EXHIBIT 10.37
ERGO SCIENCE CORPORATION
AMENDED AND RESTATED 1995 LONG TERM INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
To: Xxxxxx Xxxxxxxx, Xx. Date of Grant: March 26, 1997
Number of Shares:100,000 Exercise Price Per Share: $7.00
ERGO SCIENCE CORPORATION, a Delaware corporation (the "Corporation"), is
pleased to grant you a Nonstatutory Option (the "Option") to purchase shares of
the Corporation's common stock, par value $.01 per share ("Stock"). The number
of shares subject to this Option and the exercise price per share are stated
above. This Option is granted under the Ergo Science Corporation Amended and
Restated 1995 Long- Term Incentive Plan (the "Plan"), and is governed by the
terms of the Plan. All terms having their initial letters capitalized have the
meaning given them in the Plan unless otherwise defined in this Agreement or
unless the context requires otherwise.
THIS OPTION IS NOT BINDING ON THE CORPORATION UNTIL YOU SIGN THIS DOCUMENT
AND RETURN IT TO THE CORPORATION AT THE ADDRESS PROVIDED IN PARAGRAPH 7 AND
UNTIL YOU SIGN AND RETURN TO THE CORPORATION YOUR LETTER OF RESIGNATION DATED AS
OF MARCH 26, 1997 AND THAT CERTAIN TERMINATION AGREEMENT DATED AS OF MARCH 26,
1997 BETWEEN YOU AND THE COMPANY.
1. Vesting and Exercisability. You cannot exercise this Option and acquire
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Stock until your right to exercise has vested. This Option will vest and will
be exercisable with respect to the number of shares of Stock indicated on and
after the following dates:
Number of shares of Stock as to
Vesting Date which the Option may be exercised
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March 26, 1997 100,000 shares of Stock
In accordance with the preceding schedule, the Option may be exercised,
from time to time, in whole or in part.
2. Method of Exercise. The Option shall be exercisable only by written or
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recorded electronic notice of exercise delivered to the Corporation at the
address provided in paragraph 8 or to the Corporation's designee, in accordance
with instructions generally applicable to all option holders, during the term of
the Option. The notice must (a) state the number of shares of Stock with
respect to which the Option is being exercised, (b) be signed or otherwise given
by you (or by your legal representative, legatee, or distributee in the case of
your death or by your guardian or legal representative in case of your
disability), (c) be accompanied by the Exercise Price for all shares of Stock
for which the Option is exercised, and (d) be accompanied by the amount that the
Corporation is required to withhold for federal income or other tax
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purposes. If you use a personal check to pay the Exercise Price, the Corporation
may wait until the check clears before accepting your notice to exercise. The
Option will not be deemed to have been exercised unless all of these
requirements are satisfied.
3. Duration. The Option will terminate at 5:00 p.m., eastern time, on
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March 26, 1999, not withstanding Section 10 of the Plan.
4. Transferability. This Option is not transferrable other than by will or
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the laws of descent and distribution.
5. Rights as a Stockholder. You will have no right as a stockholder with
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respect to any shares subject to this Option until a certificate representing
those shares is issued in your name. No adjustment will be made for dividends
(ordinary or extraordinary, whether in cash or other property) or distributions
or other rights for which the record date is before the date that certificate is
issued, except as contemplated by Paragraph 9.1 of the Plan.
6. Incorporation of Plan. This Option is subject to the Plan. In the
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event of a difference between a mandatory provision of the Plan and this Option,
the Plan's terms govern.
7. Notice. For purposes of notice hereunder, which shall be given in
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accordance with Section 12.14 of the Plan, the Corporation, the Committee, and
you agree that any notices shall be given to the Corporation or you at the
following addresses:
Corporation or Committee: Ergo Science Corporation
Charlestown Navy Yard
00 0xx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000-0000
Attention: Amended and Restated 1995
Long Term Incentive Plan
Administrator
You: Xxxxxx Xxxxxxxx, Xx.
000 Xxxx Xxxx
Xxxxxxxx, XX 00000
The Corporation or you may change the address previously specified for
receiving notices at any time and from time to time by written notice to the
other in accordance with Section 12.14 of the Plan.
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ERGO SCIENCE CORPORATION XXXXXX XXXXXXXX, XX.
By: /s/ Xxxxx X. Xxxx /s/ Xxxxxx Xxxxxxxx, Xx.
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Name: Xxxxx X. Xxxx Xxxxxx Xxxxxxxx, Xx.
Title: Vice President
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