NON-QUALIFIED OPTION AGREEMENT
Exhibit
10.20.1
NON-QUALIFIED
OPTION AGREEMENT
Pursuant
to the 1992 Non-Qualified Stock Option Plan (the “Plan”) of BMC
WEST CORPORATION
(the
“Corporation”), effective January 1, 1992, the Corporation hereby grants to
XXXXXXX
XXXXX
(“Participant”) an option to purchase all or any part of an aggregate of
2,500
shares
under the Common Stock of the Corporation (the “Option Shares”) under and
subject to the terms and conditions of this Agreement and the Plan which is
incorporated herein by reference and made a part hereof for all
purposes.
Participant
and the Corporation agree as follows:
1. Definitions.
The
definitions and terms used in the Plan are incorporated herein by reference
and
shall have the same meaning and be given the same effect.
2. Term
of Option
2.1 Option
Period. The
option rights granted by this Option Agreement for each Option Share shall
expire and be of no value and the right of purchase evidenced hereby shall
cease
upon the tenth (10th) anniversary of the date the Option Share shall vest under
Section 3, unless terminated earlier pursuant to Section 2.2.
2.2 Expiration
of Option Period Upon Termination of Employment.
The
option rights granted by this Option Agreement shall expire ninety (90) days
after Participant’s termination of employment with the Corporation for any
reason, and no shares may thereafter be issued pursuant to this Option
Agreement, except as set forth below:
(a) If
Participant’s employment is terminated by reason of Participant’s death,
Participant’s personal representative may exercise any option rights granted
pursuant to this Option Agreement, to the extent vested, at any time within
one
(1) year after Participant’s death, but in any event not after the expiration of
the Option Period prescribed in Section 2.1.
(b) If
Participant’s employment is terminated by reason of Participant’s disability or
retirement, Participant may exercise any option rights granted pursuant to
this
Option Agreement, to the extent vested, at any time within one (1) year after
such termination, but in any event not after the expiration of the Option Period
prescribed in Section 2.1.
3. Vesting
of Option.
The
option rights granted by this Option shall be exercisable only as to vested
Option Shares. Unless vested in accordance with the terms of Section 3.1 or
terminated in accordance with the terms of Section 3.2, all of the Option Shares
shall vest on January
1, 2003.
3.1 Vesting
of Options.
The
vesting of the Option Shares shall occur at a rate of twenty percent (20%)
of
the Option Shares under this grant on December 31 each year commencing on
December 31, 1999.
3.2 Termination
of Vesting Upon Termination of Employment.
If a
Participant ceases to be employed by the Corporation, vesting shall terminate
as
of January 1 of the year in which employment is terminated. There shall be
no
fractional or prorated vesting.
4. Non-transferable.
The
option rights granted by this Option are not transferable or assignable
otherwise than by will or by the laws of descent and distribution, and during
the lifetime of Participant are exercisable only by Participant.
5. Exercise
of Option.
Before
this Option expires, Participant may exercise his option rights hereunder as
to
all or any part of his vested Option Shares by delivering to the Corporation
at
its corporate headquarters, or such other location as the Corporation may
designate from time to time, written notice of the intention to purchase Option
Shares together with the sum of Ten dollars and 75/100 Dollars ($10.75) per
Option Share to be purchased (the “Option Price”). (The options were granted
effective April 15, 1999.)
6. Issuance
of Option Shares.
Upon
receipt of the items and information specified in Section 5, the Corporation
shall record in its stock register the name of Participant and issue shares
of
Common Stock accordingly; provided, however, the Corporation shall have no
obligation to issue fractional shares; and provided further that stock
certificates issued shall bear any restrictive legend required by any agreement
among shareholders or pertinent law.
7. Conditions
Applying to the Option and Option Shares.
7.1 If
the
Corporation subsequently authorized or issues other classes of Common Stock
during the term hereof, the Option Shares not yet purchased by Participant
shall
be the kind and amount of shares that Employee would have received had this
Option been exercised in the same manner and to the same extent immediately
prior to such event.
7.2 The
Option Shares shall be subject to adjustment from time to time as
follows:
a. If,
at
any time before this Option is fully exercised or expires, the total number
of
shares of the Corporation’s Common Stock outstanding is increased by a stock
dividend or subdivision or split-up of such outstanding shares, then,
concurrently with the effectiveness of such subdivision or split-up, the number
of Option Shares not yet purchased by Participant (calculated to the nearest
whole share) shall be proportionately increased, and the purchase price per
share shall be proportionately decreased.
b. If,
at
any time before this Option is fully exercised or expires, the total number
of
shares of the Corporation’s Common Stock outstanding is decreased by a
combination or reverse stock split of such outstanding shares, then concurrently
with the effectiveness of such combination, the number of Option Shares not
yet
purchased by Participant (calculated to the nearest whole share) shall be
proportionately decreased, and the purchase price per share shall be
proportionately increased.
7.3 In
the
event of any capital reorganization or any reclassification of the Corporation’s
common stock (other than a change in par value or as a result of a stock
dividend or subdivision, split-up or combination of Shares), or the
consolidation or merger of Corporation with or into another corporation, or
the
sale or other disposition of all or substantially all the properties and assets
of the Corporation, then after such transaction Participant shall be entitled
to
receive upon the exercise of the option rights granted hereunder, in lieu of
each share of Common Stock, the kind and amount of Shares of stock, other
securities, money or property receivable upon the consummation of such
transaction by the holder of one share of Common Stock of the Corporation
issuable under this plan, as if the option had been exercised immediately prior
to such transaction.
8. General
Neither
the grant of this Option nor the issuance of any shares pursuant to this Option
shall be construed as modifying, affecting or evidencing any intention or
understanding with respect to the terms of employment of Participant with the
Corporation.
IN
WITNESS WHEREOF, the Corporation has caused this Option to be executed,
effective this 23rd day of April, 1999.
BUILDING
MATERIALS
HOLDING
CORPORATION
By__________________________
Xxxxxx
X.
Xxxxxx, President
&
Chief Executive Officer
PARTICIPANT
_____________________________
Xxxxxxx
Xxxxx
