EXHIBIT 99.02
NON-QUALIFIED STOCK OPTION AGREEMENT
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NON-QUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement") made as of
the date specified on Annex A attached hereto (the "Grant Date"), between X.X.
Xxxxxxxxx Corporation, a Delaware corporation (the "Company"), and the
undersigned individual (the "Participant"), pursuant to the X.X. Xxxxxxxxx
Corporation 2001 Stock Award and Incentive Plan (as may be amended from time to
time, the "2001 Plan"), a copy of which you may access electronically on the
RHD Intranet under "Human Resources". Unless otherwise defined herein, the
terms defined in the 2001 Plan shall have the same defined meanings in this
Option Agreement.
In consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the validity and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. Grant of Option. The Company hereby grants to the Participant the right
and option (this "Option") to purchase all or any part of an aggregate of the
number of shares specified on Annex A of the Company's Common Stock, par value
$1.00 per share (the "Shares"). This Option is in all respects limited and
conditioned as hereinafter provided, and is subject to the terms and conditions
of the 2001 Plan (which terms and conditions are and automatically shall be
incorporated herein by reference and made a part hereof and shall control in
the event of any conflict with any terms of this Option Agreement). This Option
is a non-qualified Option and not an Incentive Stock Option.
2. Exercise Price. The exercise price per share of the Shares purchasable
under this Option is specified on Annex A (the "Exercise Price"), which is
equal to the Fair Market Value of Stock as of the Grant Date.
3. Term. Unless earlier terminated pursuant to the 2001 Plan or this
Option Agreement, this Option shall expire on the expiration date specified on
Annex A (the "Expiration Date"), which is the tenth anniversary of the Grant
Date. This Option shall not be exercisable on or after the Expiration Date.
4. Exercise of Option. Unless otherwise specified on Annex A, this Option
may be exercised in four equal installments of the Shares on each of the first
four anniversaries of the Grant Date, so that this Option shall be exercisable
as to all Shares on the last such anniversary. Any portion of this Option that
becomes exercisable in accordance with the foregoing shall remain exercisable,
subject to the 2001 Plan or this Option Agreement (including without limitation
Paragraph 8), until the Expiration Date or until other termination of this
Option in accordance with the 2001 Plan. Prior to the exercise of this Option,
the Participant shall not have any rights of a stockholder with respect to this
Option or the Shares subject to this Option.
5. Method of Exercising Option. (a) Subject to the terms and conditions of
the 2001 Plan and this Option Agreement, this Option may be exercised upon
written notice to the Company at its principal office, which is currently
located at Xxx Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Vice
President - Compensation. Such notice (a suggested form of which is attached as
Annex B) shall state the Participant's election to exercise this Option and the
number of shares with
respect to which it is being exercised; shall be signed by the Participant
(or permitted assignee or legal representative); shall, if the Company so
requests, be accompanied by the investment representation statement referred
to in Paragraph 6; and shall be accompanied by payment of the full Exercise
Price of the Shares with respect to which this Option is exercised. The
Exercise Price shall be paid to the Company:
(i) in cash or its equivalent;
(ii) in Stock previously acquired by the
Participant; provided that such shares of Stock have been
owned by the Participant for more than 6 months on the date
of exercise and have a Fair Market Value as of the date of
exercise equal to the Exercise Price of the Shares with
respect to which this Option is exercised; or
(iii) in any combination of (i) or (ii) above.
In the event such Exercise Price is to be paid, in whole or in part, with
shares of Stock, the Committee may impose additional requirements on the
payment of the Exercise Price through the surrender of such Stock.
(b) Upon receipt of such notice and payment, the Company, as
promptly as practicable, shall deliver or cause to be delivered a
certificate or certificates representing the Shares with respect to
which this Option is so exercised. The certificate or certificates for
the Shares as to which this Option shall have been so exercised shall
be registered in the name of the person or persons so exercising this
Option (or, if this Option shall be exercised by the Participant and
if the Participant shall so request in the notice exercising this
Option, shall be registered in the name of the Participant and the
Participant's spouse, jointly, with right of survivorship or a trust
established by the Participant for estate planning purposes) and shall
be delivered as provided above to or upon the written order of the
person or persons exercising this Option. In the event this Option is
exercised by any person or persons after the legal disability or death
of the Participant, such notice shall be accompanied by appropriate
proof of the right of such person or persons to exercise this Option.
