EXHIBIT 10.24
NON-QUALIFIED STOCK OPTION AGREEMENT
(Standard Option Version)
Non-Qualified Stock Option Agreement (this "Option Agreement"),
dated as of September 29, 1998 (i.e., the Grant Date), between UCAR
International Inc. (the "Company") and ____________________________________ (the
"Participant").
Pursuant to the UCAR International Inc. Management Stock Option Plan
as amended through the date hereof (the "Plan"), a copy of which has been
furnished to the Participant and the terms of which are incorporated herein by
reference, the Company intends to provide incentives to certain management
employees of the Company and its subsidiaries by providing them with
opportunities to purchase shares of Common Stock.
The Board of Directors of the Company or a duly constituted
committee thereof has determined that it would be in the best interest of the
Company and its stockholders to grant the options provided herein to the
Participant under the Plan.
In consideration of the covenants contained herein and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise indicated, whenever capitalized terms are used in
this Option Agreement, they shall have the meanings set forth in the Plan or, if
not defined in the Plan, as set forth in the written employment agreement
between the Participant and the Company or a Subsidiary or, if not defined in
the Plan or such an agreement or if there is no such agreement, as set forth
below.
"CAUSE" shall mean (i) gross neglect or willful and continuing
refusal by the Participant to substantially perform his duties (other than due
to Disability), (ii) breach by the Participant of confidentiality obligations
owed to the Company or any Subsidiary, (iii) willful engagement by the
Participant in conduct which is demonstrably injurious to the Company or any
Subsidiary (including, without limitation, a breach by the Participant of
non-competition or non-solicitation obligations owed to the Company or any
Subsidiary) or (iv) conviction or plea of NOLO CONTENDERE by the Participant to
a felony or a misdemeanor involving moral turpitude.
"RETIREMENT" means the Participant's retirement from employment by
the Company and its Subsidiaries (i) with the right to receive a non-actuarially
reduced pension benefit under the UCAR Carbon Retirement Plan or (ii) if not
eligible to participate therein or if such plan is not then in effect or shall
have been changed in a manner which makes it materially more onerous to become
eligible to receive such a benefit than it is on the Grant Date, at any time
after attaining age 62 with at least 10 years of employment with the Company and
its Subsidiaries or after attaining age 65 or after attaining that age where the
sum of the Participant's age and years of employment with the Company and its
Subsidiaries equals or exceeds 85.
ARTICLE II
GRANT OF OPTIONS
2.1 GRANT OF OPTIONS. The Participant is hereby granted Options
representing the right to acquire ________ shares of Common Stock. Such Options
are Standard Options. Unless otherwise indicated herein, references herein to
"Options" means the Options granted hereby.
2.2 EXERCISE PRICE. The Exercise Price of the Options shall be
$17.06 per share (i.e., the Fair Market Value of the Common Stock on the Grant
Date or the last trading day prior to the Grant Date, whichever is provided in
the Plan).
ARTICLE III
EXERCISABILITY OF OPTIONS
Options shall vest upon the earliest to occur of the events
described in Sections 3.1, 3.2, 3.3 or 3.4, but subject to the limitations set
forth in Section 3.6, and shall become exercisable as described in Section 3.5:
3.1 TIME VESTING. If not sooner vested, all Options shall vest on
September 29, 2005 (i.e., the seventh anniversary of the Grant Date).
3.2 VESTING UPON CHANGE IN CONTROL. If not sooner vested, all
Options shall vest upon the occurrence of a Change in Control.
3.3 ACCELERATED VESTING.
(a) One-third (_____) of the Options shall vest on September
29, 1999 (i.e., the first anniversary of the Grant Date) or the Participant's
termination of employment by the Company or its Subsidiaries without Cause or
lay-off prior to September 29, 1999;
(b) Regardless of whether Options shall have vested under
Section 3.3(a): one-third (_____) of the Options shall vest on the date when the
Fair Market Value of the Common Stock shall have exceeded, for 20 consecutive
trading days, $20.50 per share (i.e., approximately 120% of the Fair Market
Value of the Common Stock on the Grant Date); and one-third (_____) of the
Options shall vest on the date when the Fair Market Value of the Common Stock
shall have exceeded, for 20 consecutive trading days, $24.00 per share (i.e.,
approximately 140% of the Fair Market Value of the Common Stock on the Grant
Date).
3.4 DISCRETIONARY VESTING. The Committee or the Board may, in its
sole discretion, accelerate the vesting of any or all Options at any time and
for any reason.
