Exhibit 10.11
INCENTIVE STOCK OPTION AGREEMENT
Option Granted December 5, 1997
Under the 1997 Stock Incentive Program
of
The Interlake Corporation
WHEREAS, , (hereinafter called the "Optionee")
is a key employee of The Interlake Corporation (hereinafter called the
"Corporation") or a subsidiary thereof;
WHEREAS, the 1997 Stock Incentive Program of the Corporation ("Program"),
authorizing the granting to directors, officers and other key employees of
the Corporation and its subsidiaries of options to buy from the Corporation
shares of common stock, par value $1 a share, has been duly adopted by the
Corporation; and
WHEREAS, the execution of a stock option agreement in the form hereof has
been authorized by a resolution of the Management Development and Compensation
Committee (the "Committee") of the Board of Directors of the Corporation duly
adopted on December 5, 1997;
WHEREAS, the option granted hereby is intended to qualify as an "incentive
stock option" within the meaning of that term under Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor provision thereto;
NOW, THEREFORE, the Corporation hereby grants to the Optionee an option to
purchase shares of common stock, par value $1 a share,
of the Corporation (or any security into which such shares may be changed
by reason of any transaction or event described in Paragraph 15(a) of the
Program) at a price of Four and 375/1000ths Dollars ($4.375) per share,
upon the terms and conditions hereinafter set forth.
1. Until terminated, as hereinafter provided, this option may be
exercised in whole or in part from time-to-time as follows:
(a) In full, upon a "change in control," as hereinafter defined,
while the Optionee is employed by the Corporation and/or any subsidiary;
(b) Unless exercisable in full by reason of a change in control,
to the extent of the numbers of shares as of the dates set forth below,
so long as the Optionee shall have been in the continuous employ (which
for purposes of this sub-paragraph includes leaves of absence approved
by the Committee and for illness, military or government service, or other
reason) of the Corporation and/or any subsidiary from the date hereof to
such date
December 5, 1998 shares [25%]
December 5, 1999 shares [50%]
December 5, 2000 shares [75%]
December 5, 2001 shares [100 %]; and
(c) If an Optionee's employment terminates by reason of his
"retirement" or "disability," as hereinafter defined, or by reason of
death, and if an installment would have become exercisable within one
year subsequent to such event had the Optionee remained in the continuous
employ of the Corporation and/or any subsidiary, to the extent of the sum
of the number of shares purchasable pursuant to paragraph 1(b) above and
such additional installment.
2. The option price may, at the election of the Optionee, be paid (i) in
cash or by check acceptable to the Corporation or (ii) by transfer to the
Corporation of shares of common stock of the Corporation owned by the
Optionee and having a market value (valued as set forth in the Program)
equal to the total option price, or (iii) any combination of whole shares
owned by the Optionee and funds equal to the total option price. In
addition, the Optionee shall pay the Corporation an amount in cash or by
check equal to applicable federal and other withholding taxes. Upon
receipt of the payments referred to in the two preceding sentences, the
Corpora tion agrees to cause certificates for any shares purchased
hereunder to be delivered to the Optionee. For purposes of this Section
2, the requirement of payment in cash shall be deemed satisfied if the
Optionee makes arrangements satisfactory to the Corporation with a broker
to sell on the exercise date a number of shares being purchased and such
broker undertakes to deliver the option price to the Corporation after
settlement of such sale. Notwithstanding any other provision of this
Section 2, the right of the Optionee to make payment of the option price
by means of delivery of shares shall be subject to the Corporation not
being prohibited from accepting such shares for such purpose by the terms
of any financing agreement or instrument to which it is then subject.
3. This option shall terminate on the earliest of the following dates:
(a) On the date upon which the Optionee ceases to be an employee of
the Corporation or a subsidiary by reason of termination of employment for
cause;
(b) Three months after the Optionee ceases to be an employee of the
Corporation or a subsidiary, unless he ceases to be an employee by reason
of death, retirement or disability as hereinafter defined, or as described
in (a) above;
(c) One year after the termination of the Optionee's employment by
reason of "retirement" or "disability" as hereinafter defined, or by
reason of death; or
(d) December 5, 2007.
