EXHIBIT 10.1
OUTLOOK GROUP CORP.
STOCK OPTION AGREEMENT
TO: <><>
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DATE: <>
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In order to provide additional incentive through stock ownership for
certain officers and key employees of Outlook Group Corp. (the "Corporation")
and its subsidiaries, you (the "Grantee") are hereby granted a Stock Option
("Option") effective as of ____________, 200_ (the "Grant Date"), to purchase
__________ shares of the Corporation's Common Stock at a price per share of
$_______.
This Option is subject to the terms and conditions set forth in this
Agreement and in the Outlook Group Corp. 2005 Stock Incentive Plan (the "Plan"),
the terms of which are incorporated herein by reference.
[One of the following alternatives shall be designated. If no
alternative is designated, Alternative 1 shall apply]:
[ ] Alternative 1: This option shall become exercisable under the
schedule set forth in Section 10 of the Plan, which is as
follows:
Years After Maximum Number of Shares
Grant Date Which May Be Exercised
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Less than 1 0%
1 but less than 2 Twenty-five percent (25%)
2 but less than 3 Fifty percent (50%)
3 but less than 4 Seventy-five percent (75%)
4 but less than 10 One hundred percent (100%)
[ ] Alternative 2: This Option shall become exercisable in
accordance with the schedule established by the Committee at
the time of grant and set forth below:
[ ] Alternative 3: This Option shall vest immediately; however,
you may not sell any shares acquired upon exercise of the
Option for at least six months after the Grant Date.
This Option will lapse after 10 years from the Grant Date and thus may
not be exercised thereafter. No part of this Option is transferable or
assignable, in whole or in part, unless otherwise provided for in the Plan.
This Option shall terminate on the date you cease to be employed by the
Corporation or its subsidiaries, except that (i) during the three-month period
following the date of such termination of employment and if such termination is
not for cause, you shall be entitled to exercise the Option granted hereunder to
the extent such Option was exercisable on the date of the termination of your
employment, and (ii) during the one-year period following the date of
termination of employment due to disability (as defined in the Plan for ISOs) or
death, you or your representative shall be entitled to exercise the Option
granted hereunder in full (to the extent not previously exercised). Such
three-month or one-year period shall not, however, extend the term of any Option
beyond the date such Option would otherwise have lapsed.
[If ISO treatment] [This option is intended to be an incentive stock
option ("ISO") to the maximum extent permitted by law. In accordance with
Internal Revenue Code rules, the aggregate fair market value (determined as of
the date of grant) of shares with respect to which ISOs are exercisable for the
first time during any calendar year (under the Plan or under any other incentive
stock option plan of the Company or Subsidiary of the Company) may not exceed
$100,000. If the fair market value of shares on the date of grant with respect
to which ISOs are exercisable for the first time during any calendar year
exceeds $100,000, then the options for the first $100,000 of shares to become
exercisable in such calendar year will be ISOs and the options for the amount in
excess of $100,000 that become exercisable in that calendar year will be treated
as non-qualified stock options ("NSOs").]
[If solely NSO treatment] [This option is a non-qualified stock
option.]
Prior to the exercise of an Option you should consult your tax advisor
regarding the tax consequences thereof. No shares shall be issued upon exercise
of an Option until withholding taxes, if any, and any other withholding
obligation, if any, have been satisfied (as applicable). The Committee may
provide that, if and to the extent withholding of any federal, state or local
tax is required in connection with the exercise of an Option, the Grantee may
elect, at such time and in such manner as the Committee may prescribe, to have
the Corporation hold back from the shares to be issued, the number of shares of
Common Stock calculated to have a Fair Market Value equal to such withholding
obligation.
Under applicable securities laws, you may not be able to sell any
shares for a period of time after your purchase, and you must comply with the
Corporation's xxxxxxx xxxxxxx restrictions and policies. The Corporation's
counsel should be consulted on your ability to sell your shares under federal
securities laws.
The Plan provides that no Option may be exercised unless the Plan is in
full compliance with all laws and regulations applicable thereto.
No amendment, modification or waiver of this Agreement, in whole or in
part, shall be binding unless consented to in writing by the Corporation and no
amendment may cause any Grantee to be unfavorably affected with respect to any
Option already granted hereunder.
Neither the establishment of, nor the awarding of Options under this
Plan shall be construed to create a contract of employment between any Grantee
and the Corporation or its subsidiaries; nor does it give any Grantee the right
to continue in the employment of the
Corporation or its subsidiaries or limit in any way the right of the Corporation
or its subsidiaries to discharge any Grantee at any time and without notice,
with or without cause, or to any benefits not specifically provided by this
Plan, or in any manner modify the Corporation's right to establish, modify,
amend or terminate any profit sharing, retirement or other benefit plans.
The terms of the Plan shall have precedence over any terms in this
Agreement that are inconsistent therewith.
OUTLOOK GROUP CORP.
By: /s/ Xxxx X. Xxxxxx
Secretary
Accepted ___________, 200_
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