3.5 EXERCISE; RESTRICTION ON EXERCISE. No unvested Options shall be
exerciseable. All vested Options shall become exercisable at the time they first
vest and shall cease to be exercisable at the time they expire as provided in
Section 3.6 or Article V; provided, however, that no vested Options shall be
exercisable until the first anniversary of the Grant Date (i.e., September 29,
1999) unless such Options shall be vested under Section 3.2 or 3.4.
3.6 EFFECT OF TERMINATION OF EMPLOYMENT AND OTHER EVENTS ON VESTING;
EXPIRATION OF UNVESTED OPTIONS. Unless otherwise determined by the Board or the
Committee, unvested Options (excluding, for purposes of clause (ii) below,
Options which vest pursuant to Section 3.3(a)) shall cease to vest and shall
expire upon (i) the Participant's Retirement, death or Disability, (ii) the
Participant's termination of employment by the Company or its Subsidiaries
without Cause or lay-off, (iii) the Participant's termination of employment by
the Company or its Subsidiaries for Cause, (iv) the Participant's resignation
from employment with the Company or its Subsidiaries or (v) expiration as
provided in Article V.
ARTICLE IV
EXERCISE OF OPTIONS
4.1 PERSON WHO CAN EXERCISE. Options may only be exercised by the
Participant, except that, in the event of Disability, Options may be exercised
by the Participant's legal guardian or legal representative and, in the event of
death, Options may be exercised by the executor or administrator of the
Participant's estate or the Person or Persons to whom the Participant's rights
under the Options pass by will or the laws of descent and distribution.
4.2 PROCEDURE FOR EXERCISE. Vested Options may be exercised in whole
or in part with respect to any portion thereof that is exercisable. To exercise
an Option, the Participant (or such other Person who shall be permitted to
exercise the Option as set forth in Section 4.1) must complete, sign and deliver
to the Company an Exercise Notice together with payment in full of the Exercise
Price multiplied by the number of shares of Common Stock with respect to which
the Option is exercised. Payment of the Exercise Price shall be made in cash
(including check, bank draft or money order). The right to exercise the Option
shall be subject to the satisfaction of all conditions set forth in the Exercise
Notice. In lieu of paying the Exercise Price, upon the Participant's (or such
other Person's) request, with the Committee's or the Board's consent (which may
or may not be given in its sole discretion), the Company shall deliver to the
Participant a number of shares of Common Stock equal to (A) divided by (B) where
(A) is the excess of (i) the Fair Market Value of a share of Common Stock on the
date on which the Exercise Notice is received by the Company (i.e., the exercise
date), over (ii) the Exercise Price, multiplied by (iii) the number of shares
for which the Option is being exercised, and (B) is the Fair Market Value of a
share of Common Stock on the exercise date.
4.3 CONDITIONAL EXERCISE IN CONTEMPLATION OF ACCELERATED VESTING. In
contemplation of accelerated vesting, the Participant (or such other Person who
shall be permitted to exercise Options as set forth in Section 4.1) may
conditionally exercise, at least 15 days prior to such accelerated vesting, all
or a portion of the Options which are exercisable and which will become
exercisable upon such accelerated vesting. Such conditional exercise shall
become null and void if such accelerated vesting does not occur within six (6)
months following the date of such conditional exercise. A conditional exercise
shall become binding upon the Participant (or such other Person) and such
Participant (or such other Person) shall become obligated to pay the Exercise
Price therefor upon the occurrence of such accelerated vesting.
4.4 LIMITED STOCK APPRECIATION RIGHT. Upon the written request of
the Participant (or such other Person who shall be permitted to exercise Options
as set forth in Section 4.1), the Company may, in its sole discretion, cancel
any vested Option (in whole or in part) and pay the Participant the excess of
the (i) the Fair Market Value of a share of Common Stock on the date on which
the request is received by the Company, over (ii) the Exercise Price, multiplied
by (iii) the number of Option Shares subject to the Option which is being
cancelled (the "Cancellation Amount"); PROVIDED, HOWEVER, that, coincident with
any transaction which is reasonably likely to result in a Change in Control, the
Company may, in its sole discretion, without a Participant's consent, cancel any
Option (in whole or in part) and pay the Participant the Cancellation Amount.
4.5 WITHHOLDING OF TAXES. The Company and its Subsidiaries shall
withhold from any amounts due and payable by the Company and its Subsidiaries to
the Participant (or secure payment from the Participant in lieu of withholding)
the amount of any withholding or other tax due from the Company with respect to
any Option Shares issuable under this Option Agreement, and the Company may
defer such issuance until such withholding or payment is made unless otherwise
indemnified to its satisfaction with respect thereto.
ARTICLE V
EXPIRATION OF OPTIONS
5.1 EXPIRATION. Vested and unvested Options shall expire at 5:00
p.m. Eastern Standard Time on September 29, 2008 (i.e., the tenth anniversary of
the Grant Date).