All Shares that shall be purchased upon the exercise of this Option as
provided herein shall be fully paid and non-assessable by the Company.
(c) Notwithstanding any provision in this Paragraph 5 to the
contrary, this Option may be exercised in such other manner consistent
with the 2001 Plan and applicable law as from time to time may be
authorized in writing by the Company with respect to such "cashless"
option exercise arrangements as the Company from time to time may
maintain with securities brokers. Any such arrangements and written
authorizations may be terminated at any time by the Company without
notice to the Participant.
6. Shares to be Purchased for Investment. In the event the offer and sale
of Shares to be purchased upon the exercise of this Option are not covered by a
then effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), the Company may require as a condition to such
exercise the Participant (or other person entitled to exercise this Option) to
deliver to
the Company an investment representation statement, as well as any
other documentation or information as the Committee shall reasonably request.
The Company shall be entitled to restrict the transferability of the shares
issued upon any such exercise to the extent necessary to avoid a risk of
violation of the Securities Act or of any state laws or regulations. Such
restrictions may, at the discretion of the Company, be noted or set forth in
full on the share certificates issued upon exercise of this Option.
7. Non-Transferability of Option; Forfeiture. (a) This Option shall not be
pledged, hypothecated or otherwise encumbered or subject to any lien,
obligation or liability of the Participant to any party (other than the Company
or its subsidiary or affiliate), or assigned or transferred by the Participant,
other than by will or the laws of descent and distribution or to a Beneficiary
upon the death of the Participant, and during the lifetime of the Participant,
this Option shall be exercisable only by the Participant or his or her guardian
or legal representative, except that this Option may be transferred to one or
more transferees during the lifetime of the Participant and may be exercised by
such transferees in accordance with the terms of this Option, but only if and
to the extent such transfers are permitted by the Committee, subject to any
terms and conditions which the Committee may impose thereon (including
limitations the Committee may deem appropriate in order that offers and sales
of Shares will meet applicable requirements of registration forms under the
Securities Act specified by the Securities and Exchange Commission). A
Beneficiary, transferee or other person claiming any rights under the 2001 Plan
from or through the Participant shall be subject to all terms and conditions of
the 2001 Plan and this Option Agreement, except as otherwise determined by the
Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.
(b) This Option, any Shares purchased hereunder and any gains
realized upon exercise of this Option are subject to forfeiture under
certain circumstances in accordance with Section 11 of the 2001 Plan.
8. Termination of Employment. (a) Exercisability Upon Termination by
Death, Disability or Retirement. If the Participant's employment by the Company
or any subsidiary or affiliate terminates by reason of death, Disability (as
defined below) or Retirement (as defined below), this Option may be exercised
until the earlier to occur of one year after the date of such termination or
the Expiration Date, to the full extent of this Option, regardless of the
extent to which it was exercisable at the time of such death, Disability or
Retirement; provided, however, that in the event of Early Retirement (as
defined below), the entire vested portion of this Option and 50% of the
unvested portion of this Option shall be exercisable during such period. Upon
expiration of any such post-termination exercise period, this Option shall
terminate.
(b) Effect of Other Termination. Unless otherwise determined
by the Committee, if the Participant's employment by the Company or
any subsidiary or affiliate terminates for any reason, other than
death, Disability or Retirement or for Cause, this Option shall be
exercisable during the period of 90 days after such termination or
until the Expiration Date, whichever period is shorter, but only to
the extent to which this Option was exercisable at the time of such
termination. If such termination is for Cause, then this Option shall
terminate
upon such termination, unless otherwise determined by the
Committee. Upon expiration of any such post-termination exercise
period, this Option shall terminate.
