Exhibit (a)(5)
FORM OF
PROMISE TO GRANT STOCK OPTION(S)
TO:______________________
In exchange for your agreement to cancel certain stock options ("Old
Option(s)") you received from Decorator Industries, Inc. ("Decorator"),
Decorator hereby promises to grant you a stock option or options, as applicable
(the "New Option(s)"), covering [______] shares of Decorator's common stock no
earlier than September 24, 2002 and no later than December 31, 2002, or, if
Decorator extends the exchange offer, a date which is no earlier than six months
and a day following the cancellation date of the Old Options (the "New Grant
Date"). The exercise price of each New Option will be the closing price of
Decorator's common stock as listed on the American Stock Exchange on the New
Grant Date. Each New Option will vest sixty percent (60%) on the New Grant Date,
an additional twenty percent (20%) on the first anniversary of the New Grant
Date and the remaining twenty percent (20%) on the second anniversary of the New
Grant Date, subject to your continued employment with Decorator, as described
below. Each New Option will otherwise be subject to the standard terms and
conditions under the Decorator Industries, Inc. 1995 Incentive Stock Option Plan
as may be amended from time to time, and applicable form of stock option
agreement. Please note that although the Company has no present intention of
entering into a merger or similar transaction, it is our general policy not to
comment on market rumors or innuendo regarding strategic corporate transactions.
Prior to the grant of New Options on the New Grant Date, it is possible
that Decorator might effect or enter into a merger or other similar transaction
whereby Decorator would be acquired by another company. This promise to grant
stock options (this "Promise") is a binding commitment that Decorator's
successors must honor and, accordingly, in the event of any such merger
transaction, the acquirer would be obligated to grant you a stock option on the
New Grant Date. Such a stock option could be for the purchase of the acquirer's
stock (as opposed to Decorator's), with an exercise price equal to the fair
market value of such acquirer's stock on the New Grant Date, and would be
unaffected by the acquirer's treatment of Decorator's existing stock option
plan.
In order to receive the New Option(s), you must continue to be employed by
Decorator, or a successor of Decorator, as of the New Grant Date. This Promise
does not constitute a guarantee of employment with Decorator for any period.
Unless otherwise expressly provided in your employment agreement, your
employment with Decorator will remain "at-will" and can be terminated by you or
Decorator at any time, with or without cause or notice. If your employment with
Decorator terminates before the New Grant Date, for any reason, including but
not limited to your voluntary resignation, a reduction in force, or as the
result of a merger or acquisition of Decorator by another company, you will lose
all rights pursuant to this Promise to receive New Options.
This Promise is subject to the terms and conditions of the offer to
exchange options as set forth in: (i) the Offer to Exchange; (ii) the letter
from Xxxxxxx X. Xxxxxxx dated February22, 2002; (iii) the Election Form
previously completed and submitted by you to Decorator; and (iv) the Notice to
Withdraw from the Offer (the "Exchange Offer Documents"), all of which are
incorporated herein by reference. The documents described herein reflect the
entire agreement between you and Decorator with respect to this transaction.
This Promise may only be amended by means of a writing signed by you and a duly
authorized officer of Decorator.
DECORATOR INDUSTRIES, INC.
By:__________________________ Date: February 22, 2002
Name: Xxxxxxx X. Xxxxxxx Title: President, Chairman, CEO
