EXHIBIT 10(e)
NON-QUALIFIED (NON-ISO) STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), made this ____ day of
March, 1997, by and between SLH Corporation ("SLH") and ____________
______________________ (the "Grantee") evidences the grant, by SLH, of a Stock
Option (the "Option") to the Grantee effective on March 3, 1997, (the "Date of
Grant") and the Grantee's acceptance of the Option in accordance with the
provisions of the SLH Corporation 1997 Stock Incentive Plan (the "Plan"). SLH
and the Grantee agree as follows:
1. Shares Optioned and Option Price. The Grantee shall have an option
to purchase ________ shares of SLH common stock for $_________ per share,
subject to the terms and conditions of this Agreement and of the Plan, the
provisions of which are hereby incorporated herein by reference. The shares
subject to the Option are not, nor are they intended to be, Incentive Stock
Option (ISO) shares as described in section 422 of the Internal Revenue Code of
1986, as amended.
2. Vesting. Except as otherwise provided in section 3 below or in the
Plan, this Option shall be deemed vested with respect to the number of shares
described in section 1 as follows: (a) the right to purchase one-fourth of the
number of shares described in section 1 shall first be vested on the Date of
Grant, (b) the right to purchase one-fourth of the number of shares described in
section 1 shall first be vested on the first anniversary of the Date of Grant,
(c) the right to purchase one-half of the remaining number of unvested shares
shall first be vested on the second anniversary of the Date of Grant, and (d)
the right to purchase the balance of the unvested shares shall first be vested
on the third anniversary of the Date of Grant. Notwithstanding the foregoing
provisions of this section 2, if the Grantee's employment with SLH or a
Subsidiary (as defined in the Plan) terminates on account of death, disability
(as defined in the Plan) or retirement, the Option shall be deemed vested as to
all shares described in section 1 hereof as of the date of such termination of
employment.
3. Exercise Period. The Option may be exercised from time to time with
respect to all or any number of the then unexercised shares as to which the
Option has vested under section 2, on any regular business day of SLH at its
then executive offices, until the earliest to occur of the following dates:
(a) the tenth anniversary of the Date of Grant;
(b) the first anniversary of the date of the Grantee's
termination of employment with SLH and all Subsidiaries (as defined in
the Plan) on account of death or disability;
(c) the third anniversary of the Grantee's retirement; or
(d) the date six (6) months following the date upon which the
Grantee's employment with SLH and all Subsidiaries terminates for any
reason other than those described in subsection (b) or (c) next above.
4. Exercise.
(a) During the period that the Option is exercisable, it may
be exercised in full or in part by the Grantee or his guardian or legal
representative, and, in the event of the Grantee's death, by the person
or persons to whom the Option was transferred by will or the laws of
descent and distribution, by delivering or mailing written notice of
the exercise to the Secretary of SLH. The written notice shall be
signed by the person entitled to exercise the Option and shall specify
the address and Social Security number of such person. If any person
other than the Grantee purports to be entitled to exercise all or any
portion of the Option, the written notice shall be accompanied by
proof, satisfactory to the Secretary of SLH, of that entitlement.
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(b) Subject to the provisions of subsections (d) and (e)
hereof, the written notice shall be accompanied by full payment of the
exercise price for the shares as to which the Option is exercised
either (i) in cash or cash equivalents, (ii) in shares of SLH common
stock evidenced by certificates either endorsed or with stock powers
attached transferring ownership to SLH, with an aggregate Fair Market
Value (as defined in the Plan) equal to said exercise price on the date
the written notice is received by the Secretary, or (iii) in any
combination of cash or cash equivalents and such shares.
(c) Notwithstanding the provisions of subsection (b) next
above, shares acquired through the exercise of an Incentive Stock
Option granted the Plan may be used as payment at exercise hereunder
only if such shares have been held for at least 12 months following
such acquisition.
(d) In lieu of payment of the exercise price by way of
delivery of certificate(s) evidencing shares of SLH common stock, the
Grantee may furnish a notarized statement reciting the number of shares
being purchased under the Option and the number of SLH shares owned by
the Grantee which could be freely delivered as payment. If the Grantee
furnishes such a statement in payment of the exercise price, he will be
issued a certificate for new shares representing the number of shares
as to which the Option is exercised, less the number of shares
described in the notarized statement as constituting payment under the
Option.
