STOCK OPTION AGREEMENT (Non-Qualified Director Stock Option)
Exhibit 4.2
(Non-Qualified Director Stock Option)
THIS AGREEMENT is made to be effective as of February 2, 2004 by and between Core Molding
Technologies, Inc., a Delaware corporation (the “COMPANY”), and Xxxxx Xxxxxxx (the “OPTIONEE”).
Vesting Schedule
100% vested as | ||
of 2/2/2004 | ||
Total Number | Number of | |
of Shares | Shares | |
33,250 | 33,250 |
[Vesting Schedule to be revised/updated accordingly for each Director to reflect
grandfathered vesting dates]
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(A) In the event that any dividend or other distribution (whether in the form of Shares, other
securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other
securities of the COMPANY, issuance of warrants or other rights to purchase Shares or other
securities of the COMPANY, or other similar corporate transaction or event affects the Shares such
that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under this Agreement to the OPTIONEE, then the
COMPANY’s Board of Directors shall proportionately adjust either or both (as necessary) of (i) the
number of Shares or other securities of the COMPANY (or number and kind of other securities or
property) subject to the Option and (ii) the exercise price with respect to the OPTION;
(B) Notice of any adjustment pursuant to this Section 4 shall be given by the COMPANY to the
OPTIONEE.
(A) During the lifetime of the OPTIONEE, the Option shall not be assignable or transferable
and may be exercised only by the OPTIONEE, or, if permissible under applicable law, by the
OPTIONEE’s guardian or legal representative, as determined by the COMPANY.
(B) The Option may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the OPTIONEE otherwise than by will or the laws of descent and
distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the COMPANY or any Subsidiary. For purposes of
this Agreement, the term “Subsidiary” means any corporation, partnership, joint venture, affiliate
or other entity in which the COMPANY has a majority voting interest.
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(A) Except as otherwise provided in this Agreement, the Option (i) is exercisable only by the
OPTIONEE during his lifetime, (ii) is exercisable only while the OPTIONEE is a member of the Board
of Directors of the COMPANY or a Subsidiary of the COMPANY and then only if the Option has become
exercisable by its terms, and (iii) if not exercisable by its terms at the time the OPTIONEE ceases
to be a member of the Board of Directors of the COMPANY or its Subsidiaries, shall immediately
expire on the date of termination of such service.
(B) Except as otherwise provided in this Section 6, if the Option is exercisable by its terms
at the time the OPTIONEE ceases to be a member of the Board of Directors of the COMPANY or its
Subsidiaries, it must be exercised on or before the earlier of twelve months after the date of
termination of service or the fixed expiration date of the Option, after which period the Option
shall expire; except that if the OPTIONEE ceases to be a member of the Board of Directors of the
COMPANY after having been convicted of, or pled guilty or nolo contendere to, a felony, his Option
shall be canceled on the date he ceases to be a member of the Board of Directors.
(C) Notwithstanding any provision contained herein, in the event of the death of the OPTIONEE
while a member of the Board of Directions of the COMPANY or its Subsidiaries, the unexercised
portion of the Option (to the extent then exercisable by its terms) shall be exercisable by his
estate for a period ending on the earlier of the fixed expiration date of the Option or twelve
months after the date of death, after which period the Option shall expire. For purposes hereof,
the estate of the OPTIONEE shall be defined to include the legal representative thereof or any
person who has acquired the right to exercise the Option by reason of the death of the OPTIONEE.
9. Governing Law. The rights and obligations of the OPTIONEE and the COMPANY under
this Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to the conflict of laws principles thereof) in all respects,
including, without limitation, matters relating to the validity, construction,
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interpretation, administration, effect, enforcement, and remedies provisions of this
Agreement, except to the extent preempted by applicable federal law.
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COMPANY: Core Molding Technologies, Inc., a Delaware Corporation |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President and CEO | |||
OPTIONEE: |
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/s/ Xxxxx X. Xxxxxxx | ||||
Xxxxx Xxxxxxx |
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