In the event the Optionee shall intentionally commit an act materially
inimical to the interests of the Corporation or a subsidiary, this option
shall terminate upon a finding by the Committee to that effect, notwithstanding
any other provision of this agreement. Nothing contained in this option shall
limit whatever right the Corporation or a subsidiary might otherwise have to
terminate the employment of the Optionee.
4. This option is not transferrable by the Optionee otherwise than by
will or the laws of descent and distribution, and is exercisable, during the
lifetime of the Optionee, only by the Optionee or by the Optionee's legal
guardian or legal representative.
5. This option shall not be exercisable if such exercise would involve a
violation of any applicable federal or state securities laws. The
Corporation hereby agrees to make reasonable efforts to comply with any
applicable securities laws.
6. The Committee shall make or provide for such adjustments in the
number of shares of common stock covered by this stock option, in the option
price applicable to this stock option, and in the kind of securities
covered thereby, as the Committee in its sole discretion, exercised in
good faith, determines is equitably required to prevent dilution or
enlargement of the rights of Optionees that otherwise would result from
(a) any stock dividend, stock split, combination of shares, recapitalization
or other change in the capital structure of the Corporation, or (b) any
merger, consolidation, spin-off, reorganization, partial or complete
liquidation, repurchase or exchange of shares, issuance of rights or warrants
to purchase securities, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for this stock option such alternative consideration as it in
good faith may determine to be equitable in the circumstances and may require
in connection therewith the surrender of this stock option. No adjustment
provided in this Paragraph 6 shall require the Corporation to sell any
fractional shares.
7. The term "subsidiary," as used in this agreement, has the meaning
ascribed to it in the Program. For purposes of this agreement, the
continuous employ of the Optionee with the Corporation or a subsidiary
shall not be deemed interrupted, and the Optionee shall not be deemed to
have ceased to be an employee of the Corporation or any subsidiary, by
reason of the transfer of his employment among the Corporation and its
subsidiaries.
8. The term "disability," as used in this agreement, means the
termination of an Optionee's employment under such circumstances as entitle
him to Long Term Disability Benefits under the Corporation's Salaried Employees
Group Insurance Plan, or a long term disability plan of the subsidiary by
which he is employed, and in which he participates at the time the
disability occurs. If an Optionee does not participate in a long term
disability plan, "disability" means the termination of an Optionee's
employment under such circumstances as would entitle him to long term
disability benefits if he were a participant in the Corporation's Salaried
Employees Group Insurance Plan. The term " retirement," as used in this
agreement, means the termination of the Optionee's employment by reason of
retirement on or after the Optionee's 65th birthday.
9. The term "change in control," as used in this agreement, means the
occurrence of any of the following events while the Optionee is employed
by the Corporation or a subsidiary:
(a) The Corporation is merged or consolidated or reorganized into
or with another corporation or other legal person and as a result of such
merger, consolidation or reorganization less than 75% of the outstanding
voting securities or other capital interests of the surviving, resulting
or acquiring corporation or other legal person are owned in the aggregate
by the stockholders of the Corporation immediately prior to such merger,
consolidation or reorganization;
(b) The Corporation sells all or substantially all of its business
and/or assets to any other corporation or other legal person, less than
75% of the outstanding voting securities or other capital interests of
which are owned in the aggregate by the stockholders of the Corporation,
directly or indirect ly, immediately prior to or after such sale;
(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report) each as promulgated pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") disclosing that
any person (as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of 25% or more of the
issued and outstanding shares of voting securities of the Corporation; or
(d) During any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the
Corporation cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the Corporation's
stockholders, of each new director of the Corporation was approved by a
vote of at least two-thirds of such directors of the Corporation then
still in office who were directors of the Corporation at the beginning of
any such period.
10. The holder of this Option shall not be, nor have any of the rights or
privileges of, a holder of the Corporation's Common Stock in respect of
any shares purchasable upon the exercise of any part of the Option unless
and until certificates representing such shares shall have been issued by
the Corporation to such holder.
11. The Corporation shall not be required to issue any fractional shares
of Common Stock pursuant to this option.
Executed at Lisle, Illinois, as of December 5, 1997.
THE INTERLAKE CORPORATION
By:
X. Xxxxxx Xxxx
Chairman of the Board,
President and Chief
Executive Officer
Receipt Acknowledged and Incentive Stock Option Agreement Accepted this
day of , 1997.
Signed:
