EXHIBIT 10(f)
Option No.: ISO99-________________ Grantee:___________________________
Grant Date: ______________________ Expiration Date: __________________
Number of Shares: ________________ Exercise Price: ___________________
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HASTINGS MANUFACTURING COMPANY
________________
INCENTIVE STOCK
OPTION AGREEMENT
PURSUANT TO
STOCK OPTION AND RESTRICTED
STOCK PLAN OF 1997
________________
This Incentive Stock Option Agreement (the "Agreement") is made
as of the Grant Date set forth above by and between HASTINGS MANUFACTURING
COMPANY ("Hastings") and the grantee named above (the "Grantee").
The Hastings Manufacturing Company Stock Option and Restricted
Stock Plan of 1997 (the "Plan") is administered by the Compensation
Committee of Hastings's Board of Directors (the "Committee"). The
Committee has determined that the Grantee is eligible to participate in the
Plan and to grant to the Grantee an option to purchase shares of Hastings'
common stock, $2 par value ("Common Stock"), from Hastings. All of the
rights of the Grantee are subject to the terms, conditions and provisions
of the Plan, which are incorporated by reference into this Agreement.
The Grantee acknowledges receipt of a copy of the Plan and the
Plan Description and accepts this option subject to all of the terms,
conditions and provisions of the Plan, and subject to the following further
terms and conditions:
1. GRANT. Hastings grants to the Grantee an option to purchase
shares of Hastings' Common Stock as set forth above. This option is an
incentive stock option as defined in Section 422(b) of the Internal Revenue
Code of 1986, as amended (the "Code"). If the aggregate fair market value
(determined at the time of grant) of the stock with respect to which
incentive stock options are exercisable for the first time by the Grantee
during any calendar year exceeds $100,000, taking into account options
under the Plan and all other stock option plans of Hastings, options
exceeding the $100,000 limitation shall be considered nonqualified stock
options.
2. PRICE. The price of the shares of Common Stock to be purchased
upon exercise of this option shall be the Exercise Price per share set
forth above (subject to adjustment as provided in the Plan).
3. EXERCISE. The right to exercise this option shall commence on
the Grant Date shown above and shall terminate on the Expiration Date shown
above, unless earlier terminated under the Plan. The Grantee's right to
exercise this option shall vest in the manner specified in EXHIBIT A. The
Committee may, in its sole discretion, accelerate the vesting of the option
at any time before full vesting; PROVIDED, HOWEVER, that if any such
acceleration would cause a portion of the option not to qualify as an
incentive stock option, the Committee may divide the option and stock
issued upon exercise into incentive stock option shares and nonqualified
option shares. The Grantee shall deliver to Xxxxxxxx at the time of payment
an executed notice of exercise in the form of EXHIBIT B, which shall be
effective upon receipt by the Chief Financial Officer at Hastings' main
office, accompanied by full payment (as set forth below) of the option
price. Xxxxxxxx will deliver to the Grantee a certificate or certificates
for such shares; PROVIDED, HOWEVER, that the time of delivery may be
postponed for such period as may be required for Hastings with reasonable
diligence to comply with any registration requirements under the Securities
Act of 1933, the Securities Exchange Act of 1934, any requirements under
any other law or regulation applicable to the issuance, listing or transfer
of such shares, or any agreement or regulation of any exchange or quotation
service upon which shares of Common Stock may be listed or quoted for
trading. If the Grantee fails to accept delivery of and pay for all or any
part of the number of shares specified in the notice upon tender or
delivery of the shares, the Grantee's right to exercise the option with
respect to such undelivered shares shall terminate.
4. PAYMENT BY THE GRANTEE. The Exercise Price for each share
purchased under this option shall be payable in cash (or by certified
check, bank draft or money order) or, if the Committee consents, in shares
of Common Stock (including Common Stock to be received upon a simultaneous
exercise) or other consideration substantially equivalent to cash. The
Committee may permit payment of all or a portion of the Exercise Price in
the form of a promissory note or in installments according to terms
approved by the Committee. The Board of Directors of Hastings may restrict
or suspend the power of the Committee to permit such loans and may require
that adequate security be provided. For purposes of payment to Hastings in
whole or in part with shares of Common Stock (including shares of Common
Stock to be received upon a simultaneous exercise), shares of Common Stock
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shall be valued as follows: (a) if shares of Common Stock are listed or
quoted for trading on an exchange or quotation system, at the mean of the
highest and lowest sales prices of shares of Common Stock reported on such
exchange or system that is the primary stock exchange or system for trading
of Common Stock on the date of exercise, or if such exchange or system is
closed on that date, the last preceding date on which such exchange or
system was open for trading and on which shares of Common Stock were
traded; or (b) if shares of Common Stock are not listed or quoted for
trading on an exchange or quotation system, at a price determined by the
Board of Directors. Such payment shall be made by delivery, or
satisfactory assurances of delivery, to Hastings of the certificate(s)
representing all of the shares of Common Stock to be used as payment, duly
endorsed for transfer or accompanied by stock powers duly endorsed, in
forms sufficient to vest lawful title in Hastings. The Grantee shall
represent and warrant to Hastings with respect to all Common Stock used as
payment under the terms of this Agreement that the Grantee has good and
marketable title to the shares to be used as payment and the absolute right
to sell, assign, transfer and deliver the shares to Hastings pursuant to
this Agreement, free and clear of all liens, pledges, encumbrances,
options, rights of first refusal or other claims of any nature whatsoever,
except transfer restrictions required under applicable federal and state
securities laws. Payment with Common Stock may be used in combination with
payment with cash.
