Exhibit 99.2
As Amended
December 1, 1997
X.X. XXXXXXXXX & SONS COMPANY
STOCK OPTION AGREEMENT
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(premium options)
X.X. XXXXXXXXX & SONS COMPANY, a Delaware corporation (herein called the
"Company"), acting pursuant to the provisions of its 1995 Stock Incentive Plan,
which was approved by stockholders on March 23, 1995 (herein called the "Plan"),
hereby grants to _______ (herein called "Optionee"), as of ___________ (herein
called the "option date"), an option to purchase from the Company (i) ______
shares of common stock of the Company, par value $1.25 per share (herein called
"common stock"), at a price of ______ per share (herein called the "First
Premium Option"), (ii) ____ shares of common stock at a price of $_____ per
share (herein called the "Second Premium Option") and (iii) _____ shares of
common stock at a price of $______ per share (herein called the "Third Premium
Option" and the First Premium Option, the Second Premium Option and the Third
Premium Option are collectively referred to herein as the "option") to be
exercisable during the term commencing on ___________ and ending ___________
(herein called the "option term"), but only upon the following terms and
conditions:
1. The option may be exercised by Optionee, in whole or in part, from time
to time, during the option term only in accordance with the following conditions
and limitations:
(a) Except as provided in Sections 5 and 7 hereof, Optionee must, at any time
the option becomes exercisable and at any time the option is exercised,
have been continuously in the employment of the Company since the date
hereof. Leave of absence for periods and purposes conforming to the
personnel policies of the Company and approved by the Committee
administering the Plan shall not be deemed terminations of employment or
interruptions of continuous service.
(b) Unless a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), is in effect as to the shares purchasable
under the option, no shares of common stock may be purchased under the
option unless, prior to the purchase thereof, the Company shall have
received an opinion of counsel to the effect that the sale of such shares
by the Company to Optionee will not constitute a violation of the
Securities Act. Optionee hereby agrees that as a condition of exercise,
Optionee will, if requested by the
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Company, submit a written statement, in form satisfactory to counsel for
the Company, to the effect that any shares of common stock purchased upon
exercise of the option will be purchased for investment and not with a view
to the distribution thereof within the meaning of the Securities Act, and
the Company shall have the right, in its discretion, to cause the
certificates representing shares of common stock purchased under the option
to be appropriately legended to refer to such undertaking or to any legal
restrictions imposed upon the transferability thereof by reason of such
undertaking.
(c) Subject to Sections 5 and 7 hereof, the option shall become exercisable as
follows:
(1) In the event Total Stockholder Return (as hereinafter defined) for the
four-year period commencing ___________and ending on ___________(the "First
Performance Period") exceeds the S&P Industrial Index Total Return (as
hereinafter defined) for the First Performance Period, the option shall
become exercisable on ___________with respect to all of the shares of
common stock subject to the option and the following subsections (2)-(8)
shall not apply. In the event Total Stockholder Return for the First
Performance Period equals or is less than the S&P Industrial Index Total
Return for the First Performance Period, the option may become exercisable
as set forth below.
(2) In the event Total Stockholder Return for the four-year period
___________and ending on ___________(the "Second Performance Period")
exceeds the S&P Industrial Index Total Return for the Second Performance
Period, the option shall become exercisable on ___________with respect to
all of the shares of common stock subject to the option and the following
subsections (3)-(8) shall not apply. In the event Total Stockholder Return
for the Second Performance Period equals or is less than the S&P Industrial
Index Total Return for the Second Performance Period, the option may become
exercisable as set forth below.
(3) In the event Total Stockholder Return for the four-year period
___________and ending on ___________(the "Third Performance Period")
exceeds the S&P Industrial Index Total Return for the Third Performance
Period, the option shall become exercisable on ___________with respect to
all of the shares of common stock subject to the option and the following
subsections (4)-(8) shall not apply. In the event Total Stockholder Return
for the Third Performance Period equals or is less than the S&P Industrial
Index Total Return for the Third Performance Period, the option may become
exercisable as set forth below.
(4) In the event Total Stockholder Return for the four-year period
commencing ___________and ending on ___________(the "Fourth Performance
Period") exceeds the S&P Industrial Index Total Return for the Fourth
Performance Period, the option shall become exercisable on ___________with
respect to all of the shares of common stock subject to the option and the
following subsections (5)-(8) shall not apply. In the event Total
Stockholder Return for the Fourth Performance Period equals or is less
than the S&P Industrial Index Total Return for the Fourth Performance
Period, the option may become exercisable as set forth below.
(5) In the event Total Stockholder Return for the four-year period
___________and ending on ___________(the "Fifth Performance Period")
exceeds the S&P Industrial Index Total Return for the Fifth Performance
Period, the option shall become exercisable on ___________with respect to
all of the shares of common stock subject to the option and the following
subsections (6)-(8) shall not apply. In the event Total Stockholder Return
for the Fifth Performance Period equals or is less than the S&P Industrial
Index Total Return for the Fifth Performance Period, the option may become
exercisable as set forth below.
(6) In the event Total Stockholder Return for the four-year period
___________and ending on ___________(the "Sixth Performance Period")
exceeds the S&P Industrial Index Total Return for the Sixth Performance
Period, the option shall become exercisable on ___________with respect to
all of the shares of common stock subject to the option and the following
subsection (7) shall not apply. In the event Total Stockholder Return for
the Sixth Performance Period equals or is less than the S&P Industrial
Index Total Return for the Sixth Performance Period, the option shall
become exercisable as set forth below.
(7) Notwithstanding the foregoing subsections (1)-(6), but subject to
Sections 5 and 7 hereof, the option shall become exercisable on
___________with respect to all of the shares of common stock subject to the
option and the following subsection (8) shall not apply.
(8) If while any portion of the option is outstanding and unexercisable, a
Change in Control (as defined in the Plan) occurs, then from and after the
Acceleration Date (as defined in the Plan), the option shall be exercisable
with respect to all of the shares of common stock subject to such portion
of the option.
No fractional shares may be purchased at any time.
"Total Stockholder Return" means, with respect to any four-year
Performance Period, the fair market value (as defined in Section 2) on the last
day of such Performance Period of the number of shares of common stock (rounded
to the nearest thousandth) which is deemed to be purchased by investing $100 as
of the day immediately preceding the first day of such Performance Period. All
dividends on common stock shall be assumed to be reinvested in common stock as
of each "ex dividend" trading date of the common stock occurring during such
Performance Period. For purposes of calculating the number of shares of common
stock which are purchased on the day immediately preceding the first day of a
Performance Period, the purchase price per share of common stock shall be the
fair market value of the common stock on such day.