(e) In lieu of payment of the exercise price in cash, shares
of SLH common stock, or by delivery of a statement of ownership
pursuant to subsection (d) next above, a Grantee may pay the exercise
price for shares as to which the Option is exercised by surrendering
his right to exercise a portion of the Option equal in value to said
exercise price. The Grantee would then receive a certificate for the
number of shares issuable pursuant to the Grantee's exercise of the
Option, reduced by a number of shares with an aggregate Fair Market
Value equal to the exercise price, which latter number of shares would
be deemed purchased pursuant to the exercise of the Option and thus no
longer available under the Plan.
(f) In the event the Grantee pays the Option exercise price by
delivery of a notarized statement of ownership or by surrendering his
right to exercise a portion of the Option, as described in subsections
(d) and (e) next above, the number of shares remaining subject to the
Option shall be reduced not only by the number of new shares issued
upon exercise of the Option but also by the number of previously owned
shares listed on the notarized statement of ownership and deemed to be
surrendered as payment of the exercise price or, as applicable, by the
number of shares in connection with which the Grantee has surrendered
his right to exercise the Option.
(g) The written notice of exercise will be effective and the
Option shall be deemed exercised to the extent specified in the notice
on the date that the written notice (together with required
accompaniments respecting payment of the exercise price) is received by
the Secretary of SLH at its then executive offices during regular
business hours.
5. Transfer of Shares; Tax Withholding. As soon as practicable after
receipt of an effective written notice of exercise and full payment of the
exercise price as provided in section 4 above, the Secretary of SLH shall cause
ownership of the appropriate number of shares of SLH common stock to be
transferred to the person or persons exercising the Option by having a
certificate or certificates for such number of shares registered in the name of
such person or persons and shall have each certificate delivered to the
appropriate person. Each such certificate shall bear a legend describing the
restrictions imposed by securities laws, as described in section 8 below, to the
extent applicable. Notwithstanding the foregoing, if SLH or a Subsidiary
requires reimbursement of any tax required by law to be withheld with respect to
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shares of SLH common stock, the Secretary shall not transfer ownership of shares
until the required payment is made; provided that in lieu of payment in cash of
the taxes required by law to be withheld, the Grantee may pay such taxes by
surrendering his right to exercise a portion of the Option equal in value to the
amount of said taxes; the Grantee would then received a certificate for the
number of shares otherwise issuable pursuant to the Grantee's exercise of the
Option, reduced by a number of shares with an aggregate Fair Market Value equal
to the amount of said taxes, which latter number of shares would be deemed
purchased pursuant to the exercise of the Option and, thus, no longer available
under the Plan.
6. Binding Effect. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors, and assigns of the Grantee.
7. Authorized Leave. Authorized leaves of absence from SLH or a
Subsidiary shall not constitute a termination of employment for purposes of this
Agreement. For purposes of this Agreement, an authorized leave of absence shall
be an absence while the Grantee is on military leave, sick leave, or other bona
fide leave of absence so long as the Grantee's right to employment with SLH or a
Subsidiary is guaranteed by statute, contract, or company policy.
8. Requirements of Law. This Option may not be exercised if the
issuance of shares of SLH common stock upon such exercise would constitute a
violation of any applicable federal or state securities or other law or valid
regulation. The Grantee, as a condition to his exercise of this Option, shall
represent to SLH that the shares of SLH common stock to be acquired by exercise
of this Option are being acquired for investment and not with a present view to
distribution or resale, unless counsel for SLH is then of the opinion that such
a representation is not required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.
IN WITNESS WHEREOF, SLH, by its duly authorized officer, and the
Grantee have signed this Agreement as of the date first above written.
SLH CORPORATION
By:_________________________________
Xxx X. Xxxxxxx, Chairman of the
Nominating and Compensation Committee
of the Board of Directors
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Grantee
The Grantee acknowledges receipt of copies of the Plan and the
Prospectus, dated ________________________, respecting the Plan. The Grantee
represents that (s)he is familiar with the terms and provisions of the Plan and
such Prospectus. The Grantee hereby accepts this Option subject to all the terms
and provisions of the Plan, including but not limited to Section 17
("Adjustments for Corporate Changes") thereof. The Grantee hereby agrees to
accept as binding, conclusive, and final all decisions and interpretations of
the Board of Directors and, where applicable, the Committee (as defined in the
Plan), respecting any questions arising under the Plan.
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Grantee
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