EXHIBIT 10.1
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933
X. X. XXXXX CORPORATION
2005 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
GRANTED TO ___________ ON ___________, 20XX
X. X. Xxxxx Corporation ("Company") and its shareholders believe that their
business interests are best served by extending to you an opportunity to earn
additional compensation based on the growth of the Company's business. To this
end, the Company and its shareholders adopted the X. X. Xxxxx Corporation 2005
Long-Term Incentive Plan ("Plan") as a means through which you may share in the
Company's success. If you satisfy the conditions described in this Agreement, if
any (and the Plan), your Award will mature into an opportunity to buy common
shares of the Company.
This Award Agreement describes many features of your Award and the conditions
you must meet before you may receive the value associated with your Award. To
ensure you fully understand these terms and conditions, you should:
- Carefully read the Plan and the Plan's prospectus to ensure you
understand how the Plan works;
- Read this Award Agreement carefully to ensure you understand what you
must do to earn your Award; and
- Contact Xxxxxx Xxxxx at (000) 000-0000 if you have any questions about
your Award.
You must return a signed copy of the Award Agreement to
Xxxxxx Xxxxx
X. X. Xxxxx Corporation
00000 Xxxxxxxx Xxxx, X.X.
Xxxxxxxxxxxx, Xxxx 00000
Section 409A of the Internal Revenue Code ("Section 409A") imposes substantial
penalties on persons who receive some forms of deferred compensation (see the
Plan's prospectus for more information about these penalties). Your Award has
been designed to avoid these penalties. However, because the Internal Revenue
Service has not yet issued rules fully defining the effect of Section 409A, it
is possible that your Award and the Award Agreement must be revised after the
IRS issues these rules. As a condition of accepting this Award, you must agree
to accept those revisions, without any further consideration, even if those
revisions change the terms of your Award and reduce its value or potential
value.
Nature of Your Award
You have been granted Nonqualified Stock Options ("NQSOs") which you may
exercise to purchase common shares of the Company but only if you satisfy the
conditions, if any, described in this Award Agreement and pay the Exercise Price
specified below. Federal income tax rules apply to NQSOs. These and other
conditions affecting your NQSOs are described in this Award Agreement, the Plan
and the Plan's prospectus, all of which you should read carefully. You must
return a signed copy of the Award Agreement to:
Xxxxxx Xxxxx
X. X. Xxxxx Corporation
00000 Xxxxxxxx Xxxx, X.X.
Xxxxxxxxxxxx, Xxxx 00000
Grant Date: Your NQSOs were issued on ____________, 20XX
This is the date you begin to earn the right to buy common shares of the Company
through your NQSOs.
Number of NQSOs: You have been granted _________ NQSOs.
You may buy one common share of the Company for each NQSO granted but only if
you meet the conditions described in this Award Agreement and in the Plan.
When You May Exercise Your Award and When It Will Expire
SEC Registration Statement. As of the Grant Date of your NQSOs, the Company has
not filed with the Securities and Exchange Commission ("SEC") a Registration
Statement covering the common shares of the Company issuable upon exercise of
your NQSOs. You may not exercise your NQSOs until the Company has filed such a
Registration Statement with the SEC, the Registration Statement has become
effective, the Company has delivered to you a prospectus for the Plan which
describes the Plan and certain of the terms and conditions of your Award and all
applicable state securities laws are complied with.
Normal Vesting Date: You may not exercise your NQSOs until they vest. Normally,
your NQSOs will vest (and may be exercised) if you are serving as a Board member
on the following dates (see below for a discussion of what happens if you
terminate your Board service before these dates or what might happen to
accelerate the date your NQSOs vest):
3,333 NQSOs, any time on or after _______, 20XX
3,333 NQSOs, any time on or after ________, 20XX
3,334 NQSOs, any time on or after ________, 20XX
This does not mean that you must exercise your NQSOs on these dates; these are
merely the first dates that you may do so. However, your NQSOs will expire
unless they are exercised before the Expiration Date.
How Your NQSOs Might Vest (and Be Exercisable) Earlier Than The Normal Vesting
Date: Regardless of the normal vesting schedule just given, your NQSOs will be
vested (and may be exercised) if there is a Business Combination (as defined in
the Plan). If this happens, your NQSOs will be fully exercisable as of the date
of the Business Combination.
