EXHIBIT 10(iii)(A)(92)
STOCK OPTION AGREEMENT
FOR NONEMPLOYEE DIRECTORS
THIS AGREEMENT, made as of the _________________ (the "Grant Date"),
between National Service Industries, Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxx (the "Optionee").
WHEREAS, the Company has adopted the National Service Industries, Inc.
2001 Nonemployee Directors' Stock Incentive Plan (the "Plan") in order to
provide additional incentive to nonemployee directors to exert maximum efforts
for the success of the Company; and
WHEREAS, pursuant to the terms of the Plan, the Board of Directors of
the Company has determined to grant an option to the Optionee as provided
herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option.
1.1 The Company hereby grants to the Optionee the right and
option (the "Option") to purchase all or any part of an aggregate of _____ whole
Shares subject to, and in accordance with, the terms and conditions set forth in
this Agreement and in the Plan.
1.2 The Option is not intended to qualify as an Incentive
Stock Option within the meaning of Section 422A of the Code.
1.3 This Agreement shall be construed in accordance and
consistent with, and subject to, the provisions of the Plan (the provisions of
which are incorporated herein by reference) and, except as otherwise expressly
set forth herein, the capitalized terms used in this Agreement shall have the
same definitions as set forth in the Plan.
2. Purchase Price.
The price at which the Optionee shall be entitled to purchase
Shares upon the exercise of the Option shall be $_____ per Share.
3. Duration of Option.
The Option shall be exercisable to the extent and in the
manner provided herein for a term commencing on the Grant Date and continuing
until _______ (the "Exercise Term"); provided, however, that the Option may be
earlier terminated as
provided in Section 6 hereof.
4. Exercisability of Option.
Unless otherwise provided in this Agreement or the Plan, the
Option shall entitle the Optionee to purchase, in whole at any time or in part
from time to time, the shares covered by the option.
5. Manner of Exercise and Payment.
5.1 Subject to the terms and conditions of this Agreement and
the Plan, the Option may be exercised by delivery of written notice to the
Company, at its principal executive office. Such notice shall state that the
Optionee is electing to exercise the Option and the number of Shares in respect
of which the Option is being exercised and shall be signed by the person or
persons exercising the Option. If requested, such person or persons shall (i)
deliver this Agreement to the Secretary of the Company who shall endorse thereon
a notation of such exercise and (ii) provide satisfactory proof as to the right
of such person or persons to exercise the Option.
5.2 The notice of exercise described in Section 5.1 shall be
accompanied by the full purchase price for the Shares in respect of which the
Option is being exercised, in cash, by check, or by transferring Shares to the
Company having a Fair Market value on the day preceding the date of exercise
equal to the cash amount for which such Shares are substituted.
5.3 Upon receipt of notice of exercise and full payment for
the Shares in respect of which the Option is being exercised, the Company shall,
subject to Section 12 of the Plan, take such action as may be necessary to
effect the transfer to the Optionee of the number of Shares as to which such
exercise was effective.
5.4 The Optionee shall not be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any Shares subject to the
Option until (i) the Option shall have been exercised pursuant to the terms of
this Agreement and the Optionee shall have paid the full purchase price for the
number of Shares in respect of which the Option was exercised, (ii) the Company
shall have issued and delivered the Shares to the Optionee, and (iii) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company, whereupon the Optionee shall have full voting and other
ownership rights with respect to such Shares.
6. Termination of Service.
6.1 Termination for Cause. If the Optionee's service as a
Director terminates for Cause, the Option shall immediately terminate in full
and no rights hereunder may be exercised.
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6.2 Other Termination of Service. If the Optionee's service as
a Director is terminated for any reason other than for Cause, the Option shall
continue to be exercisable in whole or in part (to the extent exercisable on the
date of such termination) at any time within three (3) years after the date of
such termination, but in no event after the expiration of the Exercise Term. In
the event of the Optionee's death, the Option shall be exercisable, to the
extent provided in the Plan and this Agreement, by the legatee or legatees under
the Optionee's will, or by the Optionee's personal representatives or
distributees and such person or persons shall be substituted for the Optionee
each time the Optionee is referred to herein.
