1
EXHIBIT 10.49
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is
entered into as of October 26, 1998, by and between NORCAL WASTE SYSTEMS, INC.,
a California corporation (the "Company"), and XXXXXX X. XXXXX ("Optionee"). The
parties agree as follows:
1. Grant of Option. Pursuant to the Company's 1996 Employee Stock
Incentive Plan (the "Plan"), the Company will grant to Optionee the following
nonqualified stock options (collectively the "Options") to acquire shares of the
Company's common stock (collectively, the "Shares"):
(a) On October 26, 1998, the Company will grant to
Optionee a nonqualified stock option to acquire 50,000 Shares at a per share
exercise price equal to the Fair Market Value of a Share on that date (the "1998
Option"). As long as Optionee remains employed by the Company, the 1998 Option
will become exercisable ("Vest") as follows:
Cumulative Percentage Cumulative Number
Date of Shares Vested of Shares Vested
------ --------------------- ----------------
Before
9/30/99 0% -0-
9/30/99 20% 10,000
9/30/00 40% 20,000
9/30/01 70% 35,000
9/30/02 100% 50,000
Additionally, as long as Optionee remains employed by the
Company, Optionee may exercise the 1998 Option to purchase all or part of the
Shares underlying the 1998 Option that have Vested at any time on or before
September 30, 2005.
(b) On September 30, 1999, the Company will grant to
Optionee a nonqualified stock option to acquire 50,000 Shares at a per share
exercise price equal to the Fair Market Value of a Share on that date (the "1999
Option"). As long as Optionee remains employed by the Company, the 1999 Option
will Vest as follows:
2
Cumulative Percentage Cumulative Number
Date of Shares Vested of Shares Vested
------ --------------------- ----------------
Before
9/30/00 0% -0-
9/30/00 20% 10,000
9/30/01 40% 20,000
9/30/02 70% 35,000
9/30/03 100% 50,000
Additionally, as long as Optionee remains employed by the
Company, Optionee may exercise the 1999 Option to purchase all or part of the
Shares underlying the 1999 Option that have Vested at any time on or before
September 30, 2006.
(c) On September 30, 2000, the Company will grant to
Optionee a nonqualified stock option to acquire 50,000 Shares at a per share
exercise price equal to the Fair Market Value of a Share on that date (the "2000
Option"). As long as Optionee remains employed by the Company, the 2000 Option
will Vest as follows:
Cumulative Percentage Cumulative Number
Date of Shares Vested of Shares Vested
------ --------------------- ----------------
Before
9/30/01 0% -0-
9/30/01 20% 10,000
9/30/02 40% 20,000
9/30/03 70% 35,000
9/30/04 100% 50,000
Additionally, as long as Optionee remains employed by the
Company, Optionee may exercise the 2000 Option to purchase all or part of the
Shares underlying the 2000 Option that have Vested at any time on or before
September 30, 2007.
(d) Upon the termination of Optionee's employment with the
Company for any reason (whether by reason of death, disability, voluntary
resignation, involuntary termination or any other reason), all ungranted Options
shall remain ungranted Options and all Unvested Shares will remain be Unvested
Shares, no further Shares will be granted or become Vested, and the granted
Options, if any, may not be exercised to purchase any Unvested Shares.
2. Exercise of Option. After Optionee's Termination of Service
for any reason, Optionee must exercise the Options, to the extent exercisable,
within the time periods
2
3
specified in Section 7(e) of the Plan, pursuant to the procedures set forth in
Section 7(f) of the Plan.
3. Compliance with Securities Laws. The grant and any subsequent
exercise of the Options are subject to compliance with all applicable federal
and state securities laws.
4. Other Terms. The other terms of the Options will be the same
as those provided for in the Plan, except that the definition of "Cause" will
have the meaning set forth in Paragraph 4.1 of that certain Employment
Agreement, dated October 26, 1998, by and between the Company and Optionee (the
"Employment Agreement"). The Plan is attached hereto and is incorporated herein
by this reference. Optionee has read the Plan and agrees to be bound by its
terms. If there is any inconsistency between the terms of this Agreement and the
terms of the Employment Agreement, the terms of the Employment Agreement will
control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.
NORCAL WASTE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------- -----------------------------
Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxx
President and CEO
Attachments (1) Spousal Consent
(2) 1996 Employee Stock Incentive Plan
3
