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EXHIBIT 4.4
XXXXXXXX XXXXXX INDUSTRIES, INC.
1996 STOCK INCENTIVE PLAN AGREEMENT
NON-QUALIFIED STOCK OPTION
Under the terms and conditions of the 1996 Stock Incentive Plan (the "Plan") of
Xxxxxxxx-Xxxxxx Industries, Inc., a Delaware corporation (the "Company"), a
copy of which is attached hereto and incorporated herein by reference, the
Company hereby grants to , effective on the Date of Grant
indicated below, the option to purchase shares of the Company's
Common Stock, $.16-2/3 par value (the "Common Stock"), at the price of
$ per share, subject to adjustment as provided in the Plan.
This option shall be a non-qualified stock option for a term commencing on the
Date of Grant and ending . Further, this option shall terminate
on the earlier of such expiration date or a period of thirty (30) days
following the severance of the employment or the affiliate relationship, as the
case may be, between the Company and the optionee for any reason, with or
without cause, other than death or retirement in the case of an employee as set
forth in more detail in the Plan. During the thirty day period following the
severance of the employment or affiliate relationship, the optionee may
exercise the option, but only with respect to the number of shares of Common
Stock that could have been acquired under the option on the date of severance
of the employment or affiliate relationship.
This option shall not be exercisable to any extent by the optionee unless and
until the Plan is approved by the Company's stockholders, a registration
statement with respect to the Common Stock covered by the Plan shall be
effective under the Securities Act of 1933, as amended, and the Common Stock is
listed for issuance with the various stock exchanges. Subject to the
satisfaction of the foregoing conditions precedent, this option shall be
exercisable during each yearly period following the Date of Grant to the extent
of the cumulative percentage of the shares covered by this option as indicated
in the following table:
Yearly Period Following Cumulative Percentage
Date of Grant of Options Exercisable
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First 0%
Second 25%
Third 50%
Fourth 75%
Thereafter 100%
The optionee hereby accepts and agrees to be bound by all the terms and
conditions of the Plan.
XXXXXXXX-XXXXXX INDUSTRIES, INC.
Date: By:
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(Date of Grant) Xxxxxx X. Xxxxxx
Vice President and Secretary
ACCEPTED: Optionee's Permanent Mailing Address:
(Please print or type)
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(Please print or type full name)
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Full Signature of Optionee -----------------------------------
OPTIONEE SOCIAL SECURITY NUMBER