(c) Definitions. The term "Disability" shall have the meaning
defined for such term in the long-term disability plan of the Company,
as in effect from time to time, and the term "Retirement" shall mean
your termination after your attaining (i) age 50 years with 20 years
of service with the Company or any of its subsidiaries or affiliates
("Early Retirement"), (ii) age 55 years with 10 years of service with
the Company or any of its subsidiaries or affiliates or (iii) age 65
years without regard to years of such service.
9. Change in Control. Upon a Change in Control, this Option will be
subject to Section 10 of the 2001 Plan.
10. No Guarantee of Continued Employment or Other Service. THE PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 4 IS
EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION
AGREEMENT AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR
ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT'S
RIGHT TO TERMINATE OR THE COMPANY'S RIGHT TO TERMINATE THE PARTICIPANT AT ANY
TIME, WITH OR WITHOUT CAUSE.
11. Withholding. The Company and any subsidiary or affiliate is authorized
to withhold from any payment relating to this Option, including from a
distribution of Stock, or any payroll or other payment to the Participant,
amounts of withholding and other taxes due or potentially payable in connection
with any transaction involving this Option, and to take such other action as
the Committee may deem advisable to enable the Company and the Participant to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to this Option. This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in
respect thereof in satisfaction of a Participant's withholding obligations,
either on a mandatory or elective basis in the discretion of the Committee.
Notwithstanding any provision in the 2001 Plan to the contrary, only the
minimum amount of Stock deliverable in connection with this Option necessary to
satisfy statutory withholding requirements will be withheld.
12. Governing Law; Entire Agreement; Option Surrender. (a) The validity,
construction and effect of this Option Agreement shall be determined in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law, and applicable provisions of federal law.
(b) The 2001 Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter
hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Participant with respect to the
matter hereof. Any modification of this Option Agreement must be in
writing signed by the
Company (oral statements by any person cannot modify this Option
Agreement). Decisions of the Committee with respect to the
administration and interpretation of the 2001 Plan and this Option
Agreement shall be final, conclusive and binding on all persons
interested therein.
(c) As a condition to the right to exercise this Option, the
Participant must not have theretofore delivered to the Company a
written document signed by the Participant surrendering the Option to
the Company.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its duly authorized officers and the Participant has executed
this Option Agreement, each on Annex A, as of the Grant Date.
ANNEX A
Participant Name:
Address: [Address]
Soc. Sec./Tax ID No.: _____-____-_____
Grant Date: ___/___/20__
Expiration Date: ___/___/20__
Number of Shares: [Number]
Exercise Price: $___.___ per Share
Vesting Schedule: In four equal installments on the first four anniversaries of
the Grant Date, unless otherwise specified as follows:
X.X. Xxxxxxxxx Corporation
By: ______________________________________
Name:
Title: Vice President - Compensation
ACCEPTED AND AGREED TO:
_____________________________________________
Name (please print):
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ANNEX B
Notice of Exercise of Non-Qualified Stock Option
X.X. Xxxxxxxxx Corporation
Xxx Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Vice President - Compensation
Ladies and Gentlemen:
Reference is made to the X.X. Xxxxxxxxx 2001 Stock Award and Incentive Plan (as
may be amended from time to time, the "2001 Plan"). Unless otherwise defined
herein, the terms defined in the 2001 Plan shall have the same defined meanings
in this Notice of Exercise.
I hereby exercise the Non-Qualified Stock Option granted to me on ______________
__, 20__ (the "Option") by X.X. Xxxxxxxxx Corporation (the "Company") pursuant
to the 2001 Plan with respect to the following number of shares of the
Company's Common Stock, par value $1.00 per share ("Shares"), covered thereby:
Number of Shares to be purchased _______________
Exercise Price per Share $______________
(Annex A of my Option Agreement)
Total Exercise Price $______________
[Check one of the following to indicate method of payment:]
___ A. Cash: Enclosed is cash or its equivalent, in the amount of $_________
in full payment of the Total Exercise Price.
