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Exhibit 10(c)(iii)
OUTSIDE DIRECTORS
STOCK OPTION AGREEMENT
XXXXXX CORPORATION
STOCK INCENTIVE PLAN
Amended as of 10/24/97
This Stock Option Agreement ("Agreement") is entered into as of the ____ day of
___________, 199_ between Xxxxxx Corporation (the "Corporation"), a Delaware
corporation having its principal office in Melbourne, Florida, and [___________]
(the "Director"), an outside director of the Corporation.
1. THE OPTION: Under and subject to the provisions of the Corporation's
Stock Incentive Plan as in effect from time to time (the "Plan"), the
Corporation hereby grants to the Director the option to purchase an aggregate of
2,000 shares of Common Stock of the Corporation at the price of [price per
share], subject to the following conditions:
(a) During the lifetime of the Director, this option shall be
exercisable only by the Director, and (except when Section 2
is applicable) only while the Director continues to serve as a
Director of the Corporation.
(b) Notwithstanding any other provision of this Agreement,
this option shall expire no later than ten years from the date
of this Agreement, and shall not be exercisable thereafter.
(c) The number of shares of Common Stock with respect to which
the option may be exercised from time to time is limited to
the following percentages of the aggregate number of shares
optioned hereby:
(i) After the end of one year and prior to the end of
two years from the date hereof, not more than fifty
percent;
(ii) After the end of two years and prior to the end
of three years from the date hereof, not more than
seventy-five percent;
(iii) After the end of three years from the date
hereof, one-hundred percent.
(d) Upon a "Change of Control" of the Corporation any option
which has been outstanding for more than one year shall
immediately become exercisable. For purpose of this Agreement,
a "Change of Control" is defined in Section 11 of the Plan.
2. RETIREMENT. The option may be exercised by the Director and for a
period of three (3) years following retirement, provided that only those Options
exercisable at the date of the Director's retirement may be exercised during the
period following retirement.
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3. DEATH. In the event of the death of the Director, the Option shall
be exercisable only within the twelve (12) months next succeeding the date of
death, and then only (i) by the executor or administrator of the Director's
estate or by the person or persons to whom the Director's rights under the
Option shall pass by the Director's will or the laws of descent and
distribution, and (ii) if and to the extent that the Director was entitled to
exercise the Option at the date of the Director's death.
4. EXERCISE OF OPTION. This option may be exercised by delivering to
the Corporation at the office of its Secretary (i) a written notice, signed by
the person entitled to exercise the option, stating the number of shares such
person then elects to purchase hereunder, (ii) payment in an amount equal to the
full purchase price of the shares then to be purchased, and (iii) in the event
the option is exercised by any person other than the Director, evidence
satisfactory to the Corporation that such person has the right to exercise the
option. Payment shall be made in cash, shares of common stock, or any
combinations thereof. Upon the due exercise of the option, the Corporation shall
issue in the name of the person exercising the option, and deliver to the
Director, one or more certificates for the shares in respect of which the option
shall have been so exercised. The Director agrees that no holder of the option
shall have any rights as a shareholder in respect of any shares as to which the
option shall not have been duly exercised and that no rights as a shareholder
shall arise in respect of any shares as to which the option shall have been duly
exercised until and except to the extent that a certificate or certificates for
such shares shall have been issued.
5. PROHIBITION AGAINST TRANSFER. The option and rights granted by the
Corporation under this Agreement are not transferable except by will or the laws
of descent and distribution. Without limiting the generality of the foregoing,
the option may not be assigned, transferred except as aforesaid, pledged or
hypothecated, shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the option contrary to
the provisions hereof, or the levy of any execution, attachment or similar
process upon the option, shall be null and void and without effect.
6. ADJUSTMENTS. In case there shall be a merger, reorganization,
consolidation, recapitalization, stock dividend or other change in corporate
structure such that shares of Common Stock are changed into or become
exchangeable for a larger or smaller number of shares, thereafter the number of
shares subject to outstanding Options granted to Directors and the number of
shares subject to Options to be granted to Directors under the Plan shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in the number of shares of Common Stock by reason of such change in
corporate structure, provided that the number of shares shall always be a whole
number, and the purchase price per share of any outstanding Options shall, in
the case of an increase in the number of shares, be proportionately reduced, and
in the case of a decrease in the number of shares, shall be proportionately
increased.
7. COMMITTEE. The Committee administering the Plan shall have
authority, subject to the express provisions of the Plan as in effect from time
to time, to construe this Agreement.
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8. INCORPORATION OF PLAN PROVISIONS. This Agreement is made pursuant to
the Plan, the provisions of which are hereby incorporated by reference.
Capitalized terms not otherwise defined herein have the meanings set forth in
the Plan. In the event of a conflict between the terms of this Agreement and the
Plan, the terms of the Plan shall govern.
XXXXXX CORPORATION
By:
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Chairman, President and
Chief Executive Officer
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