OPTION AGREEMENT for the FRANKLIN COVEY CO.
Exhibit
99.2
for
the
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CO.
2004 NON-EMPLOYEE
DIRECTORS’ STOCK INCENTIVE PLAN
THIS OPTION
AGREEMENT (the "Agreement") is made and entered into effective as of the ____
day of _____________, 2005, by and between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Co., a Utah
corporation (the "Company"), and _______________ ("Optionee"). Capitalized terms
used herein without definition shall have the meanings set forth in the ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Co. 2004 Non-employee Directors’ Stock Incentive Plan, as amended from
time to time (the "Plan").
R E C I T A L
S:
A. The Plan has been
adopted by the Board and the stockholders of the Company;
B. The Organization
and Compensation Committee of the Board of Directors of the Company (the
“Committee”) has determined to grant Options to Optionee under the Plan;
and
C. The Committee, on
behalf of the Company, and Optionee now desire to set forth the terms and
conditions that will govern the issuance, holding and exercise of the Options to
be granted to Optionee, subject in all respects to the terms and conditions set
forth in the Plan.
NOW, THEREFORE,
upon these premises and in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties hereto agree as
follows:
A G R E E M E N
T:
1. Number of
Options. The Company
hereby acknowledges and confirms the grant to Optionee, upon the terms and
conditions set forth in this Agreement, of _________ non-qualified stock options
("Options"). Each Option shall entitle Optionee to purchase, upon the terms and
conditions set forth in this Agreement, one (1) Common Share. The number of
Common Shares to which each Option pertains shall be adjusted, as necessary, in
accordance with the provisions of Article 10 of the Plan.
2. Exercise
Price. The price for
which each Option granted to Optionee may be exercised shall be $________ per
Common Share, payable as provided in the Plan.
3. (a) Vesting
Schedule. Subject to any
provisions set forth in the Plan regarding the exercisability of Options, the
Options shall be exercisable in accordance with the following vesting schedule
[to be determined]:
«Vesting» Options shall be
vested and exercisable on or after ___________;
«Vesting» Options shall be
vested and exercisable on or after ___________;
«Vesting» Options shall be
vested and exercisable on or after ___________;
«Vesting» Options shall be
vested and exercisable on or after ___________.
All vested Options
shall be exercisable until ___(expiration)___, unless the
period of exercise is sooner terminated in accordance with the provisions of the
Plan. Notwithstanding the foregoing, in the event Optionee has attained the age
of fifty-nine (59) years and ceases serving the Company as a director, (i) any
Options that are not then vested and exercisable under the foregoing provisions
shall become immediately vested and upon the date of cessation of board service
exercisable and, (ii) subject to the provisions of Section 4(b)(2) below, all
Options then held by Optionee will continue to be exercisable until
____(expiration)__, unless the
period of exercise is sooner terminated in accordance with the provisions of the
Plan.
(b) Right to
Exercise. Optionee
understands and hereby agrees that he or she has no right whatsoever to exercise
any Option except during the times provided herein and except as may be limited
by any provision of the Plan.
4. Governing
Documents. This Agreement
hereby incorporates by reference all of the provisions of the Plan, as presently
existing and as hereafter amended. Optionee expressly acknowledges and agrees
that the terms and conditions of this Agreement are subject in all respects to
the provisions of the Plan; that the terms and conditions of this Agreement in
no way limit or modify any provision of the Plan; and that in case of any
conflict between the provisions of the Plan and the terms and conditions of this
Agreement, the provisions of the Plan shall control and shall bind the parties
hereto. Optionee also hereby expressly agrees and represents as
follows:
(a) Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the provisions of the Plan.
(b) Optionee
acknowledges and understands that the establishment of the Plan and the
existence of this Agreement are not sufficient, in and of themselves, to exempt
Optionee from the reporting requirements and short-swing liability provisions of
Section 16 of the Exchange Act and any rules or regulations promulgated
thereunder, and that Optionee shall not be exempt from the short-swing liability
provisions pursuant to Rule 16b-3 unless and until Optionee shall comply with
all applicable requirements of Rule 16b-3, including without limitation, the
requirement that Optionee must not sell or otherwise dispose of any Common
Shares acquired upon exercise of an Option unless and until a period of at least
six months shall have elapsed between the date upon which such Option was
granted to Optionee and the date upon which Optionee desires to sell or
otherwise dispose of any Common Shares acquired upon exercise of such
Option.
(c) Optionee
acknowledges and understands that the exercise of an Option could have
substantial adverse tax consequences to Optionee, and that the Company
recommends that Optionee consult with a knowledgeable tax advisor before
exercising any Option.
5. Representations
and Warranties. As a condition
to the exercise of any Option, the Company may require Optionee to make any
representations and warranties to the Company that legal counsel for the Company
may reasonably determine to be advisable for the Company.
6. Restrictions on
Encumbrances. During the
lifetime of Optionee, Optionee agrees and covenants that no Options will be
pledged or otherwise encumbered in any manner, whether voluntarily or
involuntarily, by operation of law or otherwise. The foregoing sentence shall
not be deemed or construed, however, to prohibit any transfer otherwise allowed
by will or by the laws of descent and distribution.
7. Notices.
(a) All notices,
demands or requests provided for or permitted to be given pursuant hereto must
be in writing. All notices, demands and requests shall be deemed to have been
properly given or served when deposited in the United States mail, addressed to
the individual or entity to whom notice is given, postage prepaid and registered
or certified with return receipt requested, at the last known address of such
individual or entity.
(b) By giving at least
fifteen (15) days’ prior written notice, the Company and Optionee shall have the
right from time to time and at any time during the term of this Agreement to
change their addresses and to specify any other address within the United States
of America.
8. Titles and
Captions. All Article,
Section and Paragraph titles and captions in this Agreement are for convenience
or reference only, and shall in no way define, limit, extend or describe the
scope or intent of any provision hereof.
9. Applicable
Law. This Agreement
shall be construed in accordance with and shall be governed by the laws of the
State of Utah, without reference to choice of law rules.
10. Binding
Effect. This Agreement
shall be binding upon Optionee and upon Optionee's heirs, executors,
administrators, successors and legal representatives. This Agreement shall be
binding upon and shall inure to the benefit of the Company, its successors and
assigns.
11. Creditors. None of the
provisions of this Agreement shall be for the benefit of or shall be enforceable
by any creditor of Optionee.
12. Entire
Agreement. This Agreement,
including the provisions of the Plan incorporated herein, constitutes the entire
understanding and agreement between the Company and Optionee regarding the
subject matter hereof. Any prior agreement, commitment, negotiation or
understanding concerning any stock option, stock appreciation right or similar
award to be granted by the Company and not reflected herein or in a separately
executed Option Agreement is hereby superseded and canceled in all respects.
This Agreement may not be amended or supplemented in any manner except in
writing duly executed by both parties hereto.
13. Severability. In the event
that any condition, covenant or other provision herein contained is held to be
invalid or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of this Agreement and shall in no way affect any
other covenant, condition or provision herein contained. If such condition,
covenant or other provision shall be deemed invalid due to its scope or breadth,
such condition, covenant or provision shall be deemed valid to the extent of the
scope or breadth permitted by law.
IN WITNESS
WHEREOF, the Company and Optionee have executed this Agreement effective as of
the date first set forth above.
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“Corporation”
▇▇▇▇▇▇▇▇
▇▇▇▇▇ CO.,
a Utah
corporation |
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By: |
/s/ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ |
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▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
President |
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“Optionee”: |
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Optionee
Address: |
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