XXXXXX, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
the 3rd day of December 2002 between XXXXXX, INC., a Delaware corporation (the
"Company"), and Xxxxxx Xxxxx (the "Optionee").
W I T N E S S E T H:
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1. The Company, in accordance with the terms and
conditions of the 1996 Non-Employee Director Stock Option Plan of the Company
(the "Plan"), grants as of December 3, 2002 to the Optionee an option to
purchase an aggregate of 2,000 shares of the Common Stock, $1.00 par value per
share, of the Company ("Common Stock"), at $3.15 per share, being 100% of the
fair market value of such shares of Common Stock on such date.
2. The term of this option shall be 10 years, subject to
earlier termination as provided in the Plan. This option shall be exercisable
immediately as to 100% of the number of shares of Common Stock subject hereto;
provided, that this option shall not be exercisable at any time in an amount
less than 100 shares (or the remaining shares covered hereby if less than 100
shares).
3. This option shall be exercised by giving written
notice to the Company at its principal office, presently 000 00xx Xxxxxx, Xxxx
Xxx Xxxx, Xxx Xxxxxx 00000, Attention: Chief Financial Officer, stating that the
Optionee is exercising this option, specifying the number of shares being
purchased and accompanied by payment in full of the aggregate purchase price
therefor (a) in cash or by certified check, (b) with previously acquired shares
of Common Stock having an aggregate fair market value on the date of exercise
(determined in accordance with Article 5 of the Plan) equal to the aggregate
exercise price of all options being exercised, or (c) any combination of the
foregoing. In addition, the Optionee agrees to pay to the Company in cash, upon
demand, the amount, if any, which the Company determines is necessary to satisfy
its obligation to withhold federal, state and local income and other taxes or
other amounts incurred by reason of the grant or exercise of this option. In no
event may a fraction of a share of Common Stock be purchased hereunder.
4. Notwithstanding the foregoing, and without limiting
the provisions of Article 11 of the Plan, this option shall not be exercisable
by the Optionee unless (a) a registration statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock issuable upon the exercise of this option shall be effective and current
at the time of exercise or (b) there is an exemption from registration under the
Securities Act for the issuance of such shares of Common Stock upon exercise. At
the request of the Board of Directors, the Optionee shall execute and deliver to
the Company representations and warranties, in form and substance satisfactory
to counsel to the Company, that the shares of Common Stock to be issued upon the
exercise of the option are being acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof
within the meaning of the Securities Act. Nothing herein shall be construed so
as to obligate the Company to register the shares subject to this option under
the Securities Act.
5. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue as a director of the Company.
6. The Company may endorse such legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
to prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act.
7. The Company and the Optionee agree that they will
both be subject to and bound by all of the terms and conditions of the Plan, a
copy of which is attached hereto and made a part hereof. In the event the
Optionee is no longer a director of the Company or in the event of his death or
disability (as defined in the Plan), his rights hereunder shall be governed by
and be subject to the provisions of the Plan. In the event of a conflict between
the terms of this Contract and the terms of the Plan, the terms of the Plan
shall govern.
8. The Optionee represents and agrees that he will
comply with all applicable laws relating to the Plan and to the grant and
exercise of this option and the disposition of the shares of Common Stock
acquired upon exercise of this option, including without limitation, federal and
state securities and "blue sky" laws.
9. This option is not transferable otherwise than by
will or the laws of descent and distribution and may be exercised during the
lifetime of the Optionee only by him.
10. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled under the Plan and by
law to the Optionee's rights hereunder.
11. This Contract shall be governed by and construed in
accordance with the laws of the State of Delaware.
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12. The invalidity or illegality of any provision herein
shall not affect the validity of any other provision.
13. The Optionee agrees that the Company may amend the
Plan and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxx Xxxxx
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Its:
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Xxxxxx Xxxxx, Optionee
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Address
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Tax Id. or Social Security No.
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