EXHIBIT 10.43
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated August 30, 1996, between XXXXXXXX
METALS COMPANY, a Delaware corporation ("Xxxxxxxx"), and Xxxxxxxx
X. Xxxxxxx "Optionee").
WHEREAS, the Committee designated to administer the
Xxxxxxxx Metals Company 1996 Nonqualified Stock Option Plan
("Plan") has selected Optionee as a key employee of Xxxxxxxx to
whom an option is to be granted under the Plan, and has
recognized that through Optionee's efforts and because of
Optionee's responsibilities, Optionee is in a position to
contribute substantially to the overall success and growth of
Xxxxxxxx;
NOW, THEREFORE, the parties agree as follows:
1. Xxxxxxxx grants to Optionee an option to
purchase from Xxxxxxxx 150,000 shares of its Common
Stock, no par value, at a price of $53.50 per share,
and otherwise in accordance with the terms and
conditions stated in the Plan.
2. Subject to the terms of the Plan and of this
Agreement (including paragraph 3 below), the option
granted hereunder shall be exercisable in whole or
part, from time to time, on and after August 30, 1997,
but in no event later than the earlier of (a) March 31,
2000 or (b) the date specified in the Plan relating to
Optionee's termination of employment with Xxxxxxxx and
its subsidiaries. No option may be exercised for less
than 100 shares of Common Stock unless the Optionee is
electing to exercise all the remaining options then
exercisable under this Agreement.
3. The option granted hereunder shall be exercisable
only if (a) on or before September 30, 1999, the Fair
Market Value (as defined in the Plan) of the Common
Stock equals or exceeds 150% of the exercise price for
a period of 30 consecutive calendar days and (b)
Optionee becomes Chief Executive Officer of Xxxxxxxx
and remains in that position through the date the
condition set forth in clause (a) is satisfied. For
purposes of applying the 150% ratio in clause (a) of
the previous sentence, proportionate adjustments shall
be made as appropriate in accordance with Section 6.02
of the Plan in the event of a recapitalization.
4. This Agreement is at all times subject to the
terms and conditions of the Plan, which terms and
conditions are incorporated herein by reference.
5. All notices to Xxxxxxxx must be in writing,
addressed to the Director, Employee Financial Services,
Xxxxxxxx Metals Company, 0000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, and are effective upon
receipt.
6. The effectiveness of this Agreement and of any
grant of an option hereunder are subject to compliance
with all applicable laws and regulations and to receipt
of any governmental approvals necessary for the
performance by the parties of their obligations
hereunder, including but not limited to compliance with
and approvals under all applicable exchange control and
securities laws.
IN WITNESS WHEREOF, Xxxxxxxx and Optionee have executed
this Agreement in duplicate as of the date first above written.
XXXXXXXX METALS COMPANY
Xxxxxxx X. Xxxxxx
By Xxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxx
______________________________
Optionee
