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Exhibit 4.3
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of October 24, 1995, between SL INDUSTRIES,
INC., a New Jersey corporation ("SL Industries"), and XXXXX X. DAY ("Day").
BACKGROUND
1. Day is presently employed by SL Industries' subsidiary, XX XXXXX,
Inc. ("XX Xxxxx"), as an executive employee and as the Vice President and
General Manager of its Day Sequerra division. His efforts in such position
provide XX Xxxxx with substantial and valuable benefits, and it is
anticipated that his future efforts will be similarly valuable.
2. SL Industries desires to provide Day with an additional incentive,
in the form of this Non-Qualified Stock Option Agreement, to serve with
increased efforts during the period of his employment.
3. Day has agreed to remain in the employment of XX Xxxxx and to
assume new and additional responsibilities, being induced to do so, in
part, by the agreement of SL Industries to provide the stock option which
is described below.
AGREEMENTS
In consideration of the respective agreements set forth below, and
intending to be legally bound, Day and Waber agree as follows:
1. ISSUANCE OF OPTION. SL Industries hereby grants to Day an option
(the "Option") to purchase all or any part of an aggregate of FIFTY
THOUSAND (50,000) shares of common stock of SL Industries. The Option may
be exercised, from time to time and in whole or in part, upon the terms and
conditions set forth below.
2. OPTION PRICE. THE PURCHASE PRICE FOR EACH SHARE SUBJECT TO THE
OPTION SHALL BE EIGHT DOLLARS AND 37 1/2 CENTS ($8.375), SUBJECT TO
ADJUSTMENT AS PROVIDED BELOW.
3. VESTING; FORFEITURE; EXERCISE DATE. The Option shall be forfeited
to the extent not vested, and shall be exercisable, in accordance with the
following provisions:
A. As to TWENTY-FIVE THOUSAND (25,000) shares, the Option shall be
vested immediately, shall not be subject to forfeiture, and may be exercised on
or after October 13, 1997, provided Day has been continuously employed by XX
Xxxxx through such date.
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B. As to another TEN THOUSAND (10,000) shares, the Option shall become
vested on October 13, 1996, and may be exercised on or after April 13, 1997,
provided Day has been continuously employed by XX Xxxxx through the latter
date.
C. As to another TEN THOUSAND (10,000) shares, the Option shall become
vested on October 13, 1997, and may be exercised on or after April 13, 1998,
provided Day has been continuously employed by XX Xxxxx through the latter
date.
D. As to the final FIVE THOUSAND (5,000) shares, the Option shall
become vested on October 13, 1998, and may be exercised on or after April 13,
1999, provided Day has been continuously employed by XX Xxxxx through the
latter date.
E. Notwithstanding the foregoing, the Option (1) shall be fully vested
in the event that Day's employment with XX Xxxxx is terminated by reason of his
death or disability or is involuntarily terminated by XX Xxxxx other than for
cause, and (2) may be exercised at any time after the indicated date for each
portion of the Option if that date is after the occurrence of any such event.
4. TERM OF OPTION. The Option shall be exercisable, but only to the
extent vested and exercisable under the provisions of Paragraph 3, at any
time following the date of this Agreement. The Option, if not sooner
exercised and unless extended by SL Industries, shall terminate SIXTY (60)
days following the termination of Day's employment with SL Industries
unless such employment has been terminated by reason of his death or
disability or is involuntarily terminated by XX Xxxxx other than for cause,
in which case the Option shall terminate SIX (6) months following the
indicated exercise date for each portion of the Option. Unless forfeited
in accordance with the provisions of Paragraph 3, the Option shall not be
terminated for any other reason.
5. MEDIUM AND TIME OF EXERCISE AND PAYMENT. The Option may be exercised
at any time by written notice to SL Industries delivered at least THREE (3)
business days prior to the closing date specified in such notice. Closing
shall occur at the principal executive offices of SL Industries or at such
other place as the parties may agree. At the closing, the purchase price
shall be payable in cash, by check, or by tendering to SL Industries shares
of its common stock having an aggregate fair market value, determined as of
the date when written notice of exercise of the Option has been delivered to
SL Industries, equal to the purchase price. Upon payment of the purchase
price, SL Industries shall deliver to Day certificates representing the
shares purchased pursuant to the Option.