How Your NQSOs May Be Forfeited: You may forfeit your NQSOs if your service as a
Board member ends before your NQSOs vest. The effect of a termination of service
is described in the Plan's prospectus. Also, if you do not exercise your NQSOs
before the Expiration Date, they will expire and may not be exercised at a later
date. If your service on the Board terminates because of Retirement (as defined
in the Plan), your NQSOs will expire on the earlier of the expiration date or
one year after you cease to be a director.
Exercising Your Award
There are specific procedures you must follow to exercise an NQSO; if you do not
follow these procedures, your attempted exercise will be disregarded. When you
buy a common share of the Company by exercising an NQSO, the option exercised is
cancelled and no more shares may be bought through the cancelled option.
Expiration Date: Normally, your NQSOs will expire on (and may not be exercised
after) ____________, 20XX. However, there are other limits on how long you have
to exercise your NQSOs after you terminate your Board service or after a
Business Combination. These are described in the Plan's prospectus.
If you do not exercise your NQSOs before the Expiration Date, they will expire
and may not be exercised at a later date.
Exercise Price: You must pay $ _________ for each common share of the Company
you buy when you exercise an NQSO.
Minimum Number of NQSOs That You May Exercise: The smallest number of NQSOs that
you may exercise at any one time is 100 or, if fewer, the total number of your
outstanding vested NQSOs.
Also, you may not exercise any NQSO to buy a fractional common share of the
Company; the value of a fractional share will be paid in cash. Procedures for
Exercising Your NQSOs: To exercise an NQSO, you must:
- Complete a copy of the Nonqualified Stock Option Exercise Form
attached to this Award Agreement (additional copies are available from
Xxxxxx Xxxxx at (000) 000-0000 or at the address given below); and
- Pay the Exercise Price specified above (i.e., $ ________) for each
share being purchased by exercising an NQSO).
This must be done before your NQSOs expire (see section titled "When You May
Exercise Your Award and When It Will Expire" above). You may pay the Exercise
Price in one of three ways. These are:
- By check in the amount of the Exercise Price ($ __________) multiplied
by the number of NQSOs being exercised. This check must be made
payable to "X.X. Xxxxx Corporation." In this case, and as soon as
administratively practicable, the Company will issue you a number of
shares equal to the number of NQSOs you are exercising.
- Through a cashless exercise. In this case, the difference between the
fair market value of the shares subject to the NQSO being exercised
will be applied to pay the Exercise Price. If you elect this
alternative, you will not have to spend any cash to exercise your
NQSOs but you will receive fewer shares than if you pay the Exercise
Price in cash.
- Through an attestation process, which is available only if you have
owned other common shares of the Company for at least six months
before the NQSOs are exercised. In this case, the fair market value of
your other shares will be applied to pay the Exercise Price. If you
elect this alternative, you will not have to spend any cash to
exercise your NQSOs but you also will receive fewer shares than if you
pay the Exercise Price in cash.
It is impossible now to calculate the effect of a cashless exercise or the
attestation process on the number of shares you will receive when your NQSOs are
exercised. If you intend to use either the cashless exercise or attestation
process to exercise your NQSOs, you must contact Xxxxxx Xxxxx when you complete
the Nonqualified Stock Option Exercise Notice to be sure you understand the
effect of these forms of exercise.
Other Rules Affecting Your Award
Beneficiary Designation: You may name a Beneficiary or Beneficiaries to receive
or to exercise any vested NQSOs that are unpaid or unexercised when you die.
This may be done only on the attached Beneficiary Designation Form and by
following the rules described in that form. This form need not be completed now
and is not required as a condition of receiving your Award. If you die without
completing a Beneficiary Designation Form or if you do not complete that form
correctly, your Beneficiary will be your surviving spouse or, if you do not have
a surviving spouse, your estate.
Tax Withholding: You (and not X.X. Xxxxx) are solely responsible for meeting any
tax obligation arising when you exercise your NQSOs.
Transferring Your NQSOs: Normally your NQSOs may not be transferred to another
person. However, you may complete a Beneficiary Designation Form to name the
person who may exercise your NQSOs if you die before their Expiration Date.
Also, the Committee may allow you to place your NQSOs into a trust established
for your benefit or for the benefit of your family. Contact Xxxxxx Xxxxx at
(000) 000-0000 or at the address given below if you are interested in doing
this.
Governing Law: This Award Agreement will be construed in accordance with and
governed by the laws of the United States and of the State of Ohio (other than
laws governing conflicts of laws).
Other Agreements: Also, your NQSOs will be subject to the terms of any other
written agreements between you and the Company.
Adjustments to NQSOs: Your Award will be adjusted, if appropriate, to reflect
any change to the Company's capital structure (e.g., the number of your NQSOs
and the Exercise Price will be adjusted to reflect a stock split).
Other Rules: Your NQSOs also are subject to more rules described in the Plan and
in the Plan's prospectus. You should read both these documents carefully to
ensure you fully understand all the terms and conditions of this Award.
Tax Treatment of Your Award
The federal income tax treatment of your NQSOs is discussed in the Plan's
prospectus.
*****
You may contact Xxxxxx Xxxxx at (000) 000-0000 or at the address given below if
you have any questions about your Award or this Award Agreement.
*****
Your Acknowledgment of Award Conditions
Note: You must sign and return a copy of this Award Agreement to Xxxxxx Xxxxx at
the address given below.
By signing below, I acknowledge and agree that:
- A copy of the Plan has been made available to me;
- I understand and accept the conditions placed on my Awards and
understand what I must do to earn and exercise my Award; and
- I will consent (in my own behalf and in behalf of my beneficiaries and
without any further consideration) to any change to my Award or this
Award Agreement so I can avoid paying penalties under Section 409A of
the Internal Revenue Code, even if those changes affect the conditions
of my Award and reduce its value or potential value.
Name
---------------------------------
--------------------------------------
(signature)
Date signed:
-------------------------
A signed copy of this form must be sent to the following address:
Xxxxxx Xxxxx
X.X. Xxxxx Corporation
00000 Xxxxxxxx Xxxx, X.X.
Xxxxxxxxxxxx, Xxxx 00000
X.X. Xxxxx Corporation will acknowledge receipt of your signed agreement after
it is sent to the Company.
Committee's Acknowledgment of Receipt
A signed copy of this Award Agreement was received on ______________.
X.X. Xxxxx Corporation
By:
----------------------------------
Name
---------------------------------
_____ Has complied with the conditions imposed on the grant and the Award
and the Award Agreement remains in effect; or
_____ Has not complied with the conditions imposed on the grant and the
Award and the Award Agreement is retroactively revoked as of the Grant Date
because
_________________________________________________________________.
describe deficiency
X.X. Xxxxx Corporation
By:
----------------------------------
Date:
---------------------------------
Note: Send a copy of this completed form to __________________________ and keep
a copy as part of the Plan's permanent records.
X.X. XXXXX CORPORATION
2005 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION EXERCISE NOTICE
AFFECTING NONQUALIFIED STOCK OPTIONS ISSUED TO __________ ON ___________, 20XX
Additional copies of this Nonqualified Stock Option Exercise Notice are
available from Xxxxxx Xxxxx at (000) 000-0000 or at the address given below.
By completing this form and returning it to Xxxxxx Xxxxx at the address given
below, I elect to exercise the NQSOs described below:
Note: You must complete a separate Nonqualified Stock Option Exercise Notice
each time you exercise NQSOs granted under each Award Agreement (e.g., if you
are exercising 20 NQSOs granted January 1, 2006 and 100 NQSOs granted January 1,
2007 under a separate award agreement, you must complete two Nonqualified Stock
Option Exercise Notices, one for each set of NQSOs being exercised).
Affected Options: This exercise relates to the following NQSOs (fill in the
blanks):
Grant Date: ____________________________________________________________
Number of NQSOs being exercised with this Notice: ______________________
Exercise Price: The Exercise Price due is $__________________________________
Note: This amount must be the product of $__________ multiplied by the
number of NQSOs being exercised.
Payment of Exercise Price: I have decided to pay the Exercise Price by (check
one):
_____ Personal check payable to "X.X. Xxxxx Corporation."
_____ Through a cashless exercise.
_____ Through the attestation process.
Note:
- If you select the cash method of exercise, you must include payment
with this notice.
- If you select either the cashless or attestation form of paying the
Exercise Price, you should contact Xxxxxx Xxxxx at (000) 000-0000 or
at the address given below to be sure you understand how your choice
of payment will affect the number of common shares of the Company you
will receive.
Your Acknowledgement of Effect of Exercise
By signing below, I acknowledge and agree that:
- I fully understand the effect (including the investment effect) of
exercising my NQSOs and buying common shares of the Company and
understand that there is no guarantee that the value of these shares
will appreciate or will not depreciate;
- This election will have no effect if it is not returned to Xxxxxx
Xxxxx at the address given below before the Expiration Date specified
in the Award Agreement under which these NQSOs were issued; and
- The common shares of the Company I am buying by filing this form will
be issued to me as soon as administratively practicable.
Name
---------------------------------
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(signature)
Date signed:
-------------------------
A signed copy of this Nonqualified Stock Option Exercise Notice must be sent to
the following address no later than the NQSO's Expiration Date:
Xxxxxx Xxxxx
X. X. Xxxxx Corporation
00000 Xxxxxxxx Xxxx, X.X.
Xxxxxxxxxxxx, Xxxx 00000
*****
Acknowledgement of Receipt
A signed copy of this Nonqualified Stock Option Exercise Notice was received on:
_______________________.
_____ Has effectively exercised the NQSOs described in this notice; or
_____ Has not effectively exercised the NQSOs described in this notice
because
_________________________________________________________________
describe deficiency
X.X. Xxxxx Corporation
By:
----------------------------------
Date:
--------------------------------
Note: Keep a copy of this form as part of the Plan's permanent records.
X.X. XXXXX CORPORATION
2005 LONG-TERM INCENTIVE PLAN
BENEFICIARY DESIGNATION FORM
RELATING TO STOCK OPTION AWARD ISSUED TO _____________ ON ____________, 20XX
1.00 Instructions for Completing This Form
You may use this form [1] to name the person you want to receive any amount due
after your death under the terms of the Award described above or [2] to change
the person who will receive these benefits.
There are several things you should know before you complete this form.
First, if you do not elect another Beneficiary, any amount due to you under the
Plan when you die will be paid to your surviving spouse or, if you have no
surviving spouse, to your estate.
Second, your election will not be effective (and will not be implemented) unless
you sign this form.
Third, your election will be effective only if and when this form is completed
properly and returned to the Xxxxxx Xxxxx.
Fourth, all elections will remain in effect until they are changed (or until all
death benefits are paid).
Fifth, if you designate your spouse as your Beneficiary but are subsequently
divorced from that person (or your marriage is annulled), your Beneficiary
designation will be revoked automatically.
Sixth, if you have any questions about this form or if you need additional
copies of this form, please contact Xxxxxx Xxxxx at (000) 000-0000 or at the
address given below.
1.00 Designation of Beneficiary
1.01 Primary Beneficiary:
I designate the following persons as my Primary Beneficiary or
Beneficiaries to receive any amount due after my death under the terms of the
Award described above. This benefit will be paid, in the proportion specified,
to:
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
1.02 Contingent Beneficiary
If one or more of my Primary Beneficiaries dies before I die, I direct that any
amount due after my death under the terms of the Award described above:
_____ Be paid to my other named Primary Beneficiaries in proportion to the
allocation given above (ignoring the interest allocated to the deceased
Primary Beneficiary); or
_____ Be distributed among the following Contingent Beneficiaries.
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
______% to _______________________________________________________
(Name) (Relationship)
Address: _________________________________________________________
Elections made on this form will be effective only after this form is received
by Xxxxxx Xxxxx and only if it is fully and properly completed and signed.
Name: _______________________________________
Soc. Sec. No.: _________________________________________________________________
Date of Birth: _________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Sign and return this form to Xxxxxx Xxxxx at the address given below
------------------------------------ ----------------------------------------
Date Signature
Return this signed form to Xxxxxx Xxxxx the following address:
Xxxxxx Xxxxx
X. X. Xxxxx Corporation
00000 Xxxxxxxx Xxxx, X.X.
Xxxxxxxxxxxx, Xxxx 00000
Received on:
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By:
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