STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated April 16, 1999 (the "Option Agreement"),
between Xxxxxx Industries, Inc., a Texas corporation (the "Company"), and Xxxx
X. Xxxxxx (the "Optionee").
WHEREAS, the Company and the Optionee have entered into an Agreement, dated
April 16, 1999 (the "Agreement"); and
WHEREAS, such Agreement provides for the Company to grant a stock option to
the Optionee.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee, subject
to the terms and conditions set forth hereinafter, in the Company's 1999
Performance Incentive Plan (the "Plan") and in the Agreement, an option (the
"Option") to purchase from the Company 6,000 shares (the "Option Shares") of
Common Stock, par value $2.50 per share, of the Company at a purchase price of
$13.0625 per share.
2. Term of Option. The Option shall expire, and all rights granted
hereunder to purchase the Option Shares shall terminate, 5 years from the date
of this Option Agreement.
3. Vesting of Option. The Option shall become fully exercisable on the
second anniversary of the date hereof; provided, however, that in the event of a
Change in Control (as defined in the Agreement), the Option shall become fully
vested and immediately exercisable.
4. Exercise of Option. The Option shall be exercised, subject to the
conditions set forth in Section 5 hereof, by the Optionee's delivering written
notice of the exercise of the Option or any portion thereof to the Company's
Treasurer (or any other officer of the Company who is designated by the Company
to accept such notices on its behalf), specifying the number of shares for which
it is exercised. The Option price shall be paid in full at the time of exercise
either (i) in cash by United States currency or check, (ii) with the consent of
the Company, by tendering to the Company Mature shares of Common Stock of the
Company held by the Optionee having a fair market value equal to the Option
price, or (iii) any combination of (i) and (ii), above; at the election of the
Optionee, any tax due on the gain realized upon exercise of an Option may
likewise be paid, with the consent of the Company, as aforesaid, and in
addition, with the consent of the Company, through withholding by the Company of
Option shares being exercised and having a fair market value equal to the Option
price for an amount that is no more than the minimum required tax withholding.
Mature shares are defined as shares owned by the Optionee for at least six
months prior to the date tendered for use as payment for option shares or
minimum taxes owed. Upon exercise of the Option or any portion thereof, the
Company will, as promptly as practicable, issue and deliver at the Company's
corporate office a stock certificate or certificates representing the Option
Shares so purchased. If the Company shall determine that it is required to
withhold any federal, state or local taxes as a result of the Optionee's
exercise of the Option, the Company shall give notice thereof to the Optionee
and the Company shall not be obligated to issue any Option Shares until the
Optionee shall have paid to the Company by certified or cashier's check or paid
through withholding of Option Shares, as described above, the amount of such
withholding taxes.
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5. Certain Conditions to Exercise of the Option. The Option Shares
delivered pursuant to the exercise of the Option may be subject to certain
restrictions as provided in the Plan.
6. Non-Assignability of Option. This Option shall not be transferable or
assignable by the Optionee otherwise than as permitted by the Plan.
7. Changes to Capital Structure. In the event of any stock dividend,
stock split, combination of shares, merger, consolidation, recapitalization,
reclassification or other similar capital or corporate structure change, the
number of Option Shares unpurchased and remaining subject to this Option and the
purchase price of such Option Shares shall be appropriately adjusted to reflect
such change.
8. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be delivered personally, sent by
facsimile transmission or certified, registered or express mail or overnight
courier service (postage and other charges prepaid), addressed:
If to the Optionee to:
Xxxx X. Xxxxxx
If to the Company to:
Xxxxxx Industries, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Secretary
or to such other address as the person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above, and
such notice or communication shall be deemed given when received if personally
delivered or sent by facsimile transmission, or three days after being placed in
the U.S. mail if sent by registered or certified mail, or one day after being
sent by express mail or overnight courier.
9. Miscellaneous. The Optionee shall have no rights as a shareholder of
the Company or any claim to dividends with respect to any Option Shares until
such Option Shares are issued to the Optionee by the Company. Nothing contained
in this Option shall confer upon the Optionee any rights with respect to the
Company except as specifically set forth herein.
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10. Incorporation of Agreement Provisions. This Option Agreement is made
pursuant to the Plan and is subject to all of the terms and provisions of the
Plan as if the same were fully set forth herein. Capitalized terms not
otherwise defined herein shall have the same meanings set forth for such terms
in the Plan.
11. Governing Law. This Option Agreement shall be governed by and
construed in accordance with the law of the State of Texas.
12. Counterparts. This Option Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Option Agreement has been executed by the Company
and the Optionee as of the date first above written.
OPTIONEE:
/S/XXXX X. XXXXXX
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Xxxx X. Xxxxxx
XXXXXX INDUSTRIES, INC.
By: /S/XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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