NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers and Employees)
Exhibit
10al-1
XXXXXX
CORPORATION
2005
EQUITY COMPENSATION PLAN
(For
Officers and Employees)
Pursuant
to the Xxxxxx Corporation 2005 Equity Compensation Plan (the "Plan"), Xxxxxx
Corporation (the "Company") hereby grants to (the "Optionee"), a
non-qualified stock option (the "Stock Option") to purchase a maximum of shares
of capital stock of the Company (the "Capital Stock") at the price of $ per
share, subject to the terms of this Agreement. The Stock Option is granted
as of (the "Grant Date").
1.
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Timing
of Exercise.
This Stock Option shall be immediately exercisable in full as of
the Grant
Date. This Stock Option shall remain exercisable until it expires on
the tenth anniversary of the Grant Date, unless the Stock Option
is sooner
terminated as provided herein.
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2.
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Sale
of Issued Shares.
In the event the Optionee exercises the Stock Option prior to the
fourth
anniversary of the Grant Date, except as provided in Section 5 below,
the
shares of Capital Stock acquired upon such exercise (the “Issued Shares”)
may not be sold, assigned, transferred (including any transfer to
the
Company in payment of the option price or withholding taxes of any
stock
option), pledged, given away or in any other manner disposed of or
encumbered, by the Optionee until the earliest to occur of: (a) the
termination of the Optionee’s employment with the Company and its
Subsidiaries by reason of Retirement (as defined in the Plan); (b)
the
termination of the Optionee’s employment with the Company and its
Subsidiaries by reason of death; (c) the termination of the Optionee’s
employment with the Company and its Subsidiaries by reason of Disability
(as defined in the Plan); (d) the involuntary termination of the
Optionee’s employment with the Company and its Subsidiaries by the Company
and/or its Subsidiaries for any reason; (e) a Sale Event Determination
Date (as defined in Section 7 below); and (f) the fourth anniversary
of
the Grant Date (the earliest of such dates or events, the “Restriction
Termination Date”). In order to effectuate the foregoing, upon the
exercise of the Stock Option prior to the Restriction Termination
Date and
until the Restriction Termination Date, the Issued Shares shall,
at the
discretion of the Company, either be retained by the Company and/or
shall
bear a legend describing the restrictions on the sale of the Issued
Shares
as described xxxxx.
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3.
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Termination
of Stock Option.
If the Optionee’s employment by the Company and its Subsidiaries
terminates for any reason, other than death, Disability, or Retirement
(as
defined in the Plan and described below), the Stock Option may thereafter
be exercised for a period of three months from the date of termination
of
employment or the tenth anniversary of the Grant Date, if
earlier.
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a.
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Termination
by Reason of Death.
If
the Optionee’s employment by the Company and its Subsidiaries terminates
by reason of death, the Stock Option may
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thereafter be exercised by the Optionee’s beneficiary for a period of five years from the date of death or until the tenth anniversary of the Grant Date, if earlier. |
b.
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Termination
by Reason of Disability or Retirement. If
the Optionee’s employment by the Company and its Subsidiaries terminates
by reason of Disability (as defined in the Plan), the Stock Option
may
thereafter be exercised for a period of five years from the date
of such
termination of employment or until the tenth anniversary of the Grant
Date, if earlier. If the Optionee’s employment by the Company and its
Subsidiaries terminates by reason of Retirement (as defined in the
Plan),
the Stock Option may thereafter be exercised for a period of five
years
from the date of such termination of employment or until the tenth
anniversary of the Grant Date, if
earlier.
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4.
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Manner
of Exercise.
This Stock Option may be exercised in whole or in part by giving
written
or electronic notice of exercise to the Company or the Company’s designee
designated to accept such notices specifying the number of shares
to be
purchased. Payment of the purchase price may be made by one or more
of the
following methods:
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a.
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In
cash, by check, or by other instrument acceptable to the
Company;
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b.
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In
Capital Stock (either actually or by attestation) valued at its
Fair
Market Value (as defined in the Plan) as of the date of exercise;
or
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c. | By a combination of (a) and (b) |
The
Optionee may also deliver to the Company or the Company’s designee a properly
executed exercise notice together with irrevocable instructions to a broker
to
promptly deliver to the Company cash, a check or other instrument acceptable
to
the Company to pay the purchase price; provided that the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Company shall prescribe as a condition of such
payment. Payment instructions will be received subject to
collection.
Ownership
of shares of Capital Stock to be purchased pursuant to the exercise of the
Stock
Option will be contingent upon receipt by the Company of the full purchase
price
for such shares and the fulfillment of any other requirements contained in
the
Plan, this Agreement and applicable provisions of law. In the event the Optionee
chooses to pay the purchase price by previously owned shares of Capital Stock
through the attestation method, only the net amount of shares shall be
issue.
5.
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Stock
Option Transferable in Limited Circumstances.
This Stock Option, and, prior to the Restriction Termination Date,
the
Issued Shares, may be transferred to a family member, trust or charitable
organization to the extent permitted by applicable law; provided
that the
transferee agrees in writing with the Company to be bound by the
terms of
this Agreement and the Plan. Except as permitted in the preceding
sentence, the Stock Option, and, prior to the Restriction Termination
Date, the Issued Shares, are not transferable otherwise than by will
or by
the laws of descent and distribution, and this Stock Option shall
be
exercisable during the Optionee’s lifetime only by the
Optionee.