___ B. Stock: I am paying by surrender of ___________ Share(s) with a total
Fair Market Value of $___________ on the date hereof in full payment of
the Total Exercise Price, as set forth on the attached "Surrendered
Shares Exercise Form".
___ C. Part Cash/Part Stock: In full payment of the Total Exercise
Price, I enclose cash or its equivalent in the amount of
$____________ and am paying the balance of Total Exercise
Price by surrender of ___ Share(s) with a total Fair Market Value
of $__________ on the date hereof, as set forth on the
attached "Surrendered Shares Exercise Form".
___ D. Broker-Assisted Cashless Exercise: I authorize the broker with which I
maintain (or am currently establishing) an account, to act as my agent
with respect to the immediate sale of Shares acquired through this
exercise of the Option under the broker-assisted "cashless" exercise
program offered by the Company. I hereby assign to the Company a portion
of the proceeds from the sale of the Shares equal to the Total Exercise
Price. I direct the withholding of taxes at applicable rates from the
proceeds at the time of exercise. I
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understand that standard commission fees and related amounts will also be
withheld and paid out of the proceeds of the sale of the Shares.
Please have the certificate or certificates representing the purchased
Shares registered in the following name or names(1)_____________________________
and sent to ___________________________________________________________________
_______________________________________________________________________________.
DATE: _____________________, _________.
___________________________________
Name (please print):
_________________________
(1) Certificates may be registered in the name of the Participant alone, or in
the names of the Participant and his or her spouse, jointly, with right of
survivorship, or a trust established by the Participant for estate planning
purposes.
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Surrendered Shares Exercise Form
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By signing below, I elect and agree that the specified portion of the
exercise price of my Option being exercised in accordance with the Notice of
Exercise to which this Form is attached is to be paid by the surrender of
(insert number) _______ previously acquired shares of common stock (the
"Surrendered Shares") of X.X. Xxxxxxxxx Corporation (the "Company"), as
specified below.
By signing below, I hereby represent and warrant:
(a) That the Surrendered Shares, if acquired by me under a plan
of the Company (or a predecessor), were acquired more than
six months before the date of delivery of the Notice of
Exercise (Note: If you used shares to pay the exercise price
of an option in the preceding six months, those shares are
deemed to be acquired upon that exercise and cannot be used
again to pay the exercise price until at least six months
later.)
(b) That I am the owner of the Surrendered Shares, and that the
Surrendered Shares are (select one):
____ (1) Delivered herewith by surrender of the enclosed
stock certificate(s) and duly signed stock power(s);
or
____ (2) Evidenced by the following stock certificate(s),
which I hereby irrevocably agree to deliver
immediately to the Company, if requested by the
Company, at any time before the settlement of the
Option exercise specified in the Notice of Exercise:
Certificate Number(s) Registered Owners Total Number of Shares
--------------------- ------------------------ ----------------------
--------------------- ------------------------ ----------------------
--------------------- ------------------------ ----------------------; or
____ (3) Evidenced by stock certificate(s) held by a nominee
in the following account maintained by a brokerage
or financial services firm; I hereby irrevocably
agree to deliver immediately to the Company, if
requested by the Company, the Surrendered Shares
held in such account at any time before the
settlement of the Option exercise specified in the
Notice of Exercise:
Brokerage/Financial Firm Name(s) of Account Owners Account Number(s)
------------------------ ------------------------- -----------------
Name: __________________ _________________________ _________________
Address:_______________________________________________________________
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Signature Date
If any stock certificate or account listed in (2) or (3) above is owned in part
by any other person (the "Joint Owner"), such Joint Owner must also sign this
Form. By signing below, the Joint Owner consents to the surrender of the
Surrendered Shares in payment of the exercise price of the Option, and
irrevocably agrees to deliver immediately one or more certificates evidencing
the Surrendered Shares, if requested by the Company, at any time before the
settlement of the Option exercise.
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Signature Date
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