EXHIBIT 10.30
NON-QUALIFIED STOCK OPTION AGREEMENT
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THIS AGREEMENT, dated February 26, 1997, is made by and between Rental
Service Corporation, a Delaware corporation hereinafter referred to as the
"Company," and (Director), an Independent Director of the Company, hereinafter
referred to as the "Optionee:"
WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $.01 par value Common Stock; and
WHEREAS, the Company wishes to carry out the Plan (the terms of which
are hereby incorporated by reference and made a part of this Agreement); and
WHEREAS, the Board has determined that it would be to the advantage
and best interest of the Company and its shareholders to grant the Non-Qualified
Option provided for herein to the Optionee as an inducement to serve on the
Company's Board of Directors and as an incentive for increased efforts during
such service, and has advised the Company thereof and instructed the undersigned
officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
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Whenever the following terms are used in this Agreement, they shall
have the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates. All capitalized terms used
herein without definition shall have the meanings ascribed to such terms in the
Plan.
Section 1.1 - Board
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"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Code
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"Code" shall mean the Internal Revenue Code of 1986, as amended.
Section 1.3 - Company
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"Company" shall mean Rental Service Corporation, a Delaware
corporation.
Section 1.4 - Director
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"Director" shall mean a member of the Board.
Section 1.5 - Exchange Act
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"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
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Section 1.6 - Independent Director
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"Independent Director" shall mean a Director who is not an
Employee of the Company.
Section 1.7 - Option
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"Option" shall mean the non-qualified option to purchase Common
Stock of the Company granted under this Agreement.
Section 1.8 - Plan
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"Plan" shall mean The 1996 Equity Participation Plan of Rental
Service Corporation.
Section 1.9 - Rule 16b-3
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"Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended from time to time.
Section 1.10 - Secretary
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"Secretary" shall mean the Secretary of the Company.
Section 1.11 - Securities Act
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"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.12 - Termination of Directorship
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"Termination of Directorship" shall mean the time when the
Optionee for any reason, including, but not by way of limitation, a termination
by resignation, failure to be elected, death, disability or retirement. The
Board, in its absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Directorship.
ARTICLE II
GRANT OF OPTION
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Section 2.1 - Grant of Option
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In consideration of the Optionee's agreement to serve as a
Director of the Company and for other good and valuable consideration, on the
date hereof the Company irrevocably grants to the Optionee the option to
purchase any part or all of an aggregate of (ShareNumber) shares of its $.01 par
value Common Stock upon the terms and conditions set forth in this Agreement.
Section 2.2 - Purchase Price
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The purchase price of the shares of stock covered by the Option
shall be $(ExercisePrice) per share without commission or other charge.
Section 2.3 - Consideration to Company
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In consideration of the granting of this Option by the Company,
the Optionee agrees to serve as a Director until the next annual meeting of the
Company's stockholders. Nothing in this Agreement or in the Plan shall confer
upon the Optionee any right to continue as a director, or shall interfere with
or restrict in any way the rights of the Company and its stockholders, which are
hereby
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expressly reserved, to remove the Optionee in accordance with applicable
law and the Company's Certificate of Incorporation.
Section 2.4 - Adjustments in Option
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The Board shall make adjustments with respect to the Option in
accordance with the provisions of Section 10.3 of the Plan.
ARTICLE III
PERIOD OF EXERCISABILITY
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Section 3.1 - Commencement of Exercisability
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(a) Subject to Section 5.6, the Option shall become exercisable
in four (4) cumulative installments as follows:
(i) An installment covering 1/4 of the shares shall
become exercisable on February 26, 1998;
(ii) An installment covering 1/4 of the shares shall
become exercisable on February 26, 1999;
(iii) An installment covering 1/4 of the shares shall
become exercisable on February 26, 2000;
(iv) An installment covering 1/4 of the shares shall
become exercisable on February 26, 2001.
(b) No portion of the Option which is unexercisable at
Termination of Directorship shall thereafter become exercisable.
