EXHIBIT 10.2
XXXXXXXX INDUSTRIES, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), effective as
of the ___ day of ___________, 199_, is made by and between Xxxxxxxx Industries,
Inc., a Virginia corporation (the "Company"), and ____________, a key employee
of the Company's wholly owned operating subsidiary, Xxxxxxxx Adhesives, Inc.
("Employee").
RECITALS:
A. The Board of Directors of the Company has adopted the Xxxxxxxx
Industries, Inc. 1995 Incentive Stock Plan (the "Plan"), pursuant to which a
committee of the Board (the "Committee") is authorized to grant to employees,
who have contributed significantly or who can be expected to contribute
significantly to the profits or growth of the Company or its subsidiaries, one
or more options to purchase the Common Stock of the Company. Capitalized terms
used herein have the definitions ascribed to them in the Plan unless the context
otherwise requires. This Agreement is subject to the applicable provisions of
the Plan and to such other provisions as the Committee may determine.
B. The Committee has determined that Employee has contributed
significantly to the profits and growth of Xxxxxxxx Adhesives, Inc., the
Company's wholly owned subsidiary, and desires to induce Employee to continue to
contribute significantly by granting to Employee an Incentive Stock Option.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises, covenants and
agreements herein contained, the parties hereby agree as follows:
1. Incentive Stock Option. Subject to the conditions stated in this
Agreement and the Plan, a copy of which is attached hereto as Exhibit A, the
Company hereby grants to Employee an Incentive Stock Option (the "Incentive
Option") to purchase from it ________________(______) shares of the authorized
and unissued Common Stock of the Company (the "Incentive Shares"). Employee
shall not have any rights as a shareholder with respect to the shares subject to
the Incentive Option until the date he purchases such shares.
2. Exercise of Incentive Option. Subject to the provisions of this
Agreement and the Plan, Employee may exercise the Incentive Option in whole or
part at any time before the expiration of the Incentive Option by delivering to
the Company a written notice of exercise specifying the number of whole shares
to be purchased in multiples of 1,000 and the effective date of the exercise
(which shall be a date coinciding with or following the Company's receipt of
such notice). Any written notice of exercise of the Incentive Option shall be
accompanied by payment of the Purchase Price (as determined in accordance with
Section 3 hereof) for the Incentive Shares being purchased. Such payment shall
be made in cash, unless an alternative method of payment is approved in advance
by the Committee. The Committee may establish such other payment terms as it
deems appropriate. As soon as practicable after receipt of payment, the Company
shall deliver to Employee a certificate or certificates representing the number
of Incentive Shares purchased.
3. Option Price and Purchase Price. The option price for any Incentive
Shares sold to Employee pursuant to any exercise of the Incentive Option shall
be ____________ ($____) per share (the "Option Price"), an amount no less than
the Fair Market Value of each share as of the date of this Agreement. The
purchase price shall equal the number of Incentive Shares to be purchased
multiplied by the Option Price (the "Purchase Price").
4. Term. The Incentive Option shall expire upon the first to occur
of the following:
(a) Employee purchases all of the Incentive Shares;
(b) Ten (10) years pass from the date of this Agreement;
(c) Employee's employment with the Company shall have been
terminated for three or more months for any reason other than
his death or disability; or
(d) Employee's employment with the Company shall have been
terminated for one or more years due to his death or
disability.
5. Representation and Warranties. Any shares transferred to the
Employee pursuant to the Incentive Option will be free and clear of all liens,
pledges and encumbrances. With the exception of this express warranty, the
Company makes no covenants, representations or warranties with respect to the
Incentive Option or the Incentive Shares.
6. Miscellaneous.
(a) The Incentive Option is not transferable by Employee other than by
will or by the applicable laws of descent and distribution.
(b) All notices and other communications which are required or
permitted to be given hereunder shall be in writing and shall be deemed
effective when mailed postage prepaid, certified mail, return receipt requested,
to the last address of the party to whom notice is being sent as shown on the
corporate records of the Company.
(c) The terms of the Plan shall control the operation of this
Agreement, except to the extent that the Agreement provides terms not
inconsistent with the Plan.
(d) This Agreement shall be interpreted, governed and enforced
according to the laws of the Commonwealth of Virginia.
WITNESS the following duly authorized signatures as of the date first
above written.
XXXXXXXX INDUSTRIES, INC.
By:
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Irvine X. Xxxxxxxx, President
EMPLOYEE
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XXXXXXXX INDUSTRIES, INC.
1995 STOCK INCENTIVE PLAN
Employee's Notice of Exercise
of Incentive Stock Option
1. Date of Exercise ------------------------
(Date Notice is Delivered)
2. Number of Option Shares to be
Purchased ------------------------
3. Preferred Date of Transfer ------------------------
I, ________________, currently hold an outstanding, unexercised and
unexpired Incentive Stock Option under the Xxxxxxxx Industries, Inc. 1995 Stock
Incentive Plan (the "Plan") to purchase up to __________ shares of the Common
Stock, as defined in the Plan, of the Corporation at the Option Price of
$_________ per share, and hereby exercise my option to purchase _________ shares
of the Common Stock of the Corporation for a total Purchase Price of
$__________. Please accept this formal exercise of my option for the number of
shares stated above and arrange the closing of this purchase.
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