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10.4 DIRECTORS' OPTION AGREEMENT
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<> Directors' Option Agreement
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Congratulations. You have been granted a Stock Option under the
Company's Stock Incentive Plan (the "Plan") on the following terms:
1. Number of Shares. The number of Shares of Common Stock of the Company
that you may purchase under this Option is:<>
2. Exercise Price. The exercise price to purchase Shares under this Option
is: $<> per Share.
3. Vesting. [The Shares originally subject to this Option will vest and
become exercisable as follows: (i) as to no more than 1,000 of the Shares
originally subject to the Option on the Date of Grant (or such lesser number as
remain subject to the Option in the case of an Option granted to a Director
filling a vacancy); (ii) as to no more than 2,000 of the Shares originally
subject to the Option on the first Meeting Date following your election or
appointment, as the case may be (or such lesser number as remain subject to the
Option in the case of an Option granted to a Director filling a vacancy); and
(iii) as to the remaining 2,000 Shares originally subject to the Option on the
second Meeting Date following such Director's election or appointment, as the
case may be (or such lesser number as remain subject to the Option in the case
of an Option granted to a Director filling a vacancy)] [50% of the Shares
originally subject to this Option will vest and become exercisable on each
Meeting Date if you are a Director at the time of the adjournment of the meeting
of shareholders held on such Meeting Date.] [All of the Shares subject to the
Option are vested and fully exercisable.] Notwithstanding any other provision
hereof, this Option, to the extent that it has not previously been exercised or
lapsed, shall vest fully and become exercisable upon the occurrence of any
Change in Control if you are then a Director.
4. Lapse. This Option will lapse and cease to be exercisable upon the
earliest of:
(i) the expiration of 10 years from the date of this Agreement,
(ii) nine months after you cease to be a Director because of your
death or Disability,
(iii) immediately upon your resignation as a Director, or
(iv) one year after you cease to be a Director for any reason other
than your death, disability or resignation.
5. Taxation. This Option is a Nonqualified Option. You will have taxable
income upon the exercise of this Option.
6. Exercise. This Option may be exercised by the delivery of this
Agreement, with the notice of exercise attached hereto properly completed and
signed by you, to the Treasurer of the Company, together with the aggregate
Exercise Price for the number of Shares as to which the Option is being
exercised, after the Option has become exercisable and before it has ceased to
be exercisable. The Exercise Price must be paid in cash by (a) delivery of a
certified or cashier's check payable to the order of the Company in such amount,
(b) wire transfer of immediately available funds to a bank account designated by
the Company, or (c) reduction of a debt of the Company to you. This Option may
be exercised as to less than all of the Shares purchasable hereunder, but not
for a fractional share, nor may it be exercised as to less than 100 Shares
unless it is exercised as to all of the Shares then available hereunder.
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7. No Transfer. This Option may not be sold, pledged nor otherwise
transferred other than by will or the laws of descent and distribution; and it
may be exercised during your lifetime only by you. This Agreement is neither a
negotiable instrument nor a security (as such term is defined in Article 8 of
the Uniform Commercial Code).
8. Not An Employment Agreement. This Agreement is not an employment
agreement and nothing contained herein gives you any right to continue to be a
Director of the Company or affect the right of the shareholders to terminate
your directorship.
9. Plan Controls. This Agreement is an Option Agreement (as such term is
defined in the Plan) under Article 7 of the Plan. The terms of this Agreement
are subject to, and controlled by, the terms of the Plan, as it is now in effect
or may be amended from time to time hereafter, which are incorporated herein as
if they were set forth in full. Any words or phrases defined in the Plan have
the same meanings in this Agreement. The Company will provide you with a copy of
the Plan promptly upon your written or oral request made to its Treasurer.
10. Miscellaneous. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof and it supersedes and
discharges all prior agreements (written or oral) and negotiations and all
contemporaneous oral agreements concerning such subject matter. This Agreement
may not be amended or terminated except by a writing signed by the party against
whom any such amendment or termination is sought. If any one or more provisions
of this Agreement shall be found to be illegal or unenforceable in any respect,
the validity and enforceability of the remaining provisions hereof shall not in
any way be affected or impaired thereby. This Agreement shall be governed by the
laws of the State of Ohio.
Please acknowledge your acceptance of this Agreement by signing the
enclosed copy in the space provided below and returning it promptly to the
Company.
PH GROUP INC.
By:
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Xxxxxxx X. Xxxxxxx, President
Accepted and Agreed to as of
the date first set forth above:
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OPTION EXERCISE FORM
The undersigned hereby exercises the right to purchase ________________
shares of Common Stock of the Company pursuant to the Option Agreement dated
<> under the Company's Stock Incentive Plan. The undersigned
hereby represents and warrants to the Company that he or she is not exercising
such rights nor planning to transfer such shares while in the possession of
material inside information relating to the Company.
Date:
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Sign and complete this Option Exercise Form and deliver it to:
PH Group Inc.
Attn.: Treasurer
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxx 00000
together with the option price in cash by (a) delivery of a certified or
cashier's check payable to the order of the Company in such amount, (b) wire
transfer of immediately available funds to a bank account designated by the
Company, or (c) reduction of a debt of the Company to you.