"S&P Industrial Index Total Return" means, with respect to any four-
year Performance Period, the cumulative total return during such Performance
Period of the Standard & Poor's Industrial Index stock index, computed on the
same basis as Total Stockholder Return. If the Standard & Poor's Industrial
Index is not published or otherwise available for the duration of a Performance
Period, "S&P Industrial Index Return" shall mean, with respect to such
Performance Period, the cumulative total return during such Performance Period
of any stock index determined by the Committee, computed on the same basis as
Total Stockholder Return.
2. Subject to the limitations herein set forth, the option may be
exercised by delivery of written notice to the Company specifying the number of
shares of common stock to be purchased and accompanied by payment in full of the
option price (or arrangement made for such payment to the Company's
satisfaction) for the number of shares so purchased. No shares of common stock
may be purchased under the option unless Optionee, or in the event of Optionee's
death the executor, administrator, or personal representative of such deceased
Optionee, shall pay to the Company such amount as the Company is advised it is
required under applicable local, state and federal tax laws to withhold and pay
over to governmental taxing authorities by reason of the purchase of shares of
common stock pursuant to the option.
The option price and any federal, state, local and other taxes
required to be withheld in connection with such exercise may be paid (i) in
cash, (ii) by delivering previously owned whole shares of common stock (which
Optionee has held for at least six months prior to the delivery of such shares
or which Optionee purchased on the open market and for which Optionee has good
title, free and clear of all liens and encumbrances) having a fair market value
equal to the option price and such amount of tax, (iii) with respect to taxes
only, by authorizing the Company to withhold whole shares of common stock which
would otherwise be delivered having a fair market value equal to such amount of
tax, or (iv) in a combination thereof. Payment
of the option price and such tax, or any part thereof, in previously owned
shares of common stock shall not be effective unless Optionee delivers one or
more stock certificates (or otherwise delivers shares of common stock to the
satisfaction of the Company) representing shares having a fair market value on
the date of exercise equal to or in excess of the option price and such tax, or
applicable portion thereof, accompanied by such endorsements, signature
guarantees or other documents or assurances as may reasonably be required to
effect the transfer to the Company of such number of shares. If Optionee
delivers a certificate or certificates (or otherwise delivers shares of common
stock to the satisfaction of the Company) representing shares in excess of the
number required to cover the option price and such tax, a certificate (or other
evidence of ownership) representing such excess number of shares will be issued
and redelivered to Optionee. For purposes of this Agreement, the fair market
value of the common stock on a specified date shall be determined by reference
to the average of the high and low transaction prices in trading of the common
stock on such date as reported in the New York Stock Exchange-Composite
Transactions, or, if no such trading in the common stock occurred on such date,
then on the next preceding date when such trading occurred; provided, that if
the Committee administering the Plan shall determine that such New York Stock
Exchange-Composite Transactions prices are not representative of the fair market
value, such Committee shall determine such fair market value by such other
appropriate means as it shall determine.
3. Upon exercise of the option in whole or in part pursuant to
Section 2 hereof, the Company shall deliver certificates representing the number
of shares specified against payment therefor and shall pay all original issue or
transfer taxes and all other fees and expenses incident to such delivery.
4. Optionee shall be entitled to the privileges of ownership with
respect to shares subject to the option only as to shares purchased and
delivered to Optionee upon exercise of all or part of the option.
5. (a) If Optionee ceases to be employed by the Company by reason of
death prior to ___________, then the option shall be exercisable by the
executor, administrator, personal representative or beneficiary of Optionee
during the 90-day period commencing on the date of Optionee's death, but only
during the option term, with respect to all of the shares of common stock
subject to the option if, on or prior to the date of Optionee's death, the
option had become exercisable with respect to all of the shares of common stock
subject to the option pursuant to any of subsections 1(c)(1)-(6) or (8). If
Optionee ceases to be employed by the Company by reason of death prior to
___________and the option had not become exercisable on or prior to the date of
Optionee's death pursuant to any of subsections 1(c)(1)-(6) or (8), then the
option shall become exercisable as of the time of such death by the executor,
administrator, personal representative or beneficiary of Optionee for the 90-day
period commencing on the date of Optionee's death, but only during the option
term, as to the number of shares of common stock determined by multiplying the
number of shares of common stock subject to the First Premium Option, the Second
Premium Option and the Third Premium Option, respectively, by a fraction, the
numerator of which is the number of calendar months which have elapsed since and
including ___________through the date of such death (rounded up to the nearest
whole number) and the denominator of which is 114. The portion of the option
which does not become exercisable pursuant to the preceding sentence shall be
cancelled as of the date of Optionee's death. If Optionee ceases to be employed
by the Company by reason of death on or after ___________, then the option shall
be exercisable by the executor, administrator, personal representative or
beneficiary of Optionee during the 90-day period commencing on the date of
Optionee's death, but only during the option term, with respect to all of the
shares of common stock subject to the option.
(b) If Optionee ceases to be employed by the Company prior ___________
for any reason other than death, the option shall be cancelled as of the
effective date of such cessation of
employment. If Optionee ceases to be employed by the Company on or after
___________by reason of retirement on or after age 65, retirement on or after
age 55 with the consent of the Company or total and permanent disability, then
the option shall be exercisable by Optionee during the five-year period
commencing on the effective date of such cessation of employment, but only
during the option term, with respect to all of the shares of common stock
subject to the option if, on or prior to the effective date of such cessation of
employment, the option had become exercisable with respect to all of the shares
of common stock subject to the option pursuant to any of subsections 1(c)(1)-
(8). If Optionee ceases to be employed by the Company on or after ___________by
reason of retirement on or after age 65, retirement on or after 55 with the
consent of the Company or total and permanent disability and the option had not
become exercisable on or prior to the effective date of such cessation of
employment pursuant to any of subsections 1(c)(1)-(8), then the option shall
become exercisable by Optionee, during the five-year period commencing on the
effective date of such cessation of employment, but only during the option term,
and only in accordance with subsections 1(c)(2)-(8); provided, however, that the
option may (in the case of subsections 1(c)(2)-(6)) or shall (in the case of
subsections 1(c)(7)-(8)) become exercisable during such five-year period only as
to the number of shares of common stock determined by multiplying the number of
shares of common stock subject to the First Premium Option, the Second Premium
Option and the Third Premium Option, respectively, by a fraction, the numerator
of which is the number of calendar months which have elapsed since and including
___________through the effective date of such cessation of employment (rounded
up to the nearest whole number) and the denominator of which is 114. The portion
of the option which may not become exercisable pursuant to the preceding
sentence shall be cancelled as of the effective date of such cessation of
employment.