7. Effect of Change in Control.
Notwithstanding anything contained in this Agreement to the
contrary, in the event of a Change in Control, (i) the Option shall become
immediately and fully exercisable, and (ii) the Optionee will be permitted to
surrender for cancellation within sixty (60) days after such Change in Control,
the Option or any portion of the Option to the extent not yet exercised and the
Optionee shall be entitled to receive immediately a cash payment in an amount
equal to the excess, if any, of (A) the greater of (x) the Fair Market value, on
the date preceding the date of the surrender, of the Shares subject to the
Option or portion of the Option surrendered or (y) the Adjusted Fair Market
Value of the Shares subject to the Option or the portion of the Option
surrendered, over (B) the aggregate purchase price for such Shares under the
Option; provided, however, that if the Option was granted within six (6) months
prior to the Change in Control, the Optionee shall be entitled to surrender for
cancellation the Option or any portion of the Option during the sixty (60) day
period following the expiration of six (6) months from the Grant Date and to
receive the amount described above with respect to such surrender for
cancellation.
8. Nontransferability.
The Option shall not be transferable other than by will or by
the laws of descent and distribution. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee.
9. No Right to Continuing Service.
Nothing in this Agreement or the Plan shall be interpreted or
construed to confer upon the Optionee any right with respect to continuance of
service as a director of the Company, nor shall this Agreement or the Plan
interfere in any way with the right of the Company to terminate the Optionee's
service as a director at any time.
10. Adjustments.
In the event of a Change in Capitalization, the Board shall
make appropriate adjustments to the number and class of Shares or other stock or
securities
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subject to the Option and the purchase price for such Shares or other stock or
securities. The Board's adjustment shall be made in accordance with the
provisions of Section 7 of the Plan and shall be effective and final, binding,
and conclusive for all purposes of the Plan and this Agreement.
11. Terminating Events.
Subject to Section 7 hereof, upon the effective date of (i)
the liquidation or dissolution of the Company or (ii) a merger or consolidation
of the Company (a "Transaction"), the Option shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of all Shares subject to the Option, upon exercise of the Option, the
same number and kind of stock, securities, cash, property, or other
consideration that each holder of Shares was entitled to receive in the
Transaction.
12. Optionee Bound by the Plan.
The Optionee hereby acknowledges receipt of a copy of the Plan
and agrees to be bound by all the terms and provisions thereof.
13. Modification of Agreement.
This Agreement may be modified, amended, suspended, or
terminated, and any terms or conditions may be waived, but only by a written
instrument executed by the parties hereto.
14. Severability.
Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.
15. Governing Law.
The validity, interpretation, construction, and performance of
this Agreement shall be governed by the laws of the State of Delaware without
giving effect to the conflicts of laws principles thereof.
16. Successors in Interest.
This Agreement shall inure to the benefit of and be binding
upon each successor to the Company. This Agreement shall inure to the benefit of
the Optionee's legal representatives. All obligations imposed upon the Optionee
and all rights granted to the Company under this Agreement shall be final,
binding, and conclusive upon the Optionee's heirs, executors, administrators,
and successors.
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17. Resolution of Disputes.
Any dispute or disagreement which may arise under, or as a
result of, or in any way relate to, the interpretation, construction, or
application of this Agreement shall be determined by the Board. Any
determination made hereunder shall be final, binding, and conclusive on the
Optionee and the Company for all purposes.
ATTEST: NATIONAL SERVICE INDUSTRIES, INC.
___________________________________ By:_____________________________________
Secretary Xxxxx Xxxxxx
Chairman, Chief Executive Officer
and President
________________________________________
Xxxxx X. Xxxxxx
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