Section 3.2 - Duration of Exercisability
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The installments provided for in Section 3.1 are cumulative. Each
such installment which becomes exercisable pursuant to Section 3.1 shall remain
exercisable until it becomes unexercisable under Section 3.3.
Section 3.3 - Expiration of Option
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The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) the expiration of ten (10) years from the date the Option
was granted; or
(b) the expiration of three (3) months from the date of the
Optionee's Termination of Directorship for any reason other than the Optionee's
death, unless the Optionee dies within said three-month period; or
(c) the expiration of one (1) year from the date of the
Optionee's death; or
(d) the effective date of either the merger or consolidation of
the Company with or into another corporation, or the acquisition by another
corporation or person of all or substantially all of the Company's assets or
eighty percent (80%) or more of the Company's then outstanding voting stock, or
the liquidation or dissolution of the Company, unless the Board waives this
provision in connection with such termination. At least ten (10) days prior to
the effective date of
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such merger, consolidation, acquisition, liquidation or dissolution, the Board
shall give the Optionee notice of such event if the Option has then neither been
fully exercised nor become unexercisable under this Section 3.3.
Section 3.4 - Acceleration of Exercisability
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In the event of the merger or consolidation of the Company with
or into another corporation, or the acquisition by another corporation or person
of all or substantially all of the Company's assets or eighty percent (80%) or
more of the Company's then outstanding voting stock, or the liquidation or
dissolution of the Company, the Board may, in its absolute discretion and upon
such terms and conditions as it deems appropriate, provide by resolution adopted
prior to such event and incorporated in the notice referred to in Section
3.3(d), that at some time prior to the effective date of such event this Option
shall be exercisable as to all the shares covered hereby, notwithstanding that
this Option may not yet have become fully exercisable under Section 3.1(a);
provided, however, that this acceleration of exercisability shall not take place
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if this Option becomes unexercisable under Section 3.3 prior to said effective
date; provided, further, that nothing in this Section 3.4 shall make this Option
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exercisable if it is otherwise unexercisable.
The Board may make such determinations and adopt such rules and
conditions as it, in its absolute discretion, deems appropriate in connection
with such assumption, substitution or acceleration of exercisability, including,
but not by way of limitation, provisions to ensure that any such acceleration
and resulting exercise shall be conditioned upon the consummation of the
contemplated corporate transaction, and determinations regarding whether
reasonable and adequate provisions for assumption or substitution have been made
as defined in subsection (a) above.
ARTICLE IV
EXERCISE OF OPTION
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Section 4.1 - Person Eligible to Exercise
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During the lifetime of the Optionee, only he may exercise the
Option or any portion thereof. After the death of the Optionee, any exercisable
portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3, be exercised by his personal representative or
by any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
Section 4.2 - Partial Exercise
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Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 3.3; provided, however, that each partial exercise shall be for not less
than one hundred (100) shares (or the minimum installment set forth in Section
3.1, if a smaller number of shares) and shall be for whole shares only.
Section 4.3 - Manner of Exercise
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The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when the Option or such portion becomes unexercisable under Section
3.3:
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(a) Notice in writing signed by the Optionee or the other person
then-entitled to exercise the Option or portion stating that the Option or
portion is thereby exercised, which notice shall comply with all applicable
rules established by the Board; and
(b) (i) Full cash payment to the Secretary of the Company for the
shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Board, (A) shares of the
Company's Common Stock owned by the Optionee, duly endorsed for transfer to the
Company, with a Fair Market Value on the date of delivery equal to the aggregate
exercise price of the Option or exercised portion thereof, or (B) shares of the
Company's Common Stock issuable to the Optionee upon exercise of the Option,
with a Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof;
(iii) With the consent of the Board, a full recourse
promissory note bearing interest (at no less than such rate as shall then
preclude the imputation of interest under the Code or successor provision) and
payable upon such terms as may be prescribed by the Board. The Board may also
prescribe the form of such note and the security to be given for such note. The
Option may not be exercised, however, by delivery of a promissory note or by a
loan from the Company when or where such loan or other extension of credit is
prohibited by law;
(iv) With the consent of the Board, any combination of the
consideration provided in the foregoing subparagraphs (i), (ii), (iii) and (iv);
and
(c) A bona fide written representation and agreement, in a form
satisfactory to the Board, signed by the Optionee or other person then entitled
to exercise such Option or portion, stating that the shares of stock are being
acquired for his own account, for investment and without any present intention
of distributing or reselling said shares or any of them except as may be
permitted under the Securities Act and then applicable rules and regulations
thereunder, and that the Optionee or other person then entitled to exercise such
Option or portion will indemnify the Company against and hold it free and
harmless from any loss, damage, expense or liability resulting to the Company if
any sale or distribution of the shares by such person is contrary to the
representation and agreement referred to above. The Board may, in its absolute
discretion, take whatever additional actions it deems appropriate to ensure the
observance and performance of such representation and agreement and to effect
compliance with the Securities Act and any other federal or state securities
laws or regulations. Without limiting the generality of the foregoing, the Board
may require an opinion of counsel acceptable to it to the effect that any
subsequent transfer of shares acquired on an Option exercise does not violate
the Securities Act, and may issue stop-transfer orders covering such shares.
