EXHIBIT 99.3
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of November, 25, 1996 (the
"Grant Date") by and between GORGES HOLDING CORPORATION (the "Corporation"), a
Delaware corporation, and XXXXXXX X. XXXXXXX ("Optionee").
BACKGROUND
A. The Corporation has adopted the 1996 Stock Incentive Plan (the
"Plan"). Pursuant to the Plan, the Committee has authorized the grant to
Optionee of a non-qualified stock option to purchase shares of the common stock
of the Corporation. Capitalized terms used herein and not defined in context
are defined in Section 4.11 hereof or in the Plan.
B. The Corporation and Optionee wish to confirm herein the terms,
conditions, and restrictions of the option.
C. For and in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the parties hereto
agree:
ARTICLE 1
GRANT AND EXERCISE OF OPTION
1.1 Grant of Option. Subject to the terms, restrictions, limitations, and
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conditions stated herein, the Corporation hereby grants to Optionee a non-
qualified option (the "Option") to purchase all or any part of 16,875 shares of
Class A Voting Common Stock of the Corporation (the "Option Shares"). This
Option is intended to be a non-qualified stock option.
1.2 Exercise of Option.
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(a) The Option may be exercised during the Option Period (as defined
in Section 1.4) only to the extent of the number of Option Shares that are
then vested ("Vested Shares") as determined pursuant to the vesting
schedule attached hereto as Schedule I.
(b) The Option may be exercised with respect to all or any portion of
the Vested Shares at any time during the Option Period by the delivery to
the Corporation, at its principal place of business, of (i) a written
notice of exercise, in substantially the form attached hereto as Exhibit A
(or as otherwise permitted by the Committee), which shall be delivered to
the Corporation no earlier than thirty (30) days and no later than ten (10)
days (or such lesser number of days as permitted by the Committee) prior to
the date upon which Optionee desires to exercise all or any portion of the
Option (the "Exercise Date"); (ii) a certified check payable to the
Corporation in the amount of the Exercise Price multiplied by the number of
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Option Shares being purchased (the "Purchase Price") or, at the discretion
of the Committee, by delivery of a number of shares of Stock having a Fair
Market Value as of the Exercise Date at least equal to the Purchase Price;
and (iii) a certified check payable to the Corporation in the amount of all
withholding tax obligations (whether federal, state or local), imposed on
the Corporation by reason of the exercise of the Option, or the Withholding
Election described in Section 1.2(c). Upon acceptance of such notice,
receipt of payment in full, and receipt of payment of all withholding tax
obligations, the Corporation shall cause a certificate representing the
shares of Stock purchased to be issued and delivered to Optionee.
(c) In lieu of paying the withholding tax obligation in cash, as
described in Section 1.2(b)(iii), Optionee may elect to have the actual
number of shares issuable upon exercise of the Option reduced by the
smallest number of whole shares of Stock which, when multiplied by the Fair
Market Value per share of the Stock as of the Exercise Date, is sufficient
to satisfy the amount of the withholding tax obligations imposed on the
Corporation by reason of the exercise hereof (the "Withholding Election").
The Withholding Election must be made by executing and delivering to the
Corporation a properly completed Notice of Withholding Election, in
substantially the form of Exhibit B attached hereto (or as otherwise
permitted by the Committee).
1.3 Exercise Price. The price for each share of Stock for which the
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Option is exercised is US $100.00.
1.4 Term and Termination of Option. Except as otherwise provided herein,
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the period in which the Option may be exercised as to any Vested Shares (the
"Option Period") shall commence on the date such shares become Vested Shares and
terminate at 5:00 p.m. Eastern Time on the date of the first to occur of the
following events:
(a) the 10th anniversary of the Grant Date;
(b) If the employment of Optionee by the Corporation terminates for
any reason other than as provided in paragraph (c) or (d) below, the Option
shall lapse, unless it is previously exercised, three months after
Optionee's Termination of Employment; provided, however, that if Optionee's
employment is terminated by the Corporation for Cause or by Optionee
without the consent of the Corporation, the Option shall (to the extent not
previously exercised) lapse immediately.
