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EXHIBIT 10.11
PACKAGED ICE, INC.
STOCK OPTION PLAN AGREEMENT
AGREEMENT made and entered into as of the ____ day of ____________,
199__, by and between Packaged Ice, Inc., a Texas corporation (the "Company"),
and __________________________ (the "Employee").
WHEREAS, pursuant to the Packaged Ice, Inc. Stock Option Plan (the
"Plan"), the Company, having determined that its interests will be advanced by
providing an incentive to the Employee to acquire a proprietary interest in the
Company and, as a stockholder, to share in its success, with added incentive to
work effectively for and in the Company's interest.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:
SECTION ONE
GRANT
The Company hereby grants to the Employee, as a matter of separate
agreement and not in lieu of salary or any other compensation for services, the
right and option (the "Option" or "Options"), to purchase _______________ full
shares of authorized but unissued common stock of the Company on the terms and
conditions set forth in this Agreement.
SECTION TWO
PRICE
The purchase price of said shares of common stock underlying the
Options shall be the fair market value of the shares at the close of business
on the date hereof (the "Date of Grant"), $_____ per share.
SECTION THREE
WHEN EXERCISABLE
The Options shall become exercisable in five equal annual installments
of ________ shares each, beginning one year after the Date of Grant. The
Options shall be exercisable only as follows:
(a) At any time after five years from the Date of Grant, the Options
shall be exercisable in full except to the extent they have already been
exercised or have expired.
(b) Upon a Change of Control, as defined in the Plan, the Options shall
become immediately exercisable.
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(c) Upon an initial public offering (IPO) by the Company, the Options
shall become immediately exercisable.
(d) Except as otherwise provided in this Agreement, the Options shall
expire ten years from the Date of Grant.
SECTION FOUR
HOW EXERCISABLE
The Employee, or his or her personal representative in the event of
the Employee's death, shall exercise the Options by written notice to the
Company, which notice shall specify the number of shares to be purchased and
shall be accompanied by (i) cash or a check payable and acceptable to the
Company or (ii) shares owned by the Employee having an aggregate market value
as of the date of exercise which is not greater than the full Option purchase
price for the shares with respect to which the Options are being exercised;
provided, however, that if the Employee tenders shares having an aggregate
market value as of the date of exercise which is greater than the full Option
purchase price for the shares with respect to which the Options are being
exercised, the Board of Directors or a committee composed of non-employee
members of the Board of Directors (either entity hereinafter referred to as the
"Committee") may, upon confirming that the Employee owns the number of
additional shares being tendered, authorize the issuance of a new certificate
for the number of shares being acquired pursuant to the exercise of the Options
less the number of shares being tendered upon the exercise plus the number of
any shares in excess of those being tendered as consideration for the Option
purchase price. Any exercise pursuant to (ii) shall be subject to the approval
of the Committee. Any tender of shares pursuant to (ii) that does not account
for the full purchase price of the shares to be issued under the exercise of
the Options shall be accompanied by cash or a check payable and acceptable to
the Company for the balance of the purchase price of the Options exercised.
Payment instruments will be received subject to collection.
The Employee agrees that all shares purchased by him under the Options
are acquired for investment and not for distribution, and that any notice of
exercise of the Options shall be accompanied by a written representation,
signed by him, to that effect. Additionally, the Employee acknowledges that the
shares issued hereunder may be subject to certain purchase and sale
restrictions under a shareholder agreement between the Company and certain of
its shareholders and the Employee agrees to execute a shareholder agreement
substantially in the form of the Amended and Restated Shareholders Agreement
attached hereto as Exhibit A.
SECTION FIVE
TRANSFER
The Options shall not be transferable by the Employee other than by
will and the laws of descent and distribution. During the lifetime of the
Employee, the Options shall be exercisable only by him. The Options shall not
otherwise be transferred, assigned, pledged or hypothecated for any purpose
whatsoever and are not subject, in whole or in part, to execution, attachment
or similar process. Any attempted assignment, transfer, pledge or hypothecation
or other disposition of the Options, other than in accordance with the terms
set forth herein, shall be void and of no effect.
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SECTION SIX
TERMINATION OF OPTIONS
(a) In the event of termination of the employment of the Employee for
any cause, other than death, disability, retirement or for cause, whether by
reason of resignation or discharge, the Options shall terminate 30 days from
the date on which such employment terminated.
(b) All Options shall immediately become exercisable upon the
Employee's death, disability or retirement, and shall terminate at the earlier
of six months from the date of the Employee's death, permanent disability,
retirement or the expiration date of the Options.
(c) Upon termination for cause, the Options shall expire and become
unexercisable on the date of termination.
SECTION SEVEN
IMPACT ON OTHER BENEFITS
The value of the Options (either on the Date of Grant or at the time
the Options are vested) shall not be includable as compensation or earnings for
purposes of any other benefit plan offered by the Company.
SECTION EIGHT
ADMINISTRATION
The Committee shall have full authority and discretion (subject only
to the express provisions of the Plan) to decide all matters relating to the
administration and interpretation of the Plan and this Agreement. All such
Committee determinations shall be final, conclusive, and binding upon the
Company, the Employee, and any and all interested parties.
SECTION NINE
AGREEMENT TO CONTINUE IN EMPLOYMENT
Nothing in the Plan or this Agreement shall confer on the Employee any
right to continue in the employ of the Company or interfere in any way with the
right of the Company to terminate his or her employment at any time.
SECTION TEN
AMENDMENTS
This Agreement shall be subject to the terms of the Plan as amended
except that the Options that are the subject of this Agreement may not in any
way be amended or terminated after the Date of Grant without the Employee's
written consent.
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SECTION ELEVEN
FORCE AND EFFECT
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforceability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
SECTION TWELVE
NOTICE OF DISPOSITION OF SHARES
The Employee agrees that if he or she should dispose of any shares of
stock acquired on the exercise of the Options, including a disposition by sale,
exchange, gift or transfer of legal title within six months from the date such
shares are transferred to the Employee, the Employee shall notify the Company
promptly of such disposition.
SECTION THIRTEEN
GOVERNING LAWS
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
PACKAGED ICE, INC.
By:
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Name:
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Title:
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EMPLOYEE:
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