5. REGISTRATION AND LISTING. The stock options granted under this
Agreement are conditional upon (a) the effective registration or exemption
of the Plan, the options granted under the Plan and the stock to be
received upon exercise of options under the Securities Act of 1933 and
applicable state or foreign securities laws, and (b) the effective listing
of the stock on any applicable stock exchange or quotation system.
6. ACCELERATION. This option shall be immediately exercisable in
the event of any Change in Control of Xxxxxxxx. "Change in Control" is
defined in the Plan.
7. TRANSFERABILITY. Unless the Committee consents otherwise, this
option shall not be sold, exchanged, transferred, pledged, assigned or
otherwise alienated or hypothecated during the term of the option except by
will or the laws of descent or distribution.
8. TERMINATION FOR "CAUSE." This option shall terminate at the
times provided in the Plan. For purposes of this Agreement, "cause" for
termination of employment shall have the meaning given to that term under
any employment or other severance agreement between the Grantee and
Hastings; in the absence of any such agreement or any definition of such
term, "cause" for the purposes of this Agreement shall mean the Grantee's
neglect, continued failure or inability to perform, or poor performance of,
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duties, consistent failure to attain assigned objectives, misappropriation
of corporate property, intentional damage to Hastings property, activities
in aid of a competitor, insubordination, dishonesty, conviction of a crime
involving moral turpitude or performance of any act (including any
dishonest or fraudulent act) detrimental to the interests of Hastings.
9. CORPORATE CHANGES. In the event of any stock dividend, stock
split or other increase or reduction in the number of shares of Common
Stock outstanding, the number and class of shares covered by this option,
and the Exercise Price, are subject to adjustment as provided in the Plan.
10. ADMINISTRATION. The Committee has full power and authority to
interpret the provisions of the Plan, to supervise the administration of
the Plan and to make all other determinations considered necessary or
advisable under the Plan. All determinations, interpretations and
selections made by the Committee regarding the Plan shall be final and
conclusive.
11. SHAREHOLDER RIGHTS. The Grantee shall have no rights as a
shareholder with respect to any shares covered by this option until the
date of issuance of a stock certificate to the Grantee for such shares.
12. EMPLOYMENT BY XXXXXXXX. The grant of this option shall not
impose upon Hastings or any subsidiary any obligation to retain the Grantee
in its employ for any given period or upon any specific terms of
employment. Hastings or any subsidiary may at any time dismiss the Grantee
from employment, free from any liability or claim under the Plan, unless
otherwise expressly provided in any written agreement with the Grantee.
13. ILLEGALITY. The Grantee will not exercise this option, and
Xxxxxxxx will not be obligated to issue any shares to the Grantee under
this option, if the exercise thereof or the issuance of such shares shall
constitute a violation by the Grantee or Hastings of any provisions of any
law, order or regulation of any governmental authority.
14. CERTIFICATIONS. The Grantee acknowledges that he or she has been
furnished and has read the Plan Description relating to the Plan. The
Grantee hereby represents and warrants that the Grantee is acquiring the
option granted under this Agreement for the Grantee's own account and
investment and without any intent to resell or distribute the shares upon
exercise of the option. The Grantee shall not resell or distribute the
shares received upon exercise of the option except in compliance with such
conditions as Hastings may reasonably specify to ensure compliance with
federal and state securities laws.
15. AGREEMENT CONTROLS. The Plan is incorporated in this Agreement
by reference. Capitalized terms not defined in this Agreement shall have
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those meanings provided in the Plan. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the provisions of
this Agreement shall control.
16. EFFECTIVE DATE. This option shall be effective as of the date
set forth at the top of this Agreement.
17. NOTICE OF DISQUALIFYING DISPOSITION. The Grantee agrees to
notify Xxxxxxxx if the Grantee sells shares acquired through the proper
exercise of this option within two years of the date of this option or
within one year of the exercise of this option to enable Xxxxxxxx to claim
the deduction to which it will thereby become entitled.
This option has been issued by the Board of Directors upon
recommendation of the Compensation Committee of Hastings.
HASTINGS MANUFACTURING COMPANY
By: _________________________________________
Its:_________________________________________
"Hastings"
X____________________________________________
"Grantee"
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EXHIBIT A
VESTING SCHEDULE
DATE OF VESTING NUMBER OF SHARES
_________________ ________________
_________________ ________________
_________________ ________________
_________________ ________________
_________________ ________________
EXHIBIT B
HASTINGS MANUFACTURING COMPANY
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997
NOTICE OF EXERCISE
Date ________________
Hastings Manufacturing Company
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Option No. ________________
Gentlemen:
I hereby exercise Option No. _____________ granted to me on
_______________, to the extent of ____________________ shares of the Common
Stock, $2 par value, of Hastings Manufacturing Company.
Pursuant to the terms and conditions of such option, I am
enclosing herewith payment in the amount of _____________________________
Dollars ($___________) or hereby enclose shares having an aggregate market
value of _____________________________ Dollars ($__________).
Very truly yours,
________________________________________
Register shares in the name of: ________________________________________
Address: ________________________________________
________________________________________
Social Security Number: ________________________________________
