EXHIBIT 10.4
DOMINION HOMES, INC.
STOCK OPTION AGREEMENT
(Employee Nonqualified Stock Option)
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants an
option (this "Option") to purchase its common shares, without par value (the
"Shares"), to the Optionee named below. The terms and conditions of this Option
are set forth in this Agreement (which includes this cover sheet), in the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan prospectus are
attached.
Option Grant Date: July 1, 2003
Name of Optionee: Xxxxxx X. Xxxxx, Xx.
Number of Shares Covered by Option: 15,000
Exercise Price per Share: $24.24, which is intended to be not less than 100
percent of the Fair Market Value of the Shares on the Option Grant Date
Vesting Schedule: Subject to all of the terms and conditions set forth in this
Agreement and the Plan, your right to purchase Shares under this Option shall
vest as follows: 1/3 of the Shares on each of the 1st, 2nd and 3rd Anniversaries
of the Option Grant Date. No Shares shall vest in any event after your
employment with the Company and all Subsidiaries ("Service") has Terminated for
any reason.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described in this Agreement and in the Plan.
Optionee: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx.
Company: By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, President
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DOMINION HOMES, INC.
STOCK OPTION AGREEMENT
(Employees' Nonqualified Stock Option)
The Plan and The text of the Plan, as it may be amended from time
Other Agreements to time, is incorporated in this Agreement by
reference. This Agreement (which includes the cover
sheet) and the Plan constitute the entire
understanding between you and the Company regarding
this Option. Any prior agreements, commitments or
negotiations concerning this Option are superseded.
In the event that any provision in this Agreement
conflicts with any term in the Plan, the term in the
Plan shall be deemed controlling. Certain capitalized
terms used in this Agreement are defined in the Plan.
Nonqualified Stock Option This Option is not intended to qualify as an
Incentive Stock Option under section 422 of the Code
and shall be interpreted accordingly.
Vesting This Option is only exercisable before it expires
and then only with respect to the vested portion of
this Option. This Option will vest according to the
Vesting Schedule on the cover sheet.
Term This Option will expire in any event at the close of
business at Company headquarters on the day before
the ten (10) year anniversary of the Option Grant
Date, as shown on the cover sheet. This Option will
expire earlier if you Terminate, as described below.
Regular Termination If you Terminate for any reason, other than because
of your death, Disability or Retirement or because
you were Terminated for Cause, then this Option will
expire at the close of business at the Company's
headquarters on the ninetieth (90th) day after your
Termination (or, if earlier, the expiration date
specified in the cover sheet). This Option will not
continue to vest during such ninety (90) day period
but you may exercise any Shares which were vested as
of your Termination during such ninety (90) day
period.
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Terminated for If you are Terminated for Cause, as determined by the
Cause Committee in its sole discretion,then this Option
will immediately expire and you will immediately
forfeit all rights to this Option.
Death If you Terminate because of your death, then this
Option will expire at the close of business at the
Company's headquarters on the date twelve (12) months
after the date of death (or, if earlier, the
expiration date specified in the cover sheet). Your
estate or heirs may exercise this Option at any time
during this period.
Disability If you Terminate because of your Disability, this
Option will expire at the close of business at
Company headquarters on the date twelve (12) months
after your Termination (or, if earlier, the
expiration date specified in the cover sheet).
Retirement If you Terminate because of your Retirement, this
Option will expire at close of business at Company
headquarters on the date twelve (12) months after
your Termination (or, if earlier, the expiration date
specified in the cover sheet).
Notice of Exercise When you wish to exercise this Option, you must
notify the Company by filing an appropriate "Notice
of Exercise" form at the Company's headquarters. Your
notice must specify how many Shares you wish to
purchase (which may not be less than 100 shares or,
if smaller, the number of remaining Shares subject to
this Option) and how your Shares should be registered
(in your name only or in your and your spouse's names
as joint tenants or as joint tenants with right of
survivorship). Your notice will be effective when it
is received by the Company. If someone else wants to
exercise this Option after your death, that person
must prove to the Company's satisfaction that he or
she is entitled to do so.
Form of Payment When you submit your notice of exercise, you must
include payment of the Exercise Price per Share for
the Shares you are purchasing. Payment may be made in
cash, a cashier's check or a money order or, you may
exercise this Option by tendering Shares you already
have owned for at least six months and that have a
fair market value equal to the Exercise Price per
Share for the Shares you are purchasing.
Withholding Taxes You will not be allowed to exercise this Option
unless you make acceptable arrangements to pay any
withholding or other taxes that may be due as a
result of the exercise of this Option
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or the sale of Shares acquired under this Option.
Restrictions on Exercise and By signing this Agreement, you agree not to
Resale exercise this Option or sell any Shares acquired
under this Option at a time when applicable laws,
regulations or Company or underwriter trading
policies prohibit exercise, sale or issuance of
Shares. The Company will not permit you to
exercise this Option if the issuance of Shares at
that time would violate any law or regulation.
The Company shall have the right to designate one
or more periods of time, each of which shall not
exceed one hundred eighty (180) days in length,
during which this Option shall not be exercisable
if the Committee determines in its sole
discretion that such limitation on exercise could
in any way facilitate a lessening of any
restriction on transfer pursuant to the
Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws
with respect to any issuance of securities by the
Company, facilitate the registration or
qualification of any securities by the Company
under the Securities Act or any state securities
laws, or facilitate the perfection of any
exemption from the registration or qualification
requirements of the Securities Act or any state
securities laws for the issuance or transfer of
any securities. Such limitation on exercise shall
not alter the Vesting Schedule set forth on the
cover page other than to limit the periods during
which this Option shall be exercisable.
Transfer of Option Prior to your death, only you may exercise this
Option and you may not transfer or assign this
Option except to the Company. For instance, you
may not sell this Option or use it as security
for a loan. If you attempt to do any of these
things, this Option will immediately become
invalid. You may, however, dispose of this Option
in your will and, if the Company agrees, you may
transfer this Option to a revocable trust for the
benefit or your family or to a charitable
organization but only if you contact the Company
before this transfer is made. Regardless of any
marital property settlement agreement, the
Company is not obligated to honor a notice of
exercise from your spouse, nor is the Company
obligated to recognize your spouse's interest in
this Option in any other way.
No Employment Rights Neither this Option nor this Agreement gives you
the right to continue in the employment of the
Company or any Subsidiary. The Company and each
Subsidiary reserves the right to Terminate you at
any time and for any reason.
No Shareholder Rights Neither you, nor your estate or heirs, shall have
any rights as a shareholder of the Company until
this Option has been exercised and a certificate
for the Shares being acquired has
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been issued. No adjustments will be made for
dividends or other rights if the applicable record
date occurs before the certificate for the Shares is
issued, except as described in the Plan.
Adjustments The Committee may adjust the number of Shares covered
by this Option and the exercise price per Share under
certain circumstances as provided in the Plan.
Notwithstanding anything to the contrary contained in
this Agreement, this Option (and the vesting thereof)
shall be subject to the terms of the agreement of
merger, liquidation or reorganization in the event
the Company becomes subject to such corporate
activity.
Applicable Law This Agreement shall be interpreted and enforced
under the laws of the State of Ohio.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described above and in the Plan.
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