Share certificates evidencing stock issued on exercise of this Option may bear
an appropriate legend referring to the provisions of this subsection (c) and the
agreements herein. The written representation and agreement referred to in the
first sentence of this subsection (c) shall, however, not be required if the
shares to be issued pursuant to such exercise have been registered under the
Securities Act, and such registration is then effective in respect of such
shares; and
(d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option.
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Section 4.4 - Conditions to Issuance of Stock Certificates
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The shares of stock deliverable upon the exercise of the Option,
or any portion thereof, may be either previously authorized but unissued shares
or issued shares which have then been re-acquired by the Company. Such shares
shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Board shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Board shall, in its absolute
discretion, determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Board may from time to time establish for reasons
of administrative convenience.
Section 4.5 - Rights as Shareholder
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The holder of the Option shall not be, nor have any of the rights
or privileges of, a shareholder of the Company with respect to any shares
purchasable upon the exercise of any part of the Option unless and until
certificates representing such shares shall have been issued by the Company to
such holder.
ARTICLE V
OTHER PROVISIONS
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Section 5.1 - Administration
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The Board or the Committee shall have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Board or the Committee in good
faith shall be final and binding upon the Optionee, the Company and all other
interested persons. No member of the Board or the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Option. In its absolute discretion, the Board may, at
any time and from time to time, exercise any and all rights and duties of the
Committee under the Plan and this Agreement, or may, at any time and from time
to time, delegate to the Committee any and all of its rights and duties under
the Plan and this Agreement.
Section 5.2 - Option Not Transferable
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Neither the Option nor any interest or right therein or part
thereof shall be sold, pledged, assigned, or transferred in any manner other
than by will or the laws of descent and distribution, unless and until such
Option has been exercised, or the shares underlying such Option
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have been issued, and all restrictions applicable to such shares have lapsed.
Neither the Option nor any interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his successors
in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect, except to the extent that such disposition is permitted
by the preceding sentence.
Section 5.3 - Shares to Be Reserved
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The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
Section 5.4 - Notices
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Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.
Section 5.5 - Titles
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Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 5.6 - Construction
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This Agreement shall be administered, interpreted and enforced
under the internal laws of the State of Delaware without regard to conflicts of
laws thereof.
Section 5.7 - Conformity to Securities Laws
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The Optionee acknowledges that the Plan is intended to conform to
the extent necessary with all provisions of the Securities Act and the Exchange
Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, including without limitation, Rule 16b-3.
Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the Option is granted and may be exercised, only in such a manner as to
conform to such laws, rules and regulations. To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.
(signature page follows)
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
Rental Service Corporation
By _______________________________
Xxxxxx Xxxx, Chairman & CEO
By ___________________________
Xxxxxxx X. Xxxxxxxx, Secretary
___________________________
(Director), Optionee
___________________________
___________________________
Address
Optionee's Taxpayer Identification Number:
___________________________
Date: February 26, 1997
Number of shares covered by Option: (ShareNumber)
Exercise Price per share - $20.25
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