(c) If Optionee ceases to be employed by the Company for any reason other
than death, retirement on or after age 65, retirement on or after age 55 with
the consent of the Company or total and permanent disability, then the option
shall be exercisable by Optionee
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during the 90-day period commencing on the effective date of such cessation of
employment, but only during the option term, to the extent Optionee was entitled
under Section 1(c) hereof to exercise the option on the effective date of such
cessation of employment. The portion of the option which may not become
exercisable pursuant to the preceding sentence shall be cancelled as of the
effective date of Optionee's cessation of employment.
6. The option may not be transferred by Optionee other than:
(a) by will, the laws of descent and distribution or pursuant to the
beneficiary designation procedures approved by the Company;
(b) in whole or in part to one or more transferees; provided that (i) any such
transfer must be without consideration, (ii) each transferee must be a
member of Optionee's "immediate family," a trust established for the
exclusive benefit of Optionee and/or one or more members of Optionee's
immediate family or a partnership whose sole equity owners are Optionee
and/or members of Optionee's immediate family, and (iii) such transfer is
specifically approved by the Vice President, Compensation and Benefits or
the Committee administering the Plan following the receipt of a completed
Assignment of Option to Purchase Common Stock attached hereto as Exhibit A;
or
(c) as otherwise set forth in an amendment to this Agreement.
Optionee hereby acknowledges that Optionee will recognize income upon exercise
of a transferred option and Optionee hereby agrees to pay to the Company such
amount as the Company is advised it is required under applicable federal, state,
local or other tax laws to withhold and pay over to governmental taxing
authorities by reason of the purchase of shares of common stock pursuant to the
option.
In the event the option is transferred as contemplated in this Section 6, such
transfer shall become effective when approved by the Vice President,
Compensation and Benefits or a member of the Committee administering the Plan
(as evidenced by counterexecution of the Assignment of Option to Purchase Common
Stock on behalf of the Company), and such option may not be subsequently
transferred by the transferee other than by will or the laws of descent and
distribution. Any transferred option shall continue to be governed by and
subject to the terms and conditions of the Plan and the transferee shall be
entitled to the same rights as Optionee as if no transfer had taken place.
During Optionee's lifetime the option is exercisable only by Optionee or
Optionee's guardian, personal representative or similar person or by a
transferee permitted under paragraph (b) or (c) above. Except as permitted by
the foregoing, the option may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of the option, the option and all rights hereunder shall
immediately become null and void. As used in this Section,
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"immediate family" shall mean, with respect to any person, any spouse, child,
stepchild or grandchild, and shall include relationships arising from legal
adoption.
7. In the event of the death of Optionee (a) during the five-year period
commencing on the effective date of Optionee's cessation of employment by reason
of retirement on or after age 65, retirement on or after age 55 with the consent
of the Company or total and permanent disability or (b) during the 90-day period
commencing on the effective date of Optionee's cessation of employment for any
other reason, the option may be exercised by the executor, administrator,
personal representative or beneficiary of Optionee during the 90-day period
commencing on the date of Optionee's death, but only during the option term, to
the extent Optionee was entitled to exercise the option on the date of
Optionee's death.
8. Notwithstanding anything in the Plan to the contrary, in the event
Optionee ceases to be employed by the Company for any reason other than death,
retirement on or after age 65, retirement on or after age 55 with the consent of
the Company or total and permanent disability (i) the Committee administering
the Plan may, in its sole discretion, cancel this option, in whole or in part,
whether or not vested or deferred and (ii) Optionee shall repay to the Company,
within five business days after receipt by Optionee of a written demand
therefor, an amount in cash determined by multiplying (i) the number of shares
of common stock purchased by Optionee pursuant to the exercise of any option
(including this option) during the six month period ending on the effective date
of such cessation of employment by (ii) the difference between (A) the fair
market value of a share of common stock on such date of exercise (based upon the
average of the high and low prices of the common stock on the New York Stock
Exchange on the date of exercise) and (B) the purchase price per share of common
stock set forth in the first paragraph of this Agreement. Such cancellation or
repayment obligation shall be effective as of the date specified by the
Committee. Any repayment obligation may be satisfied in common stock or cash or
a combination thereof (based upon the closing price of the common stock on the
New York Stock Exchange on the day prior to the date of payment), and the
Company may provide
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for any offset to any future payments owed by the Company or any subsidiary to
Optionee if necessary to satisfy the payment obligation. This Section 8 shall
have no application following a Change in Control.
9. Upon the occurrence of any of the following events subsequent to the
option date, the option shall be adjusted as follows:
(a) Appropriate adjustments shall be made by the Committee administering
the Plan in the number of shares purchasable under the option to give
effect to any stock splits, stock dividends and other relevant changes
in capitalization.
(b) In case the Company shall effect a merger, consolidation or other
reorganization pursuant to which the outstanding shares of common
stock of the Company shall be exchanged for other shares, securities
or consideration of the Company or of another corporation or entity a
party to such merger, consolidation or other reorganization, Optionee
shall have the right to purchase, at the aggregate option price
provided for in this Agreement and on the same terms and conditions,
the kind and number of other shares, securities or consideration of
the Company or such other corporation or entity which would have been
issuable or payable to Optionee in respect of the number of shares of
common stock of the Company which were subject to the option
immediately prior to the effective date of such merger, consolidation
or other reorganization had such shares then been owned by Optionee.
The Company agrees that it will make appropriate provisions for the
preservation of Optionee's option rights in any agreement or plan
which it enters into or adopts to effect any such merger,
consolidation or other reorganization.
Any adjustment required as a result of the foregoing provisions of this
Section 9 shall be effected in such manner that the difference between the
aggregate fair market value of the other shares, securities or consideration
subject to the option immediately after giving effect to
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such adjustment and the aggregate option price of such other shares, securities
or consideration shall be substantially equal to (but shall not be more than)
the difference between the aggregate fair market value of the shares subject to
the option immediately prior to such adjustment and the aggregate option price
of such shares. Any adjustments made under this Section shall be determined by
the Committee administering the Plan.
10. For purposes of this Agreement, employment by the Company shall be
deemed to include employment by a corporation which is a "parent corporation" or
a "subsidiary corporation" of the Company (as defined in Section 425 of the
Internal Revenue Code of 1986 (hereinafter called the "Code")), employment by
any corporation which succeeds to the obligations of the Company hereunder
pursuant to Section 9(b) hereof, and employment by a corporation which is a
"parent corporation" or a "subsidiary corporation" of any such corporation (as
defined in the above-mentioned section of the Code).
