Exhibit 10.15
ACKNOWLEDGMENT AND AGREEMENT
OF OPTIONEE
This Acknowledgment and Agreement of Optionee is entered into as of
this __ day of _____, 1999 by and between X'Xxxxxxxx Industries Holdings, Inc.
("X'XXXXXXXX") and the undersigned holder (the "OPTIONEE") of an option to
purchase shares of the common stock, par value $1.00 per share (the "COMMON
STOCK"), of X'Xxxxxxxx.
1. Pursuant to the X'Xxxxxxxx Industries Holdings, Inc. Amended and
Restated 1994 Incentive Stock Option Plan, as amended (the "EMPLOYEE STOCK
OPTION PLAN"), X'Xxxxxxxx has issued to Optionee one or more options
(collectively, the "COMMON STOCK OPTION") to purchase that number of shares of
Common Stock set forth across from the heading "AGGREGATE NUMBER OF SHARES OF
COMMON STOCK SUBJECT TO THE COMMON STOCK OPTION" on SCHEDULE A hereto (each a
"SHARE", and collectively, the "SHARES"). Optionee represents and warrants that,
except as set forth on SCHEDULE A hereto, Optionee has no options or other
rights to acquire capital stock or other securities of X'Xxxxxxxx.
2. Optionee acknowledges and agrees that, notwithstanding anything to
the contrary in the Employee Stock Option Plan or in any other agreement or
instrument evidencing the Common Stock Option, including the X'Xxxxxxxx
Industries Holdings, Inc. 1994 Incentive Stock Plan Incentive Stock Option
Agreement(s) listed on SCHEDULE A hereto (each an "OPTION AGREEMENT" and
collectively, the "OPTION AGREEMENTS"), from and after the effective time of the
merger (the "MERGER") of OSI Acquisition, Inc. with and into X'Xxxxxxxx pursuant
to and in accordance with the Agreement and Plan of Merger between OSI
Acquisition, Inc. and X'Xxxxxxxx dated May 17, 1999, as amended, that:
(a) other than as described in clause (c) below, the Common
Stock Option will no longer be exercisable for Common Stock or any
other securities of X'Xxxxxxxx;
(b) the Employee Stock Option Plan, the Option Agreement(s)
and the other agreements and other instruments evidencing the Option,
whether or not returned to X'Xxxxxxxx for cancellation, shall be of no
further force and effect; and
(c) the Common Stock Option outstanding immediately prior to
the effective time of the Merger will represent only the right to
receive the following with respect to each Share issuable upon exercise
of the Common Stock Option:
(i) the options to purchase the number of shares in
the column headed "Cashed Shares" on SCHEDULE A hereto will
each be converted into (x) a cash payment in an amount equal
to $16.75 MINUS the purchase price Optionee is required to pay
for such share as set forth under the heading "PURCHASE PRICE
PAYABLE BY OPTIONEE UPON EXERCISE OF OPTION" on SCHEDULE A
hereto; and (y) one share of
Senior Preferred Stock, par value $1.00 per share of
X'Xxxxxxxx ("SENIOR PREFERRED STOCK"); and
(ii) the options to purchase the number of shares in
the column headed "Rolled Shares" on SCHEDULE A hereto will be
converted into a Preferred Stock Option to acquire that number
of shares of X'Xxxxxxxx'x Series A Junior Preferred Stock, par
value $0.01 per share, set forth under the heading "SHARES OF
SERIES A JUNIOR PREFERRED STOCK SUBJECT TO THE PREFERRED STOCK
OPTION" on SCHEDULE A hereto pursuant to and in accordance
with the Preferred Stock Option Agreement attached as Exhibit
A hereto.
(d) Except for the consideration described in clause (c)
above, Optionee expressly acknowledges and agrees that he/she has no
further rights under the Employee Stock Option Plan or any Option
Agreement and that he/she is entitled to no additional consideration.
3. Optionee hereby represents and warrants to X'Xxxxxxxx that Optionee
is the sole record and beneficial owner of the Option and that Optionee has not
sold, transferred, conveyed, pledged or hypothecated any interest in the Option,
and Optionee agrees not to take any action that would cause the foregoing
representations and warranties not to be true as of the effective time of the
Merger.
4. Optionee hereby agrees to take such other action as may be
reasonably requested by X'Xxxxxxxx to further evidence the foregoing.
(Signature Page Follows)
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SIGNATURE PAGE OF ACKNOWLEDGMENT AND
AGREEMENT OF OPTIONEE
IN WITNESS WHEREOF, the undersigned parties have duly executed this
Agreement as of the date first above written.
X'XXXXXXXX INDUSTRIES HOLDINGS, INC.
By:
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Name:
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Title:
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OPTIONEE
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(Name)
