EXHIBIT 10.4
XXXXX XXXXXX INCORPORATED
NONQUALIFIED STOCK OPTION AGREEMENT
Grantee Shares Granted
Pursuant to action taken by the Compensation Committee of the Board of Directors
of Xxxxx Xxxxxx Incorporated, a Delaware corporation (the "Company"), for the
purposes of administration of the Xxxxx Xxxxxx Incorporated 1998 Employee Stock
Option Plan (the "Plan"), the above-named Grantee is hereby granted a
nonqualified stock option to purchase the above number of shares of the
Company's $1 par value per share common stock at the exercise price of $21.00
for each share subject to this option, payable at the time of exercise. Subject
to the terms of the Plan and this Stock Option Agreement regarding exercise,
this option will vest and become exercisable with respect to increments of
thirty-three and one-third percent (33-1/3%) of the shares subject to this
option on the first day of October in each of the years 1999, 2000 and 2001,
provided the Grantee remains employed by the Company or its subsidiaries. This
option may not be exercised after October 1, 2008.
The following provisions will apply in the event of Grantee's termination of
employment:
1. If Grantee's employment is terminated for any reason (other than
fraud, theft, embezzlement, conflict of interest, death, retirement or
disability which is covered by paragraphs 2, 3 and 4 below), this option will
wholly and completely terminate on the date of termination of employment, to the
extent it is not then exercisable; however, to the extent the option is
exercisable, Grantee shall have three months from the date of termination of
employment to exercise the option but in no event later than October 1, 2008.
2. If Grantee's employment is terminated because of fraud, theft or
embezzlement committed against the Company or one of its subsidiaries, or for
conflict of interest as provided in the Plan, this option will wholly and
completely terminate on the date of termination of employment.
3. In the event of the retirement (such that the Grantee's age plus
years of service with the Company equals or exceeds 65) or disability of the
Grantee, all granted but unvested options shall immediately vest upon the
Grantee's retirement or disability. The Grantee shall have three years from the
date of termination of employment due to retirement or disability to exercise
this option (but in no event later than October 1, 2008).
4. Upon the death of the Grantee in active service, all granted but
unvested options shall immediately vest upon the Grantee's death and otherwise
shall be exercisable for a period of one year following Grantee's death (but in
no event later than October 1, 2008).
Cashless exercise, in accordance with the terms of the Plan, shall be available
to Grantee for the shares subject to this option.
To the extent the exercise of this option results in taxable income to Grantee,
the Company is authorized to withhold from any remuneration payable to Grantee
any tax required to be withheld by reason of such taxable income.
This option is granted under and is subject to all of the provisions of the
Plan. This option is not transferable by the Grantee otherwise than by will or
by the laws of descent and distribution, and is exercisable during the Grantee's
lifetime only by the Grantee.
Date of Grant: October 1, 1998
XXXXX XXXXXX INCORPORATED
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X.X. XXXXXX
SENIOR VICE PRESIDENT
