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EXHIBIT 10(M)
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is entered into this 6th day
of February, 1996 by and between Xxxx Industries, Inc., a California corporation
(the "Company") and Non-Employee Director ("Optionee"), a director eligible to
participate in the Company's Non-Employee Directors' Stock Option Plan (the
"Plan").
It is hereby agreed as follows:
1. GRANT OF OPTION UNDER THE PLAN
The Company hereby grants Optionee an option to purchase 10,000 shares of
its common stock at an exercise price of $22.50, pursuant to the Plan (a copy of
which is attached to this Agreement and by this reference is incorporated
herein) in the manner and subject to the conditions set forth herein.
2. TIME OF EXERCISE OF OPTION
No portion of the option granted hereby shall be exercisable prior to six
months and one day from the date hereof. At that time through October 1, 1996,
30% of the options granted hereby are exercisable; after October 1, 1996 through
October 1, 1997, 60% of the options granted hereby are exercisable; after
October 1, 1997, all options granted hereby are exercisable. Once becoming
exercisable, this option may be exercised, partially or in full, at any time
through the close of business on February 6, 2001, at which time this option
shall terminate.
3. METHODS OF EXERCISE AND PAYMENT
This option may be exercised by giving notice of exercise to either the
Chief Financial Officer, Treasurer, or Secretary of the Company, setting forth
the number of options being exercised and accompanied by payment of the exercise
price. The exercise price may consist of cash or the transfer to the Company of
shares of its outstanding common stock; in each instance having a value equal to
the number of shares to which this option is being exercised times the exercise
price per share. If shares of common stock are being used to exercise this
option, such shares shall be valued at the closing price of the Company's common
stock on the New York Stock Exchange (or if not so listed, valued as established
by the Plan) on the day immediately preceding the exercise date.
The Company shall make delivery of the certificate representing the shares
as directed by Optionee as soon as possible but not later than ten business days
from date of exercise.
4. PUBLIC RESALE OF SHARES
It is anticipated that the shares issued upon the exercise of this option
will be registered under the Securities Act of 1933, thereby permitting Optionee
the right to resell the shares to the public (subject to the limitations imposed
by Rule 144 of such Act). In the event that such shares cannot be freely sold to
the public, Optionee agrees that a legend shall be affixed to the share
certificate representing such shares to the effect that said shares are not
freely tradable.
5. RIGHTS PRIOR TO EXERCISE OF OPTION
This option is nontransferable by Optionee, except in the event of
Optionee's death as provided in the Plan, during Optionee's lifetime and is
exercisable only by Optionee.
6. TERMS OF PLAN TO CONTROL
To the extent any of the terms and conditions of this Agreement are
inconsistent with the terms or conditions of the Plan, the terms and conditions
of the Plan shall control. Further, all of the terms and
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conditions of any amendments to the Plan adopted after the date hereof which are
not adverse to Optionee shall be deemed part of the Plan incorporated herein by
reference.
7. COUNTERPARTS AND SEVERAL EXECUTIONS
This Agreement may be executed in counterparts, which counterparts, taken
together and regardless of the date of execution of same, shall constitute one
agreement.
8. EFFECTIVENESS OF OPTION
This Agreement and the option granted herein shall become null and void
unless the Plan is approved by the requisite vote of the Company's shareholders
as set forth in the Plan.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the day first above written.
XXXX INDUSTRIES, INC.
by
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NON-EMPLOYEE DIRECTOR
by
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Non-employee Director