5.2 EARLIER EXPIRATION. Options shall expire sooner than
provided in Section 5.1 as follows:
(a) all unvested Options shall expire as provided in
Section 3.6;
(b) upon the Participant's termination of employment by the
Company or its Subsidiaries for Cause, all vested Options shall expire
immediately;
(c) upon the Participant's termination of employment by the
Company or its Subsidiaries in connection with a lay-off, all vested Options
shall expire upon the earlier of (i) the third anniversary of such termination
or (ii) the expiration of the Options under Section 5.1;
(d) upon the Participant's resignation from employment with
the Company or its Subsidiaries other than in connection with death, Disability
or Retirement, all vested Options shall expire upon the effective date of such
resignation or termination; and
(e) upon the Participant's termination of employment by the
Company or its Subsidiaries for any reason other than for Cause or in connection
with death, Disability or a lay-off, all vested Options shall expire upon the
effective date of such resignation or termination.
5.3 CANCELLATION. Vested and unvested Options which expire
unexercised shall be treated as cancelled.
ARTICLE VI
MISCELLANEOUS
6.1 OPTIONS NOT TRANSFERABLE. Options may not be Transferred (other
than by will or laws of descent and distribution). Any attempt to effect a
Transfer of Options that is not permitted by the Plan or this Option Agreement
shall be null and void.
6.2 NOTICES. All notices, requests and demands to or upon a party
hereto must, to be effective, be in writing and shall be deemed to have been
duly given or made when delivered by hand or three days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed as follows or to such other address of which the intended receiving
party hereto shall have been duly notified hereunder:
(a) If to the Company, to the following address:
UCAR International Inc.
00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attn: Corporate Secretary
Telecopy: (000) 000-0000
(b) If to the Participant, to the address or telecopy number as shown on the
signature page hereto.
6.3 AMENDMENT. This Option Agreement may be amended only by a
writing executed by the parties hereto which specifically states that it is
amending this Option Agreement.
6.4 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York applicable to
contracts made and to be performed therein without regard to the conflicts of
law principles thereof.
6.5 TITLES. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Option
Agreement.
IN WITNESS WHEREOF, this Option Agreement has been executed and
delivered by the parties hereto.
PARTICIPANT UCAR INTERNATIONAL INC.
___________________ By: __________________________
Signed Name: ________________________
Title: _______________________
Name: _______________________________
Home Address: _______________________
_______________________
NON-QUALIFIED STOCK OPTION AGREEMENT
(Director Version)
This Non-Qualified Stock Option Agreement (the "Option Agreement"),
dated as of ________________, is made by and between UCAR International Inc., a
Delaware corporation (the "Company"), and _________________ (the "Participant").
Pursuant to the UCAR International Inc. Management Stock Option Plan
(the "Plan") (a copy of which is attached hereto and the terms of which are
hereby incorporated by reference), the Company intends to provide incentives to
non-employee directors of the Company by providing them with opportunities for
ownership of shares of Common Stock.
The Board of Directors of the Company (the "Board") has determined
that it would be in the best interests of the Company and its stockholders to
grant the Options provided for herein to the Participant under the Plan.
In consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever capitalized terms are used in the Option Agreement as
defined terms they shall have the meaning set forth in the Plan or as set forth
below, unless the context clearly indicates to the contrary.
"EXERCISE PRICE" shall mean the amount that the Participant must pay
to exercise an Option with respect to one share of Common Stock subject to such
Option, as determined in Section 2.2.
"FAIR MARKET VALUE" shall mean, with respect to any Common Stock,
the average of the high and low trading prices of the 20 business days
immediately preceding the day of the valuation.
ARTICLE II
GRANT OF OPTIONS
2.1 GRANT OF OPTIONS. The Board hereby grants to the Participant Time
Options representing the right to acquire ____________ shares of Common Stock.
2.2 EXERCISE PRICE. The Exercise Price of Options granted hereunder
shall be $_____ per share.
ARTICLE III
EXERCISABILITY OF OPTIONS
3.1 OPTIONS. All Options granted pursuant hereto shall [vest and
become exercisable] on ____________.
3.2 ACCELERATION EVENTS. [Notwithstanding Section 3.1, all Options
granted pursuant hereto [are fully vested at the time of grant and] shall become
[fully vested and exercisable] upon the first to occur of the following
Acceleration Events: (i) a Director ceases to be a Director on account of death
or Disability or (ii) a Change in Control.]
ARTICLE IV
EXERCISE OF OPTIONS
4.1 RIGHT TO EXERCISE. The Options granted hereunder may only be
exercised by the Participant (except that, in the event of his Disability,
Options may be exercised by his or her legal guardian or legal representative).
