EXHIBIT 99.16
XXXXXXX.XXX, LTD.
AWARD AGREEMENT -- NON-QUALIFIED STOCK OPTIONS
AWARD AGREEMENT between XXXXXXX.XXX, LTD., a Delaware corporation
(the "Company"), and the person designated as the "Recipient" below.
WHEREAS, the Company has determined to grant the Recipient Awards under
its Stock Award Plan (the "Plan") a copy of which is on file at the Company's
corporate offices; and
WHEREAS, the Plan provides that Awards be granted pursuant to Award
Agreements;
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:
1. GRANT. The Company hereby grants to the Recipient a non-qualified
stock option ("NQSQ") to purchase the number of shares of Common Stock (the
"NQSQ Shares"), at the purchase price, set forth below. This NQSQ is granted
subject to the terms and conditions of the Plan, which are incorporated herein
by reference (terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Plan).
2. VESTING; TERM. The NQSQ shall be exercisable for a period of 10
years from the date first set forth at the foot hereof (the "Term") and shall
become exercisable as to the number of NQSQ Shares over the Term at the times
indicated below:
NUMBER OF SHARES ON OR AFTER
3. REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF THE
RECIPIENT UPON EXERCISE OF NQSQ. The Recipient agrees that in the event that the
Company and the Company's counsel deem it necessary or advisable in the exercise
of their discretion, the issuance of NQSQ Shares may be conditioned upon the
Recipient's making certain representations, warranties, covenants and
acknowledgments relating to compliance with applicable securities laws.
4. SHAREHOLDERS AGREEMENT. The Recipient acknowledges and agrees
that upon exercise of this NQSQ, in whole or in part, the NQSQ shares will be
subject to that certain Shareholders Agreement dated as of February 22, 1997
(as the same may be amended or supplemented, the "Shareholders Agreement"), a
copy of which is on file at the Company's corporate office (to the extent it
may then be in effect generally). Accordingly, the Recipient agrees to be
bound by the Shareholders Agreement upon exercise of this NQSQ as if
signatory thereto.
5. CHANGE IN CONTROL. In the event of a Change of Control, all of the
NQSQ Shares shall become immediately exercisable and shall remain exercisable
for the balance of their ten year term. For purposes of this Agreement, a
"Change in Control" shall be deemed to occur upon (a) any person or entity
purchasing more than 50% of the Company's common stock as such would be
determined pursuant to Section 13(d) and (g) of the Securities Exchange Act of
1934, as amended, (b) the Company merging or consolidating one or more
corporations where the Company's common stock is exchanged for less than 50% of
the voting stock of the surviving corporation or (c) the sale, assignment,
transfer, or other disposition of assets of the Company having a value in excess
of 50% of the total assets of the Company.
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6. EXPIRATION UPON A TERMINATION.
(a) FOR CAUSE. If the Recipient's employment with the Company is
terminated by the Company for "Cause" during the term of this NQSQ, the term
hereof shall be deemed to have automatically expired immediately upon such
termination of the Recipient for "Cause." For purposes of this Agreement,
"Cause" shall mean the Recipient's willful refusal or unreasonable failure to
perform his duties to the Company; acts or omissions by the Recipient
constituting gross neglect or dereliction of duties; fraud or dishonesty; or
conviction of the Recipient of a felony.
(b) OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If the Recipient's
employment with the Company is terminated for any reason other than Cause, a
Change in Control, death or disability (as defined in the Plan), the Recipient
shall be entitled to exercise the NQSQ granted hereunder, to the extent the
right to so exercise had accrued at the date of termination and had not been
previously exercised, for a period of thirty days after such termination date,
subject to all other provisions hereof and of the Plan.
7. NON-TRANSFERABILITY. This NQSQ shall not be transferable by the
Recipient otherwise than by will or the applicable laws of descent and
distribution and shall be exercisable during the Recipient's lifetime only by
the Recipient.
8. TAX OBLIGATIONS. The Recipient acknowledges that the transfer of any
NQSQ Shares in accordance with this Agreement may have federal, state or local
tax implications for the Recipient and the Recipient understands that the
Company is not undertaking to bear any obligation of the Recipient so created.
The Recipient acknowledges and agrees that any and all such tax obligations
shall be the sole responsibility of the Recipient. or warranties regarding tax
or any other aspect of this NQSQ.
9. STOCK CERTIFICATES' RESTRICTIVE LEGENDS. Stock certificates
evidencing NQSQ Shares may bear such restrictive legends as the Company and the
Company's counsel deem necessary or advisable.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts
entered into and wholly to be performed within the State of New York.
11. NO TAX OR OTHER ADVICE, ETC. The Recipient acknowledges that he/she
has not relied on, and none of the Company or any of its representatives has
given, any representations or warranties, or any advice, with respect to the
income tax or other consequences of the transactions contemplated by this
Agreement. The Recipient represents that he/she has sufficient knowledge, and/or
has consulted his/her own advisors, with respect to such consequences.
12. ACCEPTANCE OF TERMS OF THE AGREEMENT AND THE PLAN. By execution and
delivery hereof, the Recipient expressly indicates acceptance and ratification
of, and consent to, the terms and conditions of the Plan and any action taken
under the Plan by the Company or the Compensation Committee of the Board of
Directors of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth at the foot hereof.
XXXXXXX.XXX, LTD.
By:
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Name:
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Title:
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RECIPIENT
By:
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Name:
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Total Number of NQSO Shares:
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Price Per Share: $
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Dated as of
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