EXHIBIT 4.3
XXXXXXXXXX LABORATORIES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
WITH NONEMPLOYEE DIRECTOR
This Agreement, made as of ________________________, 19____, by and between
XXXXXXXXXX LABORATORIES, INC., a Texas corporation (the "Company"), and
_______________________
_________________________ ("Director"),
W I T N E S S E T H:
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WHEREAS, the Company's 1995 Stock Option Plan (the "Plan") provides that a
four-year, nonqualified stock option to purchase 2,500 shares of the Company's
Common Stock shall be granted automatically, on the date of each annual meeting
of shareholders of the Company, to each person who (i) is a nonemployee director
of the Company on the date of such grant and immediately following such annual
meeting and (ii) has served in that capacity for at least six months immediately
preceding the date of such grant; and
WHEREAS, the annual meeting of shareholders of the Company for the current
calendar year was held on the date of this Agreement, and Director satisfies the
conditions described in clauses (i) and (ii) of the immediately preceding
paragraph and is willing to accept the option that he is entitled to receive
under the Plan on the date of this Agreement;
NOW, THEREFORE, the Company and Director hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
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have the following meanings, respectively:
(a) "Affiliate" shall have the meaning set forth in Article I, Section
1.02(a) of the Plan and shall include any party now or hereafter coming
within that definition.
(b) "Board" means the Board of Directors of the Company.
(c) "Commencement Date" shall mean the date of this Agreement.
(d) "Common Stock" shall have the meaning set forth in Article I,
Section 1.02(e) of the Plan.
(e) "Expiration Date" shall mean the date which is four (4) years from
and inclusive of the date of this Agreement. (By way of example, if the
date of this Agreement were January 1, 1996, the Expiration Date would be
December 31, 1999.)
2. Option. The Company hereby grants to Director the option to purchase,
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on the terms hereinafter set forth, 2,500 shares of the Company's Common Stock
at a price of $_______ per share during the period beginning on the
Commencement Date and ending
on the Expiration Date. Except as otherwise provided herein, this option shall
remain effective during its entire term, regardless of whether the Director
continues to serve as a director of the Company. In the event of Director's
death on or before the Expiration Date, the executor or administrator of
Director's estate or anyone who shall have acquired this option by will or
pursuant to the laws of descent and distribution may exercise this option at any
time on or before the Expiration Date, to the extent Director was entitled to do
so at the time of his death. Notwithstanding anything to the contrary herein,
this option shall terminate immediately on the termination of Director's Board
membership if he ceases to serve on the Board by reason of his (a) fraud or
intentional misrepresentation, or (b) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any Affiliate.
The Stock Option Committee that administers the Plan shall have the
authority to make, in its sole discretion, any and all determinations that are
required to be made in connection with this Agreement regarding the reasons for
or circumstances of Director's ceasing to serve on the Board, including but not
limited to the determinations of (1) whether Director ceased to serve on the
Board for any of the reasons set forth in clause (a) or clause (b) of the
immediately preceding paragraph and (2) what criteria or requirements, if any,
should be applied in making the determinations described in clause (1) of this
sentence.
3. Exercisability. Subject to the provisions of Section 2 hereof, this
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option may be exercised in whole at any time, or in part from time to time,
during the period beginning on the Commencement Date and ending on the
Expiration Date. Notwithstanding any contrary indication in this Agreement, no
fractional shares of Common Stock may be purchased upon exercise of this option.
4. Manner of Exercise. This option may be exercised by written notice
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signed by the person entitled to exercise the same and delivered to the
President of the Company or sent by United States registered mail addressed to
the Company (for the attention of the President) at its corporate office in
Irving, Texas. Such notice shall state the number of shares of Common Stock as
to which this option is exercised and shall be accompanied by payment of the
full purchase price of such shares, plus the amount of any federal, state or
local taxes required by law to be paid or withheld in connection with such
exercise.
5. Payment. The purchase price for shares of Common Stock purchased upon
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exercise of this option shall be paid in cash or by check in United States
dollars.
6. Delivery of Shares. Delivery of the certificate or certificates
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representing the shares of Common Stock purchased upon exercise of this option
shall be made promptly after the Company's receipt of notice of exercise and
payment. If the Company so elects, its obligation to deliver shares of Common
Stock upon the exercise of this option shall be conditioned upon its receipt
from the person exercising this option of any additional documents that, in the
opinion of the Company and its legal counsel, are required in order to comply
with any applicable law.
7. Adjustments. In the event that, before delivery by the Company of all
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the shares of Common Stock in respect of which this option is granted, the
Company shall have
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effected a Common Stock split or a dividend payable in Common Stock, or the
outstanding Common Stock of the Company shall have been combined into a smaller
number of shares, the shares of Common Stock still subject to this option shall
be increased or decreased to reflect proportionately the increase or decrease in
the number of shares outstanding, and the purchase price per share shall be
decreased or increased to make the aggregate purchase price for all the shares
then subject to this option the same as immediately prior to such stock split,
stock dividend or combination. In the event of a reclassification of the shares
of Common Stock not covered by the foregoing, or in the event of a liquidation
or reorganization (including a merger, consolidation or sale of assets) of the
Company, the Board shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares still subject to
this option.
8. Transferability. This option is not transferable otherwise than by
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will or the laws of descent and distribution, and during the lifetime of
Director this option is exercisable only by Director or, if Director is legally
incompetent, by Director's legal representative.
9. Board Membership. Nothing in this Agreement confers upon Director any
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right to continue to serve as a director of the Company, nor shall this
Agreement interfere in any manner with the right of the Company's shareholders
to terminate Director's position as a director of the Company with or without
cause at any time.
10. Option Subject to Plan. By execution of this Agreement, Director
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agrees that this option and the shares of Common Stock to be received upon
exercise hereof shall be governed by and subject to all applicable provisions of
the Plan.
11. Construction. This option shall not be treated as an incentive stock
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option under Section 422 of the Internal Revenue Code of 1986, as amended. This
Agreement is governed by, and shall be construed and enforced in accordance
with, the laws of the State of Texas. Words of any gender used in this
Agreement shall be construed to include any other gender, unless the context
requires otherwise. The headings of the various sections of this Agreement are
intended for convenience of reference only and shall not be used in construing
the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
XXXXXXXXXX LABORATORIES, INC.
By:_____________________________________
Xxxxxxx X. Xxxxxx, Ph.D., President
_______________________________
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Signature of Director
________________________________
[Type or Print Name of Director]
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RECORD OF EXERCISE
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DATE NO. OF SHARES EXERCISED INITIAL/AGREED
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____________ _______________________ ______________
____________ _______________________ ______________
____________ _______________________ ______________
____________ _______________________ ______________
____________ _______________________ ______________
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