with all
applicable provisions of Federal and state securities law in exercising
Optionee's rights under this Agreement.
(e) The Plan and this Agreement are not intended
to qualify for treatment under the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
(f) This Agreement shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
(g) To the extent not preempted by Federal law, this Agreement
shall be governed by, and construed in accordance with the laws of the
State of Iowa.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the Date of Grant.
XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Its: Vice President-General
Counsel and Secretary
/s/ Xxxxxx X. Xxxxx
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Optionee, Xxxxxx X. Xxxxx
300 Walnut, Unit 2105
XX Xxx 000
Xxx Xxxxxx, XX 00000
Social Security number: ###-##-####
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