Nonqualified Stock Option Agreement
(Nonemployee Director Grants Under Section 9 of the Plan)
THIS AGREEMENT is made and entered into this <>, between ▇▇▇▇▇▇▇▇'▇
International, Inc., a Delaware corporation (the "Corporation"), and <>
(the "Holder") in connection with the grant of a Nonqualified Stock
Option under the ▇▇▇▇▇▇▇▇'▇ INTERNATIONAL, INC. AMENDED AND RESTATED 1995
EQUITY INCENTIVE PLAN (the "Plan").
WITNESSETH:
WHEREAS, the Holder is a director of the Corporation or one of its Affiliates
and the Corporation desires to encourage him to own Shares and to give him added
incentive to advance the interests of the Corporation through the Plan and
desires to grant the Holder a Nonqualified Stock Option to purchase Shares of
the Corporation under terms and conditions established by the Board of
Directors.
NOW, THEREFORE, in consideration of these premises, the parties agree that the
following, along with the terms and conditions set forth in the Plan, shall
constitute the Agreement between the Corporation and the Holder:
1. Definitions. For purposes of this Agreement, capitalized terms
used but not defined herein shall have the meanings ascribed to
such terms in the Plan.
2. Grant of Nonqualified Stock Option. Subject to the terms and
conditions set forth herein and in the