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6.
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Stock
Option Shares.
The shares to be issued under the Plan are shares of the Capital
Stock of
the Company as constituted as of the date of this Agreement, subject
to
adjustment as provided in Section 3(b) of the
Plan.
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7.
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Sale
Event.
Upon a determination by the Company that an event has occurred that
will
or is likely to result in a Sale Event (as defined in the Plan),
the
restrictions on the sale of the Issued Shares described in Section
2 above
shall cease immediately (or as of the date which is 180 days preceding
such Sale Event, if later than such determination) (such date, the
“Sale
Event Determination Date”). The occurrence of a Sale Event shall cause
this Stock Option to terminate, to the extent not then exercised,
unless
any surviving entity agrees to assume this Stock
Option.
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8.
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Rights
as a Shareholder.
The Optionee shall have the rights of a shareholder only as to shares
of
Capital Stock acquired upon exercise of the Stock Option and not
as to any
shares of Capital Stock covered by unexercised Stock Options. Except
as
otherwise expressly provided in the Plan, no adjustment shall be
made for
dividends or other rights for which the record date is prior to the
date
such shares are acquired.
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9.
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Tax
Withholding. The
Optionee hereby agrees that the exercise of this Stock Option or
any
installment thereof will not be effective, and no shares will become
transferable to the Optionee makes appropriate arrangements with
the
Company for such income and employment tax withholding as may be
required
of the Company under applicable United States federal, state or local
law
on account of such exercise. The Optionee may satisfy the obligations(s),
in whole or in part, by electing (i) to make a payment to the Company
in
cash, by check or by other instrument acceptable to the Company,
(ii)
subject to the general or specific approval of the Compensation and
Organization Committee of the Board of Directors of the Company (the
“Committee”), to deliver to the Company a number of already-owned shares
of Capital Stock having a value not greater than the amount required
to be
withheld (such number may be rounded up to the next whole share),
or (iii)
by any combination of (i) and (ii) and/or the procedures described
in the
following sentence. The Committee may also permit, in its sole discretion
and in accordance with such procedures as it deems appropriate, the
Optionee to have the Company withhold a number of shares which would
otherwise be issued pursuant to this Stock Option having a value
not
greater than the amount required to be withheld (such number may
be
rounded up to the next whole share). The value of shares to be withheld
or
delivered (if permitted by the Committee) shall be based on the Fair
Market Value of a share of Capital Stock as of the date the amount
of tax
to be withheld is to be determined.
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10.
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Tax
Status. The
Stock Option is not intended to qualify as an incentive stock option
under
Section 422 of the Internal Revenue Code of 1086, as
amended.
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11.
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The
Plan.
The Stock Option is subject in all respects to the terms, conditions,
limitations and definitions contained in the Plan. In the event of
any
discrepancy or inconsistency between this Agreement and the Plan,
the
terms and conditions of the Plan shall control. Capitalized terms
in this
Agreement shall have the meaning specified in the Plan, unless a
different
meaning is specified herein.
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12.
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No
Obligation to Exercise Stock Option.
The grant and acceptance of the Stock Option imposes no obligation
on the
Optionee to exercise it.
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13.
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No
Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a result
of
the Plan or this Agreement to continue the Optionee in
employment.
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14.
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Notices.
Notices hereunder shall be mailed or delivered to the Company at
its
principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case,
at
such other address as one party may subsequently furnish to the other
party in writing.
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15.
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Purchase
Only for Investment. To
insure the Company’s compliance with the Securities Act of 1933, as
amended, the Optionee aggress for himself or herself, the Optionee’s legal
representatives and estate, or other persons who acquire the right
to
exercise the Stock Option upon his or her death, that shares will
be
purchased in the exercise of the Stock Option for investment purposes
only
and not with a view to their distribution, as that term is use in
the
Securities Act of 1933, as amended, unless in the opinion of counsel
to
the Company such distribution is in compliance with or exempt form
the
registration and prospectus requirements of the
Act.
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16.
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Governing
Law.
This Agreement and the Stock Option shall be governed by the laws
of the
Commonwealth of Massachusetts, United States of
America.
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17.
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Beneficiary
Designation.
The Optionee hereby designates the following person(s) as the Optionee’s
beneficiary(ies) to whom shall be transferred any rights under the
Stock
Option which survive the Optionee’s death. If the Optionee names more than
one primary beneficiary and one or more of such primary beneficiaries
die,
the deceased primary beneficiary’s interest will be apportioned among any
surviving primary beneficiaries before any contingent receives any
amount,
unless the Optionee indicates otherwise in a signed and dated additional
page. The same rule shall apply within the category of contingent
beneficiaries. Unless the Optionee has specified otherwise herein,
any
rights which survive the Optionee’s death will be divided equally among
the Optionee’s primary beneficiaries or contingent beneficiaries, as the
case may be.
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PRIMARY
BENEFICIARY(IES)
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Name
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%
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Address
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(a)
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(b)
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(c)
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CONTINGENT
BENEFICIARY(IES)
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Name
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%
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Address
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(a)
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(b)
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(c)
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In
the
absence of an effective beneficiary designation, the Optionee acknowledges
that
any rights under the Stock Option which survive the Optionee’s death shall be
rights of his or her estate.
By:
Xxxxxx
Corporation