Exhibit 4.3
STOCK OPTION AWARD AND AGREEMENT
NONQUALIFIED STOCK OPTION
You have been awarded an option to purchase shares of the common stock of Xxxxx
Inc. ("the Company"). Please read and return this Agreement as requested below.
GRANT: The Company grants to you, the Optionee named below, a Nonqualified Stock
Option (the "Option") to purchase shares of the Company's common stock (the
"Shares") as follows:
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Optionee: Shares: Exercise Price: Grant Date:
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Name Shares Grant_Price Grant_Date
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INDUCEMENT AWARD: By accepting this Option you understand and agree that while
the Option is not granted subject to and in accordance with the terms of the
Xxxxx Inc. 2000 Employee Stock Option Plan (the "2000 Plan"), it shall
nevertheless be subject to the definitions, terms and conditions of the 2000
Plan as though issued thereunder to the extent such terms and conditions do not
conflict with the terms of this Agreement.
VESTING: The Option will become exercisable as follows: (a) 50% of the Option
will vest over time (the "Time Award"), with one third of the Time Award vesting
on the first anniversary of the date of grant, one sixth of the Time Award
vesting eighteen months after the date of grant ("Grant Date"), one sixth of the
Time Award vesting twenty-four months after the date of grant, one sixth of the
Time Award vesting thirty months after the Grant Date and one sixth of the Time
Award vesting thirty-six months after the Grant Date; and (b) 50% of the options
will vest, after the first anniversary of the Grant Date, according to
performance (the "Performance Award"), with one third of the Performance Award
vesting upon Company's achieving a stock price equal to or greater than 115% of
the exercise price for twenty consecutive trading days, one third of the
Performance Award vesting upon Company's achieving a stock price equal to or
greater than 115% of the first performance vesting price for twenty consecutive
trading days and one third of the Performance Award vesting upon Company's
achieving a stock price equal to or greater than 115% of the second performance
vesting price for twenty consecutive trading days. Notwithstanding this vesting
schedule for the Performance Award, the
unvested portion of the Performance Award Option will vest in full on the fifth
anniversary of the date of grant.
TERM: Except as otherwise provided in the 2000 Plan, and except that unvested
options terminate immediately upon termination of employment, the Option
terminates on the earlier of: (i) ten years less one day from the Grant Date; or
(ii) three months from the date of termination of your employment with the
Company for any reason other than disability or death; or (iii) twelve months
from the date of termination of your employment with the Company by reason of
disability or death.
EXERCISE: The Option may be exercised in whole or in part for the number of
Shares specified in a written notice that is delivered to the Company and is
accompanied by full payment in cash or in other shares of the Company's common
stock that have been owned by you for at least six months (either by delivery or
attestation). You will have no rights in the Shares purchased until certificates
for those Shares have been issued in your name and delivered.
TAXES: You must pay all U.S. federal, state and local taxes, including
withholding taxes, if any, resulting from the exercise of the Option and the
subsequent sale of the Shares. If the grant or exercise of the Option or the
subsequent sale of Shares generates an obligation for the Company to withhold
taxes, the Company may require you to remit cash, or make other arrangements,
sufficient to satisfy the Company's withholding obligations in advance of the
delivery of any Share certificates.
CONDITIONS: The Option is governed by the terms of this Agreement and the 2000
Plan to the extent such terms and conditions do not conflict with the term of
this Agreement. The rights and obligations of each of the Company and you under
this Agreement also are governed by and subject to applicable federal, state and
local laws and rules.
INTEGRATION: This Agreement supersedes and replaces any prior oral or written
agreements or understandings in respect of the matters addressed hereby.
ACKNOWLEDGEMENT: Your signature on this Agreement also constitutes your
acknowledgement that you have received a copy of the 2000 Plan.
ACCEPTANCE: To accept this award, please sign and return the original Agreement.
Without your signature, this Agreement is not valid.
XXXXX INC.
By:
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Xxxxxxx X. Xxxxx
Vice President and General Counsel
OPTIONEE:
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Optionee Signature
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Print Name
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Home Address
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City, State, Zip
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Social Security Number
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Date Accepted
Schedule of Awards
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Optionee Shares
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Xxxxxx Xxxxxxx 1,000
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Xxxx Xxxxx 1,800
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Xxxxxx Xxxxxx 1,800
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Xxxxx Xxxxxx 5,000
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