In the event of the Participant's death, exercise of Options shall be made only
by the executor or administrator of the deceased Participant's estate or the
Person or Persons to whom the deceased Participant's rights under the Option
shall pass by will or the laws of descent and distribution.
4.2 PROCEDURE FOR EXERCISE. Options may be exercised in whole or in
part with respect to any portion that is exercisable. To exercise any Option
granted hereunder, the Participant (or such other Person who shall be permitted
to exercise the Option as set forth in Section 4.1) must complete, sign and
deliver to the Company (to the attention of the Company's Secretary) a notice of
exercise substantially in the form of ANNEX I to the Plan (or in such other form
as the Board may from time to time adopt and provide to the Participant) (the
"EXERCISE NOTICE"), together with payment in full of the Exercise Price
multiplied by the number of shares of Common Stock with respect to which the
Option is exercised. Payment of the Exercise Price shall be made in cash
(including check, bank draft or money order). The Participant's right to
exercise the Option shall be subject to the satisfaction of all conditions set
forth in the Exercise Notice. In lieu of paying the Exercise Price, upon the
Participant's request, with the Committee's approval (which may or may not be
given in its sole discretion) the Company shall deliver to the Participant a
number of shares of Common Stock equal to (A) divided by (B) where (A) is the
excess of (i) the Fair Market Value of a share of Common Stock, over (ii) the
Exercise Price, multiplied by (iii) the number of shares for which the Option is
being exercised, and (B) is the Fair Market Value of a share of Common Stock.
4.3 CONDITIONAL EXERCISE IN CONTEMPLATION OF AN ACCELERATION EVENT.
In contemplation of an Acceleration Event, the Participant may conditionally
exercise, at least 15 days prior to such event, all or a portion of his Options
which are exercisable and which will become exercisable upon the occurrence of
the Acceleration Event. Such conditional exercise shall become null and void if
the anticipated Acceleration Event does not occur within six (6) months
following the date of such conditional exercise. A conditional exercise shall
become binding upon the Participant (and such Participant shall become obligated
to pay the Exercise Price therefor) upon the occurrence of the Acceleration
Event.
4.4 LIMITED STOCK APPRECIATION RIGHT. Upon the Participant's request,
the Company may, cancel any Option (in whole or in part) granted hereunder and
pay the affected Participant, the excess of the (i) the Fair Market Value of a
share of Common Stock, over (ii) the Exercise Price, multiplied by (iii) the
number of shares for which the Option is being cancelled.
4.5 WITHHOLDING OF TAXES. The Company shall withhold from the
Participant from any amounts due and payable by the Company (or secure payment
from such Participant in lieu of withholding) the amount of any withholding or
other tax due from the Company with respect to any Option Shares issuable under
the Plan, and the Company may defer such issuance unless indemnified to its
satisfaction.
ARTICLE V
EXPIRATION OF OPTIONS
5.1 EXPIRATION DATE. Options shall expire at 5:00 p.m. Eastern
Standard Time on January 25, 2007.
5.2 EARLIER EXPIRATION DATE. Notwithstanding Section 5.1, Options
shall expire four (4) years following the date the Participant ceases to be a
Director.
ARTICLE VI
MISCELLANEOUS
6.1 OPTIONS NOT TRANSFERABLE. Options may not be Transferred (other
than by will or descent). Any attempt to effect a Transfer of Options that is
not permitted by the Plan or this Agreement shall be null and void and of no
effect.
6.2 NOTICES. All notices, requests and demands to or upon the parties
hereto to be effective shall be in writing (including by telecopy), and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or three days after being deposited in the mail,
postage prepaid, or, in the case of telecopy notice, when received, addressed as
follows to the Company and the Participant, or to such other address as may be
hereafter notified by the parties hereto:
(a) If to the Company, to it at the following address:
UCAR International Inc.
00 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attn: Corporate Secretary
Telecopy: (000) 000-0000
(b) If to the Participant, to him at his address or telecopy number
as shown on the signature page hereto,or at such other address or telecopy
number as either party shall have specified by notice in writing to the other.
6.3 AMENDMENT. This Option Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is amending
this Option Agreement.
6.4 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York applicable to
contracts made and to be performed therein without regard to the conflicts of
law principles thereof.
6.5 TITLES. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Option
Agreement.
* * *
IN WITNESS WHEREOF, this Option Agreement has been executed and
delivered by the parties hereto.
UCAR INTERNATIONAL INC.
___________________________________________
Xxxxx X. Xxxxxxx
PARTICIPANT
Name: _____________________________________
__________________
Signed
Home Address:_______________________________