11. The option is subject to the condition that if the listing,
registration or qualification of the shares subject to the option on any
securities exchange or under any state or federal law, or if the assent or
approval of any regulatory body shall be necessary as a condition of, or in
connection with, the granting of the option or the delivery or purchase of
shares thereunder, the 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. The Company agrees to use its best efforts to
obtain any such requisite listing, registration, qualification, consent or
approval.
12. The Committee administering the Plan, as from time to time
constituted, shall have the right to determine any questions which arise in
connection with this Agreement or the option. This Agreement and the option are
subject to the provisions of the Plan and shall be interpreted in accordance
therewith.
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13. This Agreement shall not be construed as an employment contract and
does not give the Optionee any right to continued employment by the Company, and
the fact that the termination of Optionee's employment occurs during the option
term shall in no way be construed as giving the Optionee the right to continue
in the Company's employ.
14. The option shall not be treated as an incentive stock option within
the meaning of Section 422 of the Code.
15. This Agreement shall be binding upon and shall inure to the benefit of
any successor or successors of the Company and any person or persons who shall,
upon the death of the Optionee, acquire any rights in the option.
16. Any notice, including a notice of exercise of the option, required to
be given hereunder to the Company shall be addressed to the Company at its
office at 00 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, attention of the
Vice President, Compensation and Benefits, and any notice required to be given
hereunder to Optionee shall be addressed to Optionee at Optionee's residence
address as shown in the Company's records, subject to the right of either party
hereafter to designate in writing to the other some other address. Any such
notice shall be deemed to have been duly given on the day that such notice is
received by the Vice President, Compensation and Benefits. Any such notice shall
be (i) delivered to the Vice President, Compensation and Benefits by personal
delivery, facsimile, United States mail or by express courier service and (ii)
deemed to be received upon personal delivery, upon confirmation of receipt of
facsimile transmission or upon receipt by the Vice President, Compensation and
Benefits if by United States mail or express courier service; provided, however,
that if any notice is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.
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IN WITNESS WHEREOF, X. X. XXXXXXXXX & SONS COMPANY has caused this
instrument to be executed as of the day and year first above written.
X. X. XXXXXXXXX & SONS COMPANY
By____________________________
Name:
Title:
The terms and conditions of the
foregoing Stock Option Agreement
are hereby accepted by the
undersigned this _____ day of
__________________, 199_
_________________________________
Optionee
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X. X. XXXXXXXXX & SONS COMPANY
STOCK OPTION AGREEMENT
----------------------
(for participants in Senior Officer Incentive Compensation Plan only)
X. X. XXXXXXXXX & SONS COMPANY, a Delaware corporation (herein called
the "Company"), acting pursuant to the provisions of its 1995 Stock Incentive
Plan, which was approved by the stockholders on March 23, 1995 (herein called
the "Plan"), hereby grants to _______ (herein called "Optionee"), as of
________________ (herein called the "option date"), an option to purchase from
the Company ______ shares of common stock of the Company, par value $1.25 per
share (herein called "common stock"), at a price of ______ per share (herein
called the "option") to be exercisable during the term commencing on the first
anniversary of the option date and ending on the first business day preceding
the tenth anniversary of the option date (herein called the "option term"), but
only upon the following terms and conditions:
1. The option may be exercised by Optionee, in whole or in part, from
time to time, during the option term only in accordance with the following
conditions and limitations:
(a) Except as provided in Sections 5 and 7 hereof, Optionee must, at any time
the option becomes exercisable and at any time the option is exercised,
have been continuously in the employment of the Company since the date
hereof. Leave of absence for periods and purposes conforming to the
personnel policies of the Company and approved by the Committee
administering the Plan shall not be deemed terminations of employment or
interruptions of continuous service.
(b) Unless a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), is in effect as to the shares purchasable
under the option, no shares of common stock may be purchased under the
option unless, prior to the purchase thereof, the Company shall have
received an opinion of counsel to the effect that the sale of such shares
by the Company to Optionee will not constitute a violation of the
Securities Act. Optionee hereby agrees that as a condition of exercise,
Optionee will, if requested by the Company, submit a written statement, in
form satisfactory to counsel for the Company, to the effect that any shares
of common stock purchased upon exercise of the option will be purchased for
investment and not with a view to the distribution thereof within the
meaning of the Securities Act, and the Company shall have the right, in its
discretion, to cause the certificates (or other evidence of ownership)
representing shares of common stock purchased under the option to be
appropriately legended to refer to such undertaking or to any legal
restrictions imposed upon the transferability thereof by reason of such
undertaking.
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(c) (1) Subject to Sections 5 and 7 hereof and subsection (2) below, at
any time on and after the dates indicated in column (1), Optionee may
purchase such whole number of shares of common stock which, when added to
all shares theretofore purchased under the option, does not exceed the
total number of shares subject to the option multiplied by the percentage
indicated in column (2) opposite such respective date, as follows:
(1) (2)
Date Percentage of Total
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_______________, 1996 20%
______, 1997 40%
______, 1998 60%
______, 1999 100%
(2) Notwithstanding the foregoing subsection (1), if while any portion of
the option is outstanding and unexercisable, a Change in Control (as
defined in the Plan) occurs, then from and after the Acceleration Date (as
defined in the Plan), the option shall be exercisable with respect to all
of the shares of common stock subject to such portion of the option.
(d) No fractional shares may be purchased at any time.
2. Subject to the limitations herein set forth, the option may be
exercised by delivery of written notice to the Company specifying the number of
shares of common stock to be purchased and accompanied by payment in full of the
option price (or arrangement made for such payment to the Company's
satisfaction) for the number of shares so purchased. No shares of common stock
may be purchased under the option unless Optionee (or in the event of Optionee's
death, Optionee's executor, administrator or personal representative or
Optionee's beneficiary designated pursuant to the Beneficiary Designation Form
attached hereto as Exhibit A (herein called a "Beneficiary")) shall pay to the
Company such amount as the Company is advised it is required under applicable
federal, state, local or other tax laws to withhold and pay over to governmental
taxing authorities by reason of the purchase of shares of common stock pursuant
to the option.
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The option price and any federal, state, local and other taxes
required to be withheld in connection with such exercise may be paid (i) in
cash, (ii) by delivering previously owned whole shares of common stock (which
Optionee has held for at least six months prior to the delivery of such shares
or which Optionee purchased on the open market and for which Optionee has good
title, free and clear of all liens and encumbrances) having a fair market value
equal to the option price and such amount of tax, (iii) with respect to taxes
only, by authorizing the Company to withhold whole shares of common stock which
would otherwise be delivered having a fair market value equal to such amount of
tax, or (iv) in a combination thereof. Payment of the option price and such
tax, or any part thereof, in previously owned shares of common stock shall not
be effective unless Optionee delivers one or more stock certificates (or
otherwise delivers shares of common stock to the satisfaction of the Company)
representing shares having a fair market value on the date of exercise equal to
or in excess of the option price and such tax, or applicable portion thereof,
accompanied by such endorsements, signature guarantees or other documents or
assurances as may reasonably be required to effect the transfer to the Company
of such number of shares. If Optionee delivers a certificate or certificates
(or otherwise delivers shares of common stock to the satisfaction of the
Company) representing shares in excess of the number required to cover the
option price and such tax, a certificate (or other evidence of ownership)
representing such excess number of shares will be issued and redelivered to
Optionee. For purposes of this Agreement, the fair market value of the common
stock on a specified date shall be determined by reference to the average of the
high and low transaction prices in trading of the common stock on such date as
reported in the New York Stock Exchange-Composite Transactions, or, if no such
trading in the common stock occurred on such date, then on the next preceding
date when such trading occurred; provided, that if the Committee administering
the Plan shall determine that such New York Stock Exchange-Composite
Transactions prices are not representative of the fair market value, such
Committee shall determine such fair market value by such other appropriate means
as it shall determine.
3. Upon exercise of the option in whole or in part pursuant to
Section 2 hereof, the Company shall deliver or cause to be delivered a
certificate (or other evidence of ownership) representing the number of shares
specified against payment therefor and shall pay all original issue or transfer
taxes and all other fees and expenses incident to such delivery.
4. Optionee shall be entitled to the privileges of ownership with
respect to shares subject to the option only with respect to shares purchased
upon exercise of all or part of the option and as to which Optionee becomes a
stockholder of record.
5. (a) If Optionee ceases to be employed by the Company by reason of
death at any time prior to the first anniversary of the Option Date, then from
and after the date of death the option shall be exercisable only to the extent
it is exercisable on the date of death by the executor, administrator, personal
representative or Beneficiary of Optionee during the 90-day period commencing on
the date of Optionee's death, but only during the option term. If Optionee
ceases to be employed by the Company by reason of death at any time on or after
the first anniversary of the option date, then from and after the date of death
the option shall be exercisable by the executor, administrator, personal
representative or Beneficiary of Optionee during the 90-day period commencing on
the date of Optionee's death, but only during the option term, with respect to
all of the shares of common stock subject to the option.
-3-
(b) If Optionee ceases to be employed by the Company by reason of
retirement on or after age 65, retirement on or after age 55 with the consent of
the Company or total and permanent disability at any time prior to the first
anniversary of the Option Date, then from and after the effective date of such
cessation of employment the option shall be exercisable only to the extent it is
exercisable on the effective date of such cessation of employment by Optionee
during the five-year period commencing on the effective date of such cessation
of employment, but only during the option term. If Optionee ceases to be
employed by the Company by reason of retirement on or after age 65, retirement
on or after age 55 with the consent of the Company or total and permanent
disability at any time on or after the first anniversary of the option date,
then from and after the effective date of such cessation of employment the
option shall be exercisable by Optionee during the five-year period commencing
on the effective date of such cessation of employment, but only during the
option term, with respect to all of the shares of common stock subject to the
option.
(c) If Optionee ceases to be employed by the Company for any reason
other than death, retirement on or after age 65, retirement on or after age 55
with the consent of the Company or total and permanent disability, then from and
after the effective date of such cessation of employment the option shall be
exercisable by Optionee during the 90-day period commencing on the effective
date of such cessation of employment, but only during the option term, to the
extent Optionee was entitled under Section 1(c) hereof to exercise the option on
the effective date of such cessation of employment. The portion of the option
which may not become exercisable pursuant to the preceding sentence shall be
cancelled as of the effective date of Optionee's cessation of employment.
6. The option may not be transferred by Optionee other than:
(a) by will, the laws of descent and distribution or pursuant to the
beneficiary designation procedures approved by the Company;
(b) in whole or in part to one or more transferees; provided that (i) any such
transfer must be without consideration, (ii) each transferee must be a
member of Optionee's "immediate family," a trust established for the
exclusive benefit of Optionee and/or one or more members of Optionee's
immediate family or a partnership whose sole equity owners are Optionee
and/or members of Optionee's immediate family, and (iii) such transfer is
specifically approved by the Vice President, Compensation and Benefits or
the Committee administering the Plan following the receipt of a completed
Assignment of Option to Purchase Common Stock attached hereto as Exhibit A;
or
(c) as otherwise set forth in an amendment to this Agreement.
Optionee hereby acknowledges that Optionee will recognize income upon exercise
of a transferred option and Optionee hereby agrees to pay to the Company such
amount as the Company is advised it is required under applicable federal, state,
local or other tax laws to withhold and pay over to governmental taxing
authorities by reason of the purchase of shares of common stock pursuant to the
option.
In the event the option is transferred as contemplated in this Section 6, such
transfer shall become effective when approved by the Vice President,
Compensation and Benefits or a member of the Committee administering the
-4-
Plan (as evidenced by counterexecution of the Assignment of Option to Purchase
Common Stock on behalf of the Company), and such option may not be subsequently
transferred by the transferee other than by will or the laws of descent and
distribution. Any transferred option shall continue to be governed by and
subject to the terms and conditions of the Plan and the transferee shall be
entitled to the same rights as Optionee as if no transfer had taken place.
During Optionee's lifetime the option is exercisable only by Optionee or
Optionee's guardian, personal representative or similar person or by a
transferee permitted under paragraph (b) or (c) above. Except as permitted by
the foregoing, the option may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of the option, the option and all rights hereunder shall
immediately become null and void. As used in this Section, "immediate family"
shall mean, with respect to any person, any spouse, child, stepchild or
grandchild, and shall include relationships arising from legal adoption.
7. In the event of the death of Optionee (a) during the five-year
period commencing on the effective date of Optionee's cessation of employment by
reason of retirement on or after age 65, retirement on or after age 55 with the
consent of the Company or total and permanent disability or (b) during the 90-
day period commencing on the effective date of Optionee's cessation of
employment for any other reason, the option may be exercised by the executor,
administrator, personal representative or Beneficiary of Optionee during the 90-
day period commencing on the date of Optionee's death, but only during the
option term, to the extent Optionee was entitled to exercise the option on the
date of Optionee's death.
8. Notwithstanding anything in the Plan to the contrary, in the event
Optionee ceases to be employed by the Company for any reason other than death,
retirement on or after age 65, retirement on or after age 55 with the consent of
the Company or total and permanent disability (i) the Committee administering
the Plan may, in its sole discretion, cancel this option, in whole or in part,
whether or not vested or deferred and (ii) Optionee shall repay to the Company,
within five business days after receipt by Optionee of a written demand
therefor, an amount in cash determined by multiplying (i) the number of shares
of common stock purchased by Optionee pursuant to the exercise of any option
(including this option) during the six month period ending on the effective date
of such cessation of employment by (ii) the difference between (A) the fair
market value of a share of common stock on such date of exercise (based upon the
average of the high and low prices of the common stock on the New York Stock
Exchange on the date of exercise) and (B) the purchase price per share of common
stock set forth in the first paragraph of this Agreement. Such cancellation or
repayment obligation shall be effective as of the date specified by the
Committee. Any repayment obligation may be satisfied in common stock or cash or
a combination thereof (based upon the closing price of the common stock on the
New York Stock Exchange on the day prior to the date of payment), and the
Company may provide for any offset to any future payments owed by the Company or
any subsidiary to Optionee if necessary to satisfy the payment obligation. This
Section 8 shall have no application following a Change in Control.
9. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of common stock other than a regular cash dividend,
-5-
the number and class of securities subject to the option and the purchase price
per security shall be appropriately adjusted by the Committee without an
increase in the aggregate purchase price, other than an increase resulting from
rounding. If any adjustment would result in a fractional security being subject
to the Option, the Company shall pay the Optionee, in connection with the first
exercise of the Option, in whole or in part, occurring after such adjustment, an
amount in cash determined by multiplying (i) the fraction of such security
(rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the fair
market value of the common stock on the exercise date over (B) the exercise
price of the option. The decision of the Committee regarding the amount and
timing of any adjustment pursuant to this Section 9 shall be final, binding and
conclusive.
10. For purposes of this Agreement, employment by the Company shall
be deemed to include employment by a corporation which is a majority-owned
subsidiary of the Company, employment by an entity (for example, a partnership)
which is, directly or indirectly, wholly-owned by the Company and employment by
any corporation which succeeds to the obligations of the Company hereunder
pursuant to Section 9 hereof.
11. The option is subject to the condition that if the listing,
registration or qualification of the shares subject to the option on any
securities exchange or under any state or federal law, or if the assent or
approval of any regulatory body shall be necessary as a condition of, or in
connection with, the granting of the option or the delivery or purchase of
shares thereunder, the 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. The Company agrees to use its best efforts to
obtain any such requisite listing, registration, qualification, consent or
approval.
12. The Committee administering the Plan, as from time to time
constituted, shall have the right to determine any questions which arise in
connection with this Agreement or the option. This Agreement and the option are
subject to the provisions of the Plan and shall be interpreted in accordance
therewith.
13. This Agreement shall not be construed as an employment contract
and does not give the Optionee any right to continued employment by the Company
or any affiliate of the Company, and the fact that the termination of Optionee's
employment occurs during the option term shall in no way be construed as giving
the Optionee the right to continue in the Company's or any such affiliate's
employ.
14. The option shall not be treated as an incentive stock option
within the meaning of Section 422 of the Code.
15. This Agreement shall be binding upon and shall inure to the
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of the Optionee, acquire any rights in the option.
16. Any notice, including a Beneficiary Designation Form and a notice
of exercise of the option, required to be given hereunder to the Company shall
be addressed to the Company at its office at 00 Xxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000-0000, attention of the Vice President, Compensation and Benefits,
and any notice required to be given hereunder to Optionee shall
-6-
be addressed to Optionee at Optionee's residence address as shown in the
Company's records, subject to the right of either party hereafter to designate
in writing to the other some other address. Any such notice shall be deemed to
have been duly given on the day that such notice is received by the Vice
President, Compensation and Benefits. Any such notice shall be (i) delivered to
the Vice President, Compensation and Benefits by personal delivery, facsimile,
United States mail or by express courier service and (ii) deemed to be received
upon personal delivery, upon confirmation of receipt of facsimile transmission
or upon receipt by the Vice President, Compensation and Benefits if by United
States mail or express courier service; provided, however, that if any notice is
not received during regular business hours, it shall be deemed to be received on
the next succeeding business day of the Company.
17. The option, this Agreement, and all determinations made and
actions taken pursuant hereto and thereto, to the extent not governed by the
laws of the United States, shall be governed by the laws of the State of
Delaware and construed in accordance therewith without giving effect to
principles of conflicts of laws.
-7-
IN WITNESS WHEREOF, X. X. XXXXXXXXX & SONS COMPANY has caused this
instrument to be executed as of the day and year first above written.
X. X. XXXXXXXXX & SONS COMPANY
By____________________________
Name:
Title:
The terms and conditions of the
foregoing Stock Option Agreement
are hereby accepted by the
undersigned this _____ day of
__________________, 199_
____________________________
-8-
X. X. XXXXXXXXX & SONS COMPANY
STOCK OPTION AGREEMENT
----------------------
(For Non-Employee Directors)
X. X. XXXXXXXXX & SONS COMPANY, a Delaware corporation (herein called
the "Company"), acting pursuant to the provisions of its 1995 Stock Incentive
Plan, which was approved by the stockholders on March 23, 1995 (herein called
the "Plan"), hereby grants to ______________ (herein called "Optionee"), as of
____________ (herein called the "option date"), an option to purchase from the
Company ______ shares of common stock of the Company, par value $1.25 per share
(herein called "common stock"), at a price of $________ per share (herein called
the "option") to be exercisable during the term (i) commencing on the earlier to
occur of (A) the date which is the first anniversary of the option date or (B)
the day immediately preceding the date of the first annual meeting of
stockholders of the Company following the option date and (ii) ending on the
first business day preceding the tenth anniversary of the option date (herein
called the "option term"), but only upon the following terms and conditions:
1. The option may be exercised by Optionee, in whole or in part, from
time to time, during the option term only in accordance with the following
conditions and limitations:
(a) Except as provided in Sections 5 and 7 hereof, Optionee must, at any time
the option becomes exercisable and at any time the option is exercised,
have been continuously a non-employee director of the Company since the
date hereof.
(b) Unless a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), is in effect as to the shares purchasable
under the option, no shares of common stock may be purchased under the
option unless, prior to the purchase thereof, the Company shall have
received an opinion of counsel to the effect that the sale of such shares
by the Company to Optionee will not constitute a violation of the
Securities Act. Optionee hereby agrees that as a condition of exercise,
Optionee will, if requested by the Company, submit a written statement, in
form satisfactory to counsel for the Company, to the effect that any shares
of common stock purchased upon exercise of the option will be purchased for
investment and not with a view to the distribution thereof within the
meaning of the Securities Act, and the Company shall have the right, in its
discretion, to cause the certificates (or other evidence of ownership)
representing shares of common stock purchased under the option to be
appropriately legended to refer to such
-1-
undertaking or to any legal restrictions imposed upon the transferability
thereof by reason of such undertaking.
(c) (1) Subject to Sections 5 and 7 hereof, at any time on and after the
earlier to occur of (i) the date which is first anniversary of the option
date or (ii) the day immediately preceding the date of the first annual
meeting of stockholders of the Company following the option date (provided
that the date of such annual meeting is at least three hundred fifty-five
(355) days after the option date), Optionee may purchase all of the shares
of common stock subject to the option.
(2) Notwithstanding the foregoing subsection (1), if while any portion of
the option is outstanding and unexercisable, a Change in Control (as
defined in the Plan) occurs, then from and after the Acceleration Date (as
defined in the Plan), the option shall be exercisable with respect to all
of the shares of common stock subject to such portion of the option.
(d) No fractional shares may be purchased at any time.
2. Subject to the limitations herein set forth, the option may be
exercised by delivery of written notice to the Company specifying the number of
shares of common stock to be purchased and accompanied by payment in full of the
option price (or arrangement made for such payment to the Company's
satisfaction) for the number of shares so purchased.
The option price may be paid (i) in cash, (ii) by delivering
previously owned whole shares of common stock (which Optionee has held for at
least six months prior to the delivery of such shares or which Optionee
purchased on the open market and for which Optionee has good title, free and
clear of all liens and encumbrances) having a fair market value equal to the
option price, or (iii) in a combination thereof. Payment of the option price, or
any part thereof, in previously owned shares of common stock shall not be
effective unless Optionee delivers one or more stock certificates (or otherwise
delivers shares of common stock to the satisfaction of the Company) representing
shares having a fair market value on the date of exercise equal to or in excess
of the option price, or applicable portion thereof, accompanied by such
endorsements, signature guarantees or other documents or assurances as may
reasonably be required to effect the transfer to the Company of such number of
shares. If Optionee delivers a certificate or certificates (or otherwise
delivers shares of common stock to the satisfaction of the Company)
-2-
representing shares in excess of the number required to cover the option price,
a certificate (or other evidence of ownership) representing such excess number
of shares will be issued and redelivered to Optionee. For purposes of this
Agreement, the fair market value of the common stock on a specified date shall
be determined by reference to the average of the high and low transaction prices
in trading of the common stock on such date as reported in the New York Stock
Exchange-Composite Transactions, or, if no such trading in the common stock
occurred on such date, then on the next preceding date when such trading
occurred; provided, that if the Committee administering the Plan shall determine
that such New York Stock Exchange-Composite Transactions prices are not
representative of the fair market value, such Committee shall determine such
fair market value by such other appropriate means as it shall determine.
3. Upon exercise of the option in whole or in part pursuant to
Section 2 hereof, the Company shall deliver or cause to be delivered a
certificate (or other evidence of ownership) representing the number of shares
specified against payment therefor and shall pay all original issue or transfer
taxes and all other fees and expenses incident to such delivery.
4. Optionee shall be entitled to the privileges of ownership with
respect to shares subject to the option only with respect to shares purchased
upon exercise of all or part of the option and as to which Optionee becomes a
stockholder of record.
5. (a) If Optionee ceases to serve as a non-employee director of the
Company by reason of death, then from and after the date of death the option
shall be exercisable by the executor, administrator, personal representative or
Optionee's beneficiary designated pursuant to the Beneficiary Designation Form
attached hereto as Exhibit A (herein called a "Beneficiary") during the 90-day
period commencing on the date of Optionee's death, but only during the option
term, to the extent Optionee was entitled under Section 1(c) hereof to exercise
the option on the date of Optionee's death. The portion of the option which may
not become exercisable pursuant to the preceding sentence shall be cancelled as
of the date of Optionee's death.
-3-
(b) If Optionee ceases to serve as a non-employee director of the
Company by reason of retirement or total and permanent disability, then from and
after the effective date of such cessation of service the option shall be
exercisable by Optionee during the five-year period commencing on the effective
date of such cessation of service, but only during the option term, to the
extent Optionee was entitled under Section 1(c) hereof to exercise the option on
the effective date of such cessation of service. The portion of the option which
may not become exercisable pursuant to the preceding sentence shall be cancelled
as of the effective date of Optionee's cessation of service.
(c) If Optionee ceases to serve as a non-employee director of the
Company for any reason other than death, retirement or total and permanent
disability, then from and after the effective date of such cessation of service
the option shall be exercisable by Optionee during the 90-day period commencing
on the effective date of such cessation of service, but only during the option
term, to the extent Optionee was entitled under Section 1(c) hereof to exercise
the option on the effective date of such cessation of service. The portion of
the option which may not become exercisable pursuant to the preceding sentence
shall be cancelled as of the effective date of Optionee's cessation of service.
6. The option may not be transferred by Optionee other than:
(a) by will, the laws of descent and distribution or pursuant to the
beneficiary designation procedures approved by the Company;
(b) in whole or in part to one or more transferees; provided that (i) any such
transfer must be without consideration, (ii) each transferee must be a
member of Optionee's "immediate family," a trust established for the
exclusive benefit of one or more members of Optionee's immediate family or
a partnership whose sole equity owners are members of Optionee's immediate
family, and (iii) such transfer is specifically approved by the Vice
President, Compensation and Benefits or the Committee administering the
Plan following the receipt of a completed Assignment of Option to Purchase
Common Stock attached hereto as Exhibit A; or
(c) as otherwise set forth in an amendment to this Agreement.
-4-
Optionee hereby acknowledges that Optionee will recognize income upon exercise
of a transferred option and Optionee hereby agrees to pay to the Company such
amount as the Company is advised it is required under applicable federal, state,
local or other tax laws to withhold and pay over to governmental taxing
authorities by reason of the purchase of shares of common stock pursuant to the
option.
In the event the option is transferred as contemplated in this Section 6, such
transfer shall become effective when approved by the Vice President,
Compensation and Benefits or a member of the Committee administering the Plan
(as evidenced by counterexecution of the Assignment of Option to Purchase Common
Stock on behalf of the Company), and such option may not be subsequently
transferred by the transferee other than by will or the laws of descent and
distribution. Any transferred option shall continue to be governed by and
subject to the terms and conditions of the Plan and the transferee shall be
entitled to the same rights as Optionee as if no transfer had taken place.
During Optionee's lifetime the option is exercisable only by Optionee or
Optionee's guardian, personal representative or similar person or by a
transferee permitted under paragraph (b) or (c) above. Except as permitted by
the foregoing, the option may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process. Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of the option, the option and all rights hereunder shall
immediately become null and void. As used in this Section, "immediate family"
shall mean, with respect to any person, any spouse, child, stepchild or
grandchild, and shall include relationships arising from legal adoption.
7. In the event of the death of Optionee (a) during the five-year period
commencing on the effective date of Optionee's cessation of service as a non-
employee director by reason of retirement or total and permanent disability or
(b) during the 90-day period commencing on the effective date of Optionee's
cessation of service as a non-employee director for any other reason, the option
may be exercised by the executor, administrator, personal representative or
Beneficiary of Optionee during the 90-day period commencing on the date of
Optionee's death, but only during the option term, to the extent Optionee was
entitled to exercise the option on the date of Optionee's death.
8. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of common stock other than a regular cash dividend, the
number and class of securities subject to the option and the purchase price per
security shall be appropriately adjusted by the Committee without an increase in
the aggregate purchase price, other than an increase resulting from rounding. If
any adjustment
-5-
would result in a fractional security being subject to the Option, the Company
shall pay the Optionee, in connection with the first exercise of the Option, in
whole or in part, occurring after such adjustment, an amount in cash determined
by multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the excess, if any, of (A) the fair market value of the
common stock on the exercise date over (B) the exercise price of the option. The
decision of the Committee regarding the amount and timing of any adjustment
pursuant to this Section 8 shall be final, binding and conclusive.
9. The option is subject to the condition that if the listing,
registration or qualification of the shares subject to the option on any
securities exchange or under any state or federal law, or if the assent or
approval of any regulatory body shall be necessary as a condition of, or in
connection with, the granting of the option or the delivery or purchase of
shares thereunder, the 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. The Company agrees to use its best efforts to
obtain any such requisite listing, registration, qualification, consent or
approval.
10. The Committee administering the Plan, as from time to time
constituted, shall have the right to determine any questions which arise in
connection with this Agreement or the option. This Agreement and the option are
subject to the provisions of the Plan and shall be interpreted in accordance
therewith.
11. The option shall not be treated as an incentive stock option within
the meaning of Section 422 of the Code.
12. This Agreement shall be binding upon and shall inure to the benefit of
any successor or successors of the Company and any person or persons who shall,
upon the death of the Optionee, acquire any rights in the option.
-6-
13. Any notice, including a Beneficiary Designation Form and a notice of
exercise of the option, required to be given hereunder to the Company shall be
addressed to the Company at its office at 00 Xxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000-0000, attention of the Vice President, Compensation and Benefits,
and any notice required to be given hereunder to Optionee shall be addressed to
Optionee at Optionee's residence address as shown in the Company's records,
subject to the right of either party hereafter to designate in writing to the
other some other address. Any such notice shall be deemed to have been duly
given on the day that such notice is received by the Vice President,
Compensation and Benefits. Any such notice shall be (i) delivered to the Vice
President, Compensation and Benefits by personal delivery, facsimile, United
States mail or by express courier service and (ii) deemed to be received upon
personal delivery, upon confirmation of receipt of facsimile transmission or
upon receipt by the Vice President, Compensation and Benefits if by United
States mail or express courier service; provided, however, that if any notice is
not received during regular business hours, it shall be deemed to be received on
the next succeeding business day of the Company.
-7-
14. The option, this Agreement, and all determinations made and actions
taken pursuant hereto and thereto, to the extent not governed by the laws of the
United States, shall be governed by the laws of the State of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of laws.
IN WITNESS WHEREOF, X.X. XXXXXXXXX & SONS COMPANY has caused this
instrument to be executed as of the day and year first above written.
X.X. XXXXXXXXX & SONS COMPANY
By____________________________
Name:
Title:
The terms and conditions of the
foregoing Stock Option Agreement
are hereby accepted by the
undersigned this ____ day of
___________
____________________________
-8-
Exhibit A
X.X. XXXXXXXXX & SONS COMPANY
1995 STOCK INCENTIVE PLAN
BENEFICIARY DESIGNATION FORM
----------------------------
Stock Option Agreement (the "Option") dated: ________________
(fill in option date)
You may designate a primary beneficiary and a secondary beneficiary.
You may name more than one person as a primary or secondary beneficiary. For
example, you may wish to name your spouse as primary beneficiary and your
children as secondary beneficiaries. Your secondary beneficiary(ies) will
receive nothing if any of your primary beneficiaries survive you. All primary
beneficiaries will share equally unless you indicate otherwise. The same rule
applies for secondary beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and
relationship to you):
___________________________________________________
___________________________________________________
___________________________________________________
Secondary Beneficiary(ies) (give name, address and
relationship to you):
___________________________________________________
___________________________________________________
___________________________________________________
I certify that my designation of beneficiary set forth
above is my free act and deed.
If you are married and are not naming your spouse as the sole primary
beneficiary, please print the name, address and social security number of your
spouse in the following space:
______________________________________________________________________________
______________________________________________________________________________
_________________________ _______________________________
Name (Please Print) Signature
______________________________
Date
This Beneficiary Designation Form shall be effective on the day it is
received by the Vice President, Compensation and Benefits of the Company at 00
Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. This Form shall be (i)
delivered to the Vice President, Compensation and Benefits by personal delivery,
facsimile, United States mail or by express courier service and (ii) deemed to
be received upon personal delivery, upon confirmation of receipt of facsimile
transmission or upon receipt by the Vice President, Compensation and Benefits if
by United States mail or express courier service; provided, however, that if
this Form is not received during regular business hours, it shall be deemed to
be received on the next succeeding business day of the Company.
NOTICE: The signature on this Beneficiary Designation Form shall correspond to
the name in which the Option is registered in the books and records of the
Company; provided, however, that if the person executing this Form is not such
registered owner, proof of such person's right to execute this Form is being
delivered with this Form. The Company shall have sole and final authority to
determine whether such proof is satisfactory.
-9-
