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Exhibit 10(f)(1)
OGLEBAY NORTON COMPANY
LONG-TERM INCENTIVE PLAN
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Prospectus Supplement
This Stock Option Agreement constitutes part of the Prospectus covering
securities registered under the Securities Act of 1933, as amended, and issuable
pursuant to the above-named plan of the Company.
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THE SECURITIES OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS, OR OTHER OBLIGATIONS
OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR TO MAKE ANY
REPRESENTATION, OTHER THAN AS CONTAINED HEREIN, IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IN ANY STATE IN
WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES COVERED
HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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The date of this Prospectus Supplement is October 29, 1997
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Dear _____:
Under the terms of the Oglebay Norton Company Long-Term Incentive Plan
("the Plan"), the Committee for the Plan has granted to you as of October 29,
1997 an Option to purchase an aggregate of _______ shares of common stock of
Oglebay Norton Company (the "Company"), having a par value of $1.00 per share
(the "Common Stock"), at an option price of $30 5/8 per share, upon the terms
and conditions set forth in the Plan and in this Agreement. Except as discussed
below under "Share Adjustments", the exercise price of an Option is not subject
to adjustment.
The Plan provides that shares of the Company's Common Stock issued upon
exercise of Options may be either authorized but unissued Common Stock of the
Company or treasury shares. A copy of the full Plan is available for your
review through the Corporate Secretary's office. All correspondence to the
Committee should be directed to Oglebay Norton Company, 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000, Attention: Xxxx X. Xxxxxx, Xx., Assistant Vice President
-- Human Resources (telephone 000-000-0000).
Section 1. General Information
The shares of the Company's Common Stock covered by this Prospectus are
issuable pursuant to Options granted under the Plan.
A summary of the material provisions of the Plan and the Options granted
thereunder is set forth below, but this summary is qualified in its entirety by
reference to the full text of the Plan, a copy of which is available for
inspection at the principal office of the Company or will be mailed to any
participant within 30 days after written request therefor.
Section 2. Purposes of the Plan
The Plan provides for the granting of Options to purchase shares of the
Company's Common Stock to certain key employees of the Company. The Options
granted under the Plan and described herein are not intended to be treated as
incentive stock options as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
The purpose of the Plan is to promote the interests of the stockholders
by furthering the long-term performance of the Company and to enable the Company
to be competitive in encouraging key employees who perform services of special
importance to the management, operation and the development of the business of
the Company or its subsidiaries, to remain in its service, to attract others to
it, and to provide such employees an additional incentive to contribute to the
prosperity of the Company and its stockholders.
Section 3. Eligibility
Key employees of the Company and its subsidiaries, including officers,
whether or not Directors, are eligible to participate in the Plan. Directors who
are not regular employees are not eligible to participate in the Plan.
Participation in the Plan will be limited to those key employees of the Company
selected by the Committee.
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Nothing contained in the Plan or in any document related to the Plan
shall confer upon any optionee any right to continue in the employ of the
Company or any subsidiary of the Company or limit the Company or any subsidiary
of the Company to terminate the optionee's employment at any time and for any
reason.
Section 4. Exercise of Option
The Option shall be exercisable on or before the expiration date of
October 29, 2007 as to the percentage of shares indicated on the following
dates:
Percent of Shares
Purchasable
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Prior to October 29, 1998 None
On October 29, 1998 to October 28, 1999 25%
On October 29, 1999 to October 28, 2000 50%
On October 29, 2000 to October 28, 2001 75%
On or after October 29, 2001 100%
less the number of shares, if any, previously purchased under the Option.
The Option may be exercised as to all or any of the shares that can then
be purchased by submitting a letter to the Secretary of the Company stating the
number of shares you are electing to purchase at that time, and enclosing your
payment of the option price in full, either (a) in cash (including checks, bank
drafts, or money orders), (b) by delivering common stock of the Company owned of
record by you or by sale of shares acquired in the exercise of the option, or
(c) by a combination of (a) and (b). As soon as practicable after payment of the
option price, a certificate or certificates representing the purchased shares
will be issued.
Pursuant to the terms of the Plan, the Committee may, upon notice of
exercise, elect to cash out all or part of the portion of the Option to be
exercised and pay you an amount equal to the excess of the fair market value of
the Company's shares over the option price (the "Spread Value"). The payment of
the Spread Value may be made, at the Committee's discretion, in cash or shares
of the Company's common stock.
Section 5. Non-Assignability
The Option is personal to you and is not transferable except as otherwise
provided in Section 8.
Section 6. Retirement
If your employment with the Company or a subsidiary company terminates
during the term of the Option by reason of your retirement from active
employment pursuant to which you are entitled to receive a normal, early, or
shutdown retirement pension under the Oglebay Norton Company Pension Plan for
Salaried Employees, the Option shall become immediately exercisable in full and
may be exercised at any time within two years of date of retirement, but in no
event beyond the term of the Option, and thereafter the Option shall terminate.
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Section 7. Disability
If your employment with the Company or a subsidiary company terminates
during the term of the Option by reason of a disability covered under the
Oglebay Norton Company Long-Term Disability Insurance Plan, the Option shall
become immediately exercisable in full, and may be exercised at any time within
one year of your termination of employment, but in no event beyond the term of
the Option, and thereafter the Option shall terminate.
Section 8. Death
In the event of your death during the term of the Option, the Option
shall become immediately exercisable in full and may be exercised by your
executor or administrator at any time within one year of the date of your death,
but in no event beyond the term of the Option, and thereafter the Option shall
terminate.
Section 9. Other Termination
If your employment with the Company or a subsidiary company terminates
during the term of the Option for any reason other than death, retirement, or
disability referred to in Sections 6, 7, and 8, the Option shall thereupon
terminate, unless you are involuntarily terminated by the Company without Cause,
as defined in the Plan. In the case of your involuntary termination of
employment without Cause, the Option shall be limited to the number of shares as
to which it could have been exercised pursuant to Section 4 at the time your
employment ends and shall terminate as to the remaining shares. The Option may
then be exercised as to the limited number of shares at any time within ninety
days of your involuntary termination of employment without Cause, but in no
event beyond the term of the Option, and thereafter the Option shall terminate.
Section 10. Share Adjustments
The number and kind of shares subject to the Option and, if appropriate,
the purchase price per share, shall be adjusted appropriately in the event of
any stock split, stock dividend, combination of shares, merger, consolidation,
reorganization, or other change in the nature of the shares of the Company as
determined by the Board of Directors or the Committee.
Section 11. Notices
All notices hereunder to the Company shall be delivered personally or
mailed to its corporate offices, attention: Secretary, at its headquarters
location, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, and all notices hereunder
to you shall be delivered personally or mailed to you. Such addresses may be
changed at any time by advance notice of such change to the Company or to you,
as the case may be.
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This Option Letter, when accepted by you, will constitute an Agreement
between you and the Company as of October 29, 1997, which shall bind and inure
to the benefit of our respective executors, administrators, successors and
assigns.
Very truly yours,
OGLEBAY NORTON COMPANY
By /s/ X. Xxxxxx Xxxxx, Xx.
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X. Xxxxxx Xxxxx, Xx.
Chairman of the Board,
President, and Chief
Executive Officer
On behalf of the Committee
ACCEPTED
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11/19/97 (Date)
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 29, 1997.
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