Exhibit 10.11
NONQUALIFIED STOCK OPTION
NONQUALIFIED STOCK OPTION AGREEMENT dated as of February 1, 2000,
between HUSSMANN INTERNATIONAL, INC., a Delaware corporation (the
"Corporation"), and Xxxxxxx X. Xxxxx, Chairman of the Board of the
Corporation (the "Holder").
WHEREAS, the Corporation and Holder have entered into that certain
letter agreement dated January 12, 2000 (the "January 12 Agreement")
which agreement confirms the arrangement and terms under which Holder
shall serve as Chairman of the Board of the Corporation; and
WHEREAS, the January 12 Agreement includes as part of the
compensation to Holder the grant of a 10-year nonqualified option to
purchase 100,000 shares of the Corporation's common stock at the closing
price per share on the New York Stock Exchange on February 1, 2000 (the
"Closing Price"); and
WHEREAS, the Board of Directors of the Corporation has duly made
all determinations necessary or appropriate to the grant hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto have agreed, and do hereby agree, as follows:
1. The Corporation hereby irrevocably grants to the Holder, the
right and option (the "Option"), to purchase 100,000 shares of Common
Stock of the Corporation on the terms and conditions herein set forth.
2. For each of said shares purchased, the Holder shall pay to the
Corporation $14.0625 per share (the "Option Price") being the Closing
--------
Price on February 1, 2000.
3. Subject to the provisions of paragraph 6 hereof, this Option
shall expire at 5:00 p.m., St. Louis time, on February 1, 2010 (the
"Expiration Date") and shall become exercisable as to 100,000 shares on
February 1, 2001. The Corporation shall not be required to issue any
fractional shares upon exercise of this Option.
4. This Option may be exercised only by one or more notices in
writing of the Holder's intent to exercise this Option, accompanied by
payment by check to the Corporation in an amount equal to the aggregate
Option Price of the total number of whole shares then being purchased.
Unless otherwise specified by the Corporation, each such notice and
check shall be delivered to the Treasurer of the Corporation, at the
principal office of the Corporation or, at the risk of the Holder,
mailed to the Treasurer at said office.
5. This Option is not transferable by the Holder otherwise than by
will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Corporation and may be exercised,
during the lifetime of the Holder, only by the Holder.
6. In the event of the termination of service of the Holder as
Chairman of the Board of the Corporation for Cause (as defined in the
January 12 Agreement) or the voluntary resignation by Holder from the
position of Chairman without the written consent of the Corporation
prior to
February 1, 2001, then this Option shall be exercisable only to the
extent it is exercisable on the effective date of the Holder's
termination of service and may thereafter be exercised by the Holder,
his personal representatives or distributees as the case may be until
the Expiration Date.
7. In the event of the termination of service of the Holder while
serving as Chairman of the Board of the Corporation for any reason other
than for Cause or the voluntary resignation by Holder from the position
of Chairman without the written consent of the Corporation prior to
February 1, 2001, then this Option shall become fully exercisable as of
the effective date of the Holder's termination of service and may
thereafter be exercised by the Holder, his personal representatives or
distributees as the case may be until the Expiration Date.
8. Prior to the termination of this Option, in the event of a
stock split, stock dividend, reverse stock split, spin-off, split-up,
recapitalization, merger, consolidation, combination, exchange of
shares, or the like, then the aggregate number and class of shares
thereafter subject to this Option and the Option Price thereof, and the
number and class of shares reserved for issuance pursuant to exercise
hereof, shall be appropriately adjusted in such manner as the Management
Resources and Compensation Committee of the Board of Directors shall
determine to be equitable and consistent with the purposes of the
Agreement and this Option, subject to resolution of any dispute pursuant
to the provisions of paragraph 9 of the January 12 Agreement. Such
determination shall be conclusive for all purposes of this Option.
9. This Option and each and every obligation of the Corporation
hereunder are subject to the requirement that if at any time the
Corporation shall determine, upon advice of counsel, that the listing,
registration, or qualification of the shares covered hereby upon any
securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable
as a condition of or in connection with the granting of this Option or
the purchase of shares hereunder, this Option may not be exercised in
whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors of the
Corporation.
10. In the event of a "change in control" or a "Pooling
Transaction", as those terms are defined in the Corporation's Stock
Incentive Plan ("Plan"), this Option shall become immediately
exercisable in full and the Holder shall have all of the rights
specified in Paragraph 10(B) and, if applicable, Paragraph 10(D) of the
Plan.
11. Nothing herein contained shall confer on the Holder any of the
rights of a shareholder with respect to any of the shares subject to
this Option until such shares shall be issued upon the exercise of this
Option.
IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has
been duly executed by the Corporation and the Holder as of the day and
year first above written.
HUSSMANN INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Vice President
/s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx
2
