EXHIBIT 4.4
NONINCENTIVE STOCK OPTION AGREEMENT
XXXXX CORPORATION
2000 DIRECTOR STOCK OPTION PLAN
A Nonincentive Stock Option for a total of _________ shares of Common
Stock, par value $0.10 per share, of Xxxxx Corporation (the "Company"), is
hereby granted to
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions and provisions of, the 2000 Director Stock
Option Plan for Xxxxx Corporation (the "Plan"), which is incorporated herein by
reference.
1. Option Price. The option price is $_________ for each share, being 100%
of the ------------ Fair Market Value (as defined in the Plan) of the Common
Stock on __________, the date the Optionee was first elected as a Director.
2. Exercise of Option. This Option shall be exercisable in whole or in part
on or ------------------ after the Date of Grant as follows:
(i) Method of Exercise. This Option shall be exercisable by a written
notice ------------------ delivered to the Company which shall:
(a) state the election to exercise the Option and the number of
shares in respect of which it is being exercised; and
(b) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to the
Company, of the right of such person or persons to exercise the
Option.
(ii) Payment. Payment of the purchase price of any shares with respect
to which this Option is being exercised shall be by cash, certified or
cashier's check, money order, personal check, shares of Common Stock of the
Company, or by a combination of the above, delivered to the Company and the
exercise shall not be effective until such payment is made. If the exercise
price is paid in whole or in part with shares of Common Stock of the
Company, the value of the shares surrendered shall be their Fair Market
Value on the date received by the Company. The certificate or certificates
for shares of Common Stock as to which the Option shall be exercised shall
be registered in the name of the person or persons exercising the Option.
(iii) Withholding. Optionee shall make satisfactory arrangements for
the ----------- withholding of any amounts necessary for withholding in
accordance with applicable Federal or State income tax laws.
(iv) Restrictions on Exercise. ------------------------
(a) This Option may not be exercised if the issuance of the
shares upon such exercise would constitute a violation of any
applicable Federal or State securities or other law or valid
regulation. As a condition to the exercise of this Option, the Company
may require the person exercising this Option to make any agreements
and undertakings that may be required by any applicable law or
regulation.
(b) Shares issued upon the exercise of this Option without
registration of such shares under the Securities Act of 1933, as
amended (the "Act"), shall be restricted securities subject to the
terms of Rule 144 under the Act. The certificates representing any
such shares shall bear an appropriate legend restricting transfer and
the transfer agent of the Company shall be given stop transfer
instructions with respect to such shares.
3. Nontransferability of Option. This Option may not be transferred by the
Optionee otherwise than by will or the laws of descent and distribution and so
long as the Optionee lives, only the Optionee or his guardian or legal
representative shall have the right to exercise this Option. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
4. Term of Option. This Option may not be exercised after the expiration of
ten (10) years from the Date of Grant of this Option and is subject to earlier
termination as provided in the Plan. This Option may be exercised during such
times only in accordance with the Plan and the terms of this Option.
Date of Grant: XXXXX CORPORATION
--------------------------------
_______________ By
Optionee acknowledges receipt of a copy of the Plan, and represents
that he is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions of the Plan. Optionee
hereby agrees to accept as binding, conclusive and final all decision or
interpretations of the Committee (as defined in the Plan) upon any questions
arising under the Plan.
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Optionee