(c) If the employment of Optionee by the Corporation terminates by
reason of his Disability, the Option shall lapse, unless it is previously
exercised, within one year after Optionee's Termination of Employment.
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(d) If Optionee dies while employed by the Corporation, or during the
three-month period described in paragraph (b) or during the one-year period
described in paragraph (c) and before the Option otherwise lapses, the
Option shall lapse one year after Optionee's death. Upon Optionee's death,
any exercisable Options may be exercised by Optionee's beneficiary.
Unless the exercisability of the Option is accelerated as provided in
Article 13 of the Plan, if Optionee exercises the Option after Termination of
Employment, the Option may be exercised only with respect to the shares that
were otherwise vested on Optionee's Termination of Employment. Upon the
expiration of any Option Period, this Option, and all unexercised rights granted
to Optionee hereunder shall terminate as to all Vested Shares to which such
Option Period relates, and thereafter be null and void.
1.5 Rights as Stockholder. Optionee, or, if applicable, the Transferee
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(as defined in Section 4.11), shall have no rights as a stockholder with respect
to any Option Shares until Optionee has exercised this Option as to such Option
Shares and has tendered to the Corporation the Purchase Price due in respect of
such exercise. No adjustment to the number of Option Shares covered by this
Option or the Exercise Price shall be made for dividends paid or declared on or
with respect to Stock in cash, securities or other property, for which the
record date is prior to the date of exercise hereof.
1.6 Changes in Capitalization. The Committee may proportionately adjust
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the number of Option Shares and the Exercise Price for any increase or decrease
in the number of issued shares of Stock (without any change in the aggregate
price to be paid upon exercise of all of the Option Shares) resulting from an
event described in Article 14 of the Plan. Any adjustment pursuant to this
Section 1.6 may provide, in the Committee's discretion, for the elimination of
any fractional shares that might otherwise become subject to the Option without
payment therefor.
1.7 Accelerated Vesting.
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(a) Change in Control. If a Change in Control occurs, the Option
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shall become fully exercisable.
(b) Other Events. As provided in Section 13.9 and Section 13.10 of
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the Plan, the Committee may accelerate the vesting of the Option in other
events.
(c) Effect of Acceleration. If the vesting of the Option accelerates
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due to a Change in Control or is accelerated by the Committee pursuant to
Section 13.9 of the Plan (i.e., events that could lead to a Change in
Control), the Committee shall determine (i) whether the fully exercisable
Option will expire after a designated period of time to the extent not then
exercised, (ii) whether the difference between the Exercise Price and the
Fair Market Value of the Option Shares as of a date designated by the
Committee will be settled in cash, (iii) whether the Option will be assumed
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by another party to the transaction giving rise to the acceleration or
otherwise be equitably converted in connection with such transaction, or
(iv) any combination of the foregoing.
1.8 Rights of Optionee Subject to Plan. This Option is granted pursuant
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to the Plan and is, in all respects, subject to the terms and provisions of the
Plan, a copy of which is available at the offices of the Corporation. In the
event of any conflict between any part or provision of this Agreement and any
part or provision of the Plan, the part or provision of the Plan shall control.
1.9 Securities Purchase and Stockholders Agreement. Upon exercise of this
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Option pursuant to Section 1.2, Optionee shall enter into and be bound by that
certain Securities Purchase and Stockholders Agreement, dated November 25, 1996,
among CGW Southeast Partners III, L.P. NationsBanc Investment Corporation and
Mellon Bank, N.A. as Trustee for First Plaza Group Trust, certain other
Stockholders of the Corporation, and the Corporation in accordance with Section
12.12 thereof (the "Securities Purchase and Stockholders Agreement").