6. NONTRANSFERABILITY. The Option shall be exercisable only by Day and
shall not be assignable or transferable by him (other than to his estate or
to any beneficiary of his estate), and no other person shall acquire any
rights therein.
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7. REGISTRATION OF SHARES. Within ninety days following the execution of
this Agreement, SL Industries shall cause a registration statement to be
filed on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the shares covered by the Option. While the
Option remains in effect, SL Industries shall exercise its best efforts to
keep such a registration statement in effect with respect to such shares.
Unless an appropriate registration statement under the Securities Act is
then in effect, any shares which may be issued to Day upon exercise of the
Option will be restricted securities and will not be freely tradeable.
Accordingly, and in such event, Day understands that he may not sell,
transfer, or make any other disposition of any such shares, unless and
until (a) the shares are included in an effective registration statement
under the Securities Act and are registered or qualified under applicable
state securities laws, or (b) in the opinion of counsel for SL Industries,
no such registration or qualification is required with respect to any
intended sale, transfer, or other disposition.
8. OTHER SECURITIES LAW REQUIREMENTS. Day represents and warrants that
he is acquiring the Option and (unless an appropriate registration statement
is then in effect under the Securities Act) any shares which he may purchase
upon exercise of the Option, for his own account and not with a view to
resale or distribution thereof. As an additional condition of its obligation
to deliver shares to Day upon exercise of the Option, SL Industries may
require Day to make any representations and warranties (including but not
being limited to the foregoing) as may, in the opinion of counsel to SL
Industries, be required to ensure compliance with the Securities Act and
any other applicable securities laws. Each certificate representing any
such shares shall bear whatever legends may be required by applicable law.
In particular, unless an effective registration statement under the
Securities Act is then in effect with respect to such shares and such shares
are registered or qualified under any applicable state securities laws, the
following legend shall be endorsed on any such certificate:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS (THE "STATE ACTS") AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE
OPINION OF ITS COUNSEL AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER
EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT OR THE STATE
ACTS.
9. LISTING OF SHARES. SL Industries shall exercise its best efforts to
insure that all shares issued to Day or any other person upon the exercise
of the Option will be listed
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under the rules and regulations of the New York Stock Exchange and the
Philadelphia Stock Exchange, if similar shares of SL Industries are listed
generally on such stock exchanges at such time.
10. LIMITED SCOPE OF AGREEMENT. Nothing in this Agreement shall impose
upon SL Industries or any of its subsidiaries or affiliates any obligation
to retain the services of Day as an employee or officer, or impose upon
Day any obligation to continue as an employee or officer of any of them.
11. CHANGES IN CAPITAL STRUCTURE. In the event of any change in the
outstanding common stock of SL Industries by reason of stock dividend,
stock split, recapitalization, merger, consolidation, split, spinoff,
liquidation, or other similar change in capitalization, or any distribution
to common stockholders other than cash dividends, appropriate adjustment
shall be made in the number and class of shares subject to the Option and
the option price per share. If SL Industries should be reorganized,
consolidated, or merged with any other corporation, or if all or
substantially all of its assets should be sold, SL Industries shall take
appropriate action to enable Day to receive, upon any subsequent exercise
of the Option, such securities, shares, or other assets as were issuable
or payable in respect of or in exchange for shares of common stock of
SL Industries in such reorganization, consolidation, merger, or sale.
12. SHAREHOLDER RIGHTS. Day shall have no rights as a shareholder of SL
Industries with respect to any shares covered by the Option, until the date
of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities, or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as is provided in Paragraph 11, above.
13. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and their heirs, executors, administrators, and successors.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first mentioned above.
SL INDUSTRIES, INC.
By: /s/ XXXX XXXXXX /s/ XXXXX X. DAY 8 October 1995
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XXXX XXXXXX, President XXXXX X. DAY
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