EXHIBIT 10.15
CENTURY MAINTENANCE SUPPLY, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "COMPANY"),
hereby grants to _____________ (the "OPTIONEE") a non-qualified stock option
(the "OPTION") to purchase a total of ________ shares (the "SHARES") of the
Company's common stock, par value $.001 per share (the "COMMON STOCK"), at the
price determined as provided herein, and in all respects subject to the terms
and conditions of the Company's 1997 Incentive Stock Plan (the "PLAN"), which is
incorporated herein in its entirety by reference. Capitalized terms not
otherwise defined in this agreement (the "OPTION AGREEMENT") shall have the
meaning given to such terms in the Plan.
1. NATURE OF OPTION. This Option is intended to constitute a non-
qualified stock option.
2. EXERCISE PRICE. The exercise price of this Option is $ per share of
Common Stock acquired on exercise, which price is not less than the minimum
price required by law and represents the fair market value per share of the
Common Stock as determined in good faith by the Company's board of directors.
3. TERM OF OPTION. This Option may not be exercised after the expiration
of three years after such date of grant; provided, that this Option may be
exercised during such term only in accordance with the terms and conditions of
the Plan and this Option Agreement, subject specifically to Sections 5 and 6 of
the Plan and Sections 4 and 6 of this Option Agreement.
4. TERMINATION OF OPTIONEE'S EMPLOYMENT. If the Optionee's employment
with the Company is terminated for reasons other than Cause as defined in
Section 2(b) of the Plan, "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ( the
"CODE"), or death of the Optionee, those Shares that had vested under the terms
of this Option Agreement shall remain exercisable for a period of ninety (90)
days after the date of such termination of the Optionee's employment with the
Company; provided, however, that after the expiration of this ninety-day period,
this Option Agreement, and the Optionee's right to exercise any vested portion
of this Option, shall terminate. If the Optionee's employment with the Company
is terminated because of the "permanent or total disability" (within the meaning
of Section 22(e)(3) of the Code) or death of the Optionee, those Shares that had
vested in accordance with this Option Agreement shall remain exercisable for a
period of one year after the date of such termination; provided, however, that
after the expiration of such one year period, this Option Agreement, and the
Optionee's right to exercise any vested portion of this Option, shall terminate.
If the Optionee's employment with the Company terminates for Cause, this Option
Agreement, and the Optionee's right to exercise any outstanding Option, whether
or not vested, shall terminate at 7:00 a.m. local time in Houston, Texas on the
date of such termination.
5. TERM OF EMPLOYMENT. This Option shall not grant to Optionee any right
to continue serving as an officer or employee of the Company.
-1-
6. EXERCISE OF OPTION. This Option shall be exercisable during its term,
subject to the provisions of Sections 3 and 4 hereof and Sections 5 and 6 of the
Plan, as follows:
(i) Vesting. The options are fully vested on the date of grant.
-------
(ii) Right of Exercise. This Option is exercisable at any time
-----------------
during the term of this Option Agreement, in whole or in part, to acquire those
Shares that have vested in accordance with this Option Agreement; provided,
however, that this Option may only be exercisable to acquire whole shares of
Common Stock.
(iii) Method of Exercise. This Option is exercisable by delivery of
------------------
this Option Agreement and a written notice to the attention of the Secretary of
the Company, no fewer than five business days before the proposed effective date
of exercise, signed by the Optionee, specifying the number of Shares to be
acquired on, and the effective date of, such exercise. The Optionee may
withdraw notice of exercise of this Option at any time before close of business
on the business day preceding the proposed exercise date, and in this instance,
the Company will return this Option Agreement to the Optionee.
(iv) Method of Payment. Payment of the exercise price for the Shares
-----------------
purchased under this Option shall be delivered, in person or by certified mail
to the attention of the Secretary of the Company, on the effective date of
exercise in cash, or by certified check, bank cashier's check, or wire transfer.
(v) Stockholders' Agreement. As a condition precedent to the
-----------------------
Company's obligation to issue any of the Shares upon the Optionee's exercise of
this Option, in whole or in part, and pursuant to Section 5 of the Plan,
Optionee and his or her spouse (if any) shall become parties to that certain
Stockholders' Agreement dated June 30, 1997, among the Company and its
stockholders. Any refusal or failure by the Optionee and his or her spouse (if
any) to become parties to such Stockholders' Agreement shall constitute a
forfeiture of this Option and any Shares relating thereto.
