OMNIQUIP INTERNATIONAL, INC.
1996 DIRECTORS NON-QUALIFIED STOCK OPTION PLAN
FORM OF
DIRECTORS NON-QUALIFIED STOCK OPTION AGREEMENT
Option No. ___.
No. of shares subject to Option: ______.
This AGREEMENT dated this ____ day of _______, 19__, between Omniquip
International, Inc., a Delaware corporation (the "Company"), and
________________ (the "Optionee").
W I T N E S S E T H:
1. GRANT OF OPTION. Pursuant to the provisions of the Company's 1996
Directors Non-Qualified Stock Option Plan (the "Plan"), the Company hereby
grants to the Optionee, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the right and
option to purchase from the Company all or any part of an aggregate of ______
shares of Common Stock at the purchase price of _____ Dollars ($____) per share
or at a purchase price per share equal to the fair market value thereof on the
date of exercise, determined in accordance with the Plan (the "Option").
2. DEFINITIONS. Capitalized terms contained in this Agreement that are
not otherwise defined in the Agreement have the same meaning as they are given
in the Plan. A form of notice of exercise is attached hereto as Exhibit 1.
3. TERMS AND CONDITIONS. It is understood and agreed that the Option
evidenced hereby is subject to the terms and conditions set forth in the Plan,
including without limitation the exercisability and forfeiture of the Option and
restrictions on transfer.
4. RIGHTS AS A STOCKHOLDER. The Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock issuable or transferable
upon exercise thereof until the issuance of the stock certificates evidencing
such shares of Common Stock.
5. COMPLIANCE WITH LAW AND REGULATIONS. This Option and the obligation
of the Company to sell and deliver shares hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required. The Company shall
not be required to issue or deliver shares of Common Stock prior to (i) the
listing of such shares on any stock exchange on which Common Stock may then be
listed, and (ii) the completion of any registration or qualification of such
shares under any federal or state law, or any rule or regulation of any
government agency which the Company shall, in its reasonable discretion,
determine to be necessary or advisable unless the Optionee has delivered an
opinion of counsel reasonably
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satisfactory to the Company that such registration or qualification is not
required in connection with such issuance.
6. OPTIONEE BOUND BY PLAN. The Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof.
7. NOTICE. Any notice hereunder to the Company shall be addressed to it
at its offices, 000 Xxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Secretary, and any notice hereunder to the Optionee shall be
addressed to him or her at ____________________________, subject to the right of
either party to designate at any time hereafter in writing some other address.
IN WITNESS WHEREOF, Omniquip International, Inc. has caused this Agreement
to be executed by its President or Vice-President and the Optionee has executed
this Agreement, as of the day and year first above written.
OMNIQUIP INTERNATIONAL, INC.
By:
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Name:
Title:
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[Name], Optionee
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EXHIBIT 1
Omniquip International, Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000
Re: EXERCISE OF NON-QUALIFIED STOCK OPTION
Gentlemen:
I hereby exercise the Option granted to me under the Directors
Non-Qualified Stock Option Agreement dated ___________________, to purchase
______ shares of Omniquip International, Inc. common stock, $0.01 par value per
share (the "Common Stock"), with respect to _______ shares of Common Stock for
an aggregate purchase price of $_________. As consideration for such shares, I
have enclosed payment in the amount of $__________.
Please issue in my name and send the certificates representing the shares
purchased by my exercise of this Non-Qualified Stock Option to me at the address
indicated below.
Date:
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Optionee,
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Address
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