ARTICLE 2
RESTRICTION ON TRANSFER OF OPTION
2.1 Restrictions on Transfer of Option. The Option evidenced hereby is
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nontransferable other than by will or the laws of descent and distribution.
ARTICLE 3
LEGENDS
3.1 Legends. Each certificate representing the Option Shares purchased
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upon exercise of this Option shall be endorsed with the following legend and
Optionee shall not make any transfer of the Option Shares without first
complying with the restrictions on transfer described in such legend:
TRANSFER IS RESTRICTED
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER SET FORTH IN A NON-QUALIFIED STOCK OPTION AGREEMENT DATED NOVEMBER 25,
1996, A COPY OF WHICH IS AVAILABLE FROM THE CORPORATION.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
OR HYPOTHECATED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT
COVERING SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
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PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER RECEIVES AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT.
Optionee agrees that the Corporation may also endorse any other legends
required by applicable federal or state securities laws.
The Corporation shall not be required (a) to transfer on its books any
Option Shares that have been sold or transferred in violation of the provisions
of this Agreement (including the foregoing legends), or (b) to treat the owner
of the Option Shares, or otherwise to accord voting or dividend rights to, any
transferee to whom the Option Shares have been transferred in contravention of
this Agreement (or such legends).
3.2 Removal of Legend and Transfer Restrictions.
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(a) Any legend endorsed on a certificate pursuant to Section 3.1
hereof and the stop transfer instructions with respect to the Option Shares
shall be removed and the Corporation shall issue a certificate without such
legend to the holder thereof if such Option Shares are registered under the
Securities Act of 1933 and a prospectus meeting the requirements of Section
10 of the Securities Act of 1933 is available.
(b) The restrictions described in the second sentence of the legend
set forth in Section 3.1 hereof may be removed at such time as permitted by
Rule 144 promulgated under the Securities Act of 1933.
ARTICLE 4
GENERAL PROVISIONS
4.1 Governing Laws. This Agreement shall be construed, administered and
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enforced according to the laws of the State of Delaware; provided, however, this
Option may not be exercised except, in the reasonable judgment of the Committee,
in compliance with exemptions under applicable state securities laws of the
state in which Optionee resides, and/or any other applicable securities laws.
4.2 Successors. This Agreement shall be binding upon and inure to the
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benefit of the heirs, legal representatives, successors, and permitted assigns
of the parties.
4.3 Notice. Except as otherwise specified herein, all notices and other
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communications under this Agreement shall be in writing and shall be deemed to
have been given if personally delivered, if mailed by overnight delivery or if
sent by registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known address
of the recipient. In each case, each notice or other communication shall be
deemed to have been received on the earlier of the date of actual receipt or the
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date that is three (3) days after the date on which such notice or other
communication was mailed or sent. Any party may designate any other address to
which notices shall be sent by giving notice of the address to the other parties
in the same manner as provided herein.
4.4 Severability. In the event that any one or more of the provisions or
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portion thereof contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, the same shall not invalidate
or otherwise affect any other provisions of this Agreement, and this Agreement
shall be construed as if the invalid, illegal or unenforceable provision or
portion thereof had never been contained herein.
4.5 Entire Agreement. Except as set forth in Section 1.9, this Agreement
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expresses the entire understanding and agreement of the parties with respect to
the subject matter hereof. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
4.6 Violation. Except as provided herein, any transfer, pledge, sale,
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assignment, or hypothecation of the Option or any portion thereof or of any
Option Shares issued upon exercise hereof shall be a violation of the terms of
this Agreement and shall be void and without effect.
4.7 Headings. Paragraph headings used herein are for convenience of
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reference only and shall not be considered in construing this Agreement.
4.8 Specific Performance. In the event of any actual or threatened
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default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the party or parties who are thereby aggrieved shall have the right
to specific performance and injunction in addition to any and all other rights
and remedies at law or in equity, and all such rights and remedies shall be
cumulative.
4.9 No Employment Rights Created. The grant of the Option hereunder shall
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not be construed as giving Optionee the right to continued employment with the
Corporation.
4.10 Special Limitation on Exercise. Notwithstanding anything contained
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herein to the contrary, no purported exercise of the Option shall be effective
without the written approval of the Corporation, which approval may be withheld
if the exercise of this Option, together with the exercise of other previously
exercised stock options and/or offers and sales pursuant to any prior or
contemplated offering of securities, would, in the sole and absolute judgment of
the Corporation, require the filing of a registration statement with the United
States Securities and Exchange Commission, or with the securities commission of
any state. The Corporation shall avail itself of any exemptions from
registration contained in applicable federal and state securities laws which are
reasonably available to the Corporation on terms which, in its sole and absolute
discretion, it deems reasonable and not unduly burdensome or costly. If the
Option cannot be exercised at the time it would otherwise expire due to the
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restrictions contained in this Section 4.10, the Exercise Period may, upon
request of Optionee, be extended for successive one-year periods until it can be
exercised in accordance with this Section 4.10. Any attempt by Optionee to
exercise the Option that is not effective due to the restrictions contained in
this Section 4.10 shall be deemed to be a request for a one-year extension
period under the preceding sentence. Optionee shall deliver to the Corporation,
prior to the exercise of the Option, such information representations, and
warranties as the Corporation may reasonably request in order for the
Corporation to be able to satisfy itself that the Option Shares to be acquired
pursuant to the exercise of the Option is being acquired in accordance with the
terms of an applicable exemption from the securities registration requirements
of applicable federal and state securities laws.
4.11 Certain Definitions. The capitalized terms listed below are used
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herein with the meaning thereafter ascribed:
(a) "Cause" shall have the meaning assigned such term in any
employment agreement that exists between the Corporation and the Optionee
provided, however, if no definition exists, it shall mean as follows: (i)
conduct amounting to fraud or dishonesty against the Corporation or any
subsidiary or affiliate of the Corporation; (ii) Optionee's intentional
misconduct or repeated refusal to follow the reasonable directions of the
Board of Directors of the Corporation, provided an officer of the
Corporation, upon the direction of the Board of Directors, notifies
Optionee of the acts deemed to constitute such intentional misconduct or
repeated refusal in writing and Optionee fails to correct such acts (or
begins such action as may be necessary to correct such acts and thereafter
diligently pursues the completion thereof) within five (5) business days
after written notice has been given; (iii) repeated absences from work
without a reasonable excuse, (iv) repeated intoxication with alcohol or
drugs while on Corporation business during regular business hours; (v) a
conviction or plea of guilty or nolo contendere to a felony (other than one
arising from the operation of a motor vehicle or resulting from actions
taken (or not taken) by Optionee in good faith in his capacity as an
employee or officer of the Corporation; or (vi) a breach or violation by
the Optionee of any material terms of this Agreement or any other agreement
to which Optionee and the Corporation are a party.
(b) "Disability" shall have the meaning assigned such term in any
employment agreement that exists between the Corporation and the Optionee
provided, however, if no definition exists, it shall mean as follows: (i)
the inability of Optionee to perform the duties of Optionee's employment
due to physical or emotional incapacity or illness, where such inability is
expected to be of long-continued and indefinite duration, or (ii) Optionee
shall be entitled to (x) disability retirement benefits under the federal
Social Security Act or (y) recover benefits under any long-term disability
plan or policy maintained by the Corporation. In the event of a dispute,
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the determination of Disability shall be made reasonably by the Board of
Directors of the Corporation and shall be supported by advice of a
physician competent in the area to which such Disability relates.
(c) "Fair Market Value" shall mean the value of the share of Stock of
the Corporation determined as follows:
(i) If the Stock is, at the time of the determination of Fair Market Value,
listed or traded on any national securities exchange or quoted on a
national securities or central market system, the Fair Market Value of a
share of Stock shall be the average of the daily closing prices for the
thirty (30) consecutive trading days before such date of determination,
excluding any trades which are not bona fide arms-length transactions. The
closing price for each day shall be (A) if such securities are listed are
admitted for trading on any national securities exchange, the last sale
price for such security, regular way, or the mean of the closing bid and
asked prices therefor if no such sale occurred, in each case as officially
reported on the principal securities exchange on which such Stock is
listed; or (B) if quoted on a national securities exchange or market
system, the mean between the closing high bid and low asked quotations for
such Stock for each day during such thirty (30) day period.
(ii) If, at time of such determination, the Stock of the Corporation is not
listed or quoted on any national securities exchange or market system, the
Fair Market Value of a share of Stock shall be determined in good faith by
the Directors of the Corporation.
(d) "Termination of Employment" means the termination of the employee-
employer relationship between Optionee and the Corporation (and its Parents
and Subsidiaries), regardless of the fact that severance or similar
payments are made to Optionee, for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability, or
retirement. The Committee shall, in its absolute discretion, determine the
effect of all matters and questions relating to Termination of Employment.
Other capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Plan.
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IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on
the day and year first set forth above.
GORGES HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: VP-Secretary
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OPTIONEE:
/s/ Xxxxxxx X. Xxxxxxx (SEAL)
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Xxxxxxx X. Xxxxxxx
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EXHIBIT A
TO
GORGES HOLDING CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
Notice of Exercise
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Name
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Address
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Date
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Gorges Holding Corporation
000 Xxxxx Xxxx
Xxxxxxx, XX 00000
Re: Exercise of Stock Option
Gentlemen:
I hereby give notice of my election to exercise options granted to me to
purchase shares of $.01 par value Class A (voting) Stock (the "Stock")
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of Gorges Holding Corporation (the "Corporation") under Gorges Holding
Corporation Non-Qualified Stock Option Agreement dated (the
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"Agreement"). The purchase shall take place as of (the "Exercise
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Date").
On or before the Exercise Date, I will present you with a certified check
(or bank cashier's check) for $ for the full purchase price payable to
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the order of .
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I hereby represent, warrant, covenant, and agree with the Corporation as
follows:
The shares of the Stock being acquired by me will be acquired for my
own account without the participation of any other person, with the intent
of holding the Stock for investment and without the intent of
participating, directly or indirectly, in a distribution of the Stock and
not with a view to, or for resale in connection with, any distribution of
the Stock, nor am I aware of the existence of any distribution of the
Stock;
I am not acquiring the Stock based upon any representation, oral or
written, by any person with respect to the future value of, or income from,
the Stock but rather upon an independent examination and judgment as to the
prospects of the Corporation;
Exhibit A to Non-Qualified Stock Option Agreement - Page 1
The Stock was not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to
other persons by such means;
I am able to bear the economic risks of the investment in the Stock
including the risk of a complete loss of my investment therein;
I understand and agree that the Stock will be issued and sold to me
without registration under any state law relating to the registration of
securities for sale, and will be issued and sold in reliance on the
exemptions from registration under the Securities Act of 1933 (the "1933
Act"), provided by Sections 3(b) and/or 4(2) thereof and the rules and
regulations promulgated thereunder;
The Stock cannot be offered for sale, sold or transferred by me other
than pursuant to: (A) an effective registration under the 1933 Act or in a
transaction, otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Corporation of compliance with the applicable
securities laws of other jurisdictions. The Corporation shall be entitled
to rely upon an opinion of counsel satisfactory to it with respect to
compliance with the above laws;
The Corporation will be under no obligation to register the Stock or
comply with any exemption available for sale of the Stock without
registration or filing, and the information or conditions necessary to
permit routine sale of securities of the Corporation under Rule 144 of the
1933 Act are not now available and no assurance has been given that it or
they will become available. The Corporation is under no obligation to act
in any manner so as to make Rule 144 available with respect to the Stock;
I have and have had complete access to and the opportunity to review
and make copies of all material documents related to the business of the
Corporation, including, but not limited to, contracts, financial
statements, tax returns, leases, deeds and other books and records. I have
examined such of these documents as I wished and am familiar with the
business and affairs of the Corporation. I realize that purchase of the
Stock is a speculative investment and that any possible profit therefrom is
uncertain;
I have had the opportunity to ask questions of and receive answers
from the Corporation and any person acting on its behalf and to obtain all
material informal reasonably available with respect to the Corporation and
its affairs. I have received all information and data with respect to the
Corporation which I have requested and which I have deemed relevant in
connection with the evaluation of the merits and risks of investment in the
Corporation;
Exhibit A to Non-Qualified Stock Option Agreement - Page 2
I have such knowledge and experience in financial and business matters
that I am capable of evaluating the merits and risks of the purchase of the
Stock hereunder and I am able to bear the economic risk of such purchase;
and
The agreements, representations, warranties, and covenants made by me
herein extend to and apply to all of the Stock of the Corporation issued to
me pursuant to this Option. Acceptance by me of the certificate
representing such Stock shall constitute a confirmation by me that all such
agreements, representations, warranties, and covenants made herein shall be
true and correct at that time.
I understand that the certificates representing the shares being purchased
by me in accordance with this notice shall bear a legend referring to the
foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice.
Very truly yours,
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AGREED TO AND ACCEPTED:
GORGES HOLDING CORPORATION
By:
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Title:
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Number of Shares
Exercised:
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Number of Shares
Remaining: Date:
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Exhibit A to Non-Qualified Stock Option Agreement - Page 3
EXHIBIT B
TO
GORGES HOLDING CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
Notice of Withholding Election
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TO: GORGES HOLDING CORPORATION
FROM: Name
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RE: Withholding Election
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This election relates to the Option identified in Paragraph 3 below. I
hereby certify that:
(1) My correct name and social security number and my current address are
set forth at the end of this document.
(2) I am (check one, whichever is applicable).
[ ] the original recipient of the Option.
[ ] the legal representative of the estate of the original recipient
of the Option.
[ ] a legatee of the original recipient of the Option.
[ ] the legal guardian of the original recipient of the Option.
(3) The Option pursuant to which this election is made is dated and was
issued in the name of for shares of Gorges
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Holding Corporation (the "Corporation") $.01 par value Class A
(voting) Stock (the "Stock"). This election relates to
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shares of the Stock issuable upon whole or partial exercise(s) of the
Option (the "Option Shares").
(4) In connection with any exercise of the Option with respect to the
Option Shares, I hereby elect to have certain of the shares issuable
pursuant to the exercise withheld by the Corporation for the purpose
of having the value of the shares applied to pay federal, state, and
local, if any, taxes arising from exercise. The shares to be withheld
shall have, as of the date on which the amount of the tax required to
Exhibit B to Non-Qualified Stock Option Agreement - Page 1
be withheld is determined, a fair market value equal to the minimum
statutory tax withholding requirement under federal, state, and local
law in connection with the exercise.
(5) I understand that this Withholding Election is subject to the
disapproval of the Board of Directors.
(6) I further understand that, if this Withholding Election is not
disapproved by the Board of Directors, the Corporation shall withhold
from the Option Shares a number of shares of the Stock having the
value specified in Paragraph 4 above.
Dated:
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Legal Signature
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Social Security Number Name (Printed)
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Street Address
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City, State, Zip Code
Exhibit B to Non-Qualified Stock Option Agreement - Page 2
SCHEDULE I
TO
GORGES HOLDING CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
Vesting Schedule
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The Option Shares shall vest as follows:
Anniversary of % of Option
Grant Date Shares Vested
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1 20%
2 40%
3 60%
4 80%
5 100%
Construction.
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Unless the vesting shall be accelerated, the right of Optionee to vest in
Option Shares shall cease upon the termination of Optionee's employment by the
Company, and thereafter, no further shares shall become Vested Shares.