(vi) Irrevocable Proxy. As a condition precedent to the Company's
-----------------
obligation to issue any of the Shares upon the Optionee's exercise of this
Option, in whole or in part, and as part of the consideration for such Shares,
Optionee shall grant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as of the initial exercise date of this
Option, an irrevocable proxy to vote all Shares for so long as he is alive and
owns 25% or more of the issued and outstanding shares of Common Stock, such
proxy to be in a form reasonably acceptable to the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Such proxy shall appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the proxy in respect of any and all
of the Shares held by Optionee or any transferee of such Shares and shall grant
to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the right to vote and act for such Optionee or transferee at
all meetings and on all actions (by written consent or otherwise) of the
Company's stockholders in the same manner and to same extent as if such Optionee
or transferee voted or acted in respect of such Shares. Such proxy shall be
exercised by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in his sole and absolute discretion, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ shall not be considered a fiduciary of, or to be in a confidential or
special relationship with Optionee or any transferee of the Shares.
Notwithstanding any other provision to the contrary, any such proxy granted
pursuant to this Section 6(vi) shall terminate on the consummation of the
initial sale of Common Stock by the Company to the general public in a bona
-2-
fide firm commitment underwritten public offering pursuant to a registration
statement filed with, and declared or ordered effective by, the Securities
Exchange Commission under the Securities Act (the "INITIAL PUBLIC OFFERING").
EACH PROXY TO BE GRANTED HEREUNDER, SHALL BE COUPLED WITH AN INTEREST, AND THUS,
SHALL BE IRREVOCABLE PRIOR TO THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING
FOR SO LONG AS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IS ALIVE AND OWNS MORE THAN 25% OF THE COMMON
STOCK, UNLESS AND ONLY TO THE EXTENT THAT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IN HIS SOLE AND
ABSOLUTE DISCRETION, DETERMINES TO SOONER TERMINATE SUCH PROXY AS TO ALL OR ANY
PORTION OF THE SHARES COVERED THEREBY. Any refusal or failure by the Optionee to
grant such proxy or any attempted revocation of such proxy shall, without
further act or deed by the Optionee or any transferee of such Shares, constitute
a forfeiture of this Option and any Shares acquired pursuant to this Option and
shall be deemed transferred to the Company and shall thereafter constitute
treasury shares.
7. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares or the method of payment of the consideration for such
Shares would constitute a violation of any applicable federal or state
securities or other laws or regulations, including any rule under Part 207 of
Title 12 of the Code of Federal Regulations ("REGULATION G") as promulgated by
the Federal Reserve Board, or any rules or regulations of any stock exchange on
which the Common Stock may be listed.
This Option may only be exercised in accordance with the terms and
conditions of the Plan and this Option Agreement. If a conflict exists between
any term or provision contained in this Option Agreement and a term or provision
in the Plan, the applicable terms and provisions of the Plan shall govern and
prevail.
8. NON-TRANSFERABILITY OF OPTION. During the lifetime of the Optionee,
this Option may only be exercised by the Optionee. This Option is not
assignable or transferable otherwise than by will or by the laws of descent and
distribution. The terms of this Option Agreement shall be binding on the
Optionee's heirs and successors and on the administrators and executors of the
Optionee's estate. Notwithstanding the foregoing, this Option may be
transferred by the Optionee to an inter-vivos trust established by the Optionee
for estate planning purposes.
9. INDEPENDENT LEGAL AND TAX ADVICE. The Optionee has been advised and
been provided the opportunity to obtain independent legal and tax advice
regarding the grant and exercise of this Option and the disposition of any
Shares acquired thereby.
10. AMENDMENT. This Option Agreement may not be amended, modified or
waived except by a written instrument signed by the party against whom
enforcement of any such modification, amendment or waiver is sought; provided,
however, Section 6(vi) shall not be amended, modified or waived without the
written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
11. GOVERNING LAW. This Option Agreement shall be governed by and shall
be construed and enforced in accordance with the internal laws, but not the laws
of conflict, of the State of Delaware.
-3-
12. SUPERSEDES PRIOR AGREEMENTS. This Option Agreement shall supersede
and replace all prior agreements and understandings, oral or written, between
the Company and the Optionee regarding the grant of this Option under the Plan.
IN WITNESS WHEREOF, the Company has as of _______________, ________ caused
this Option Agreement to be executed on its behalf by its President or any Vice
President and Optionee has hereunto set his hand as of the same date, which date
is the date of grant of this Option.
CENTURY MAINTENANCE SUPPLY, INC.
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President
OPTIONEE
--------------------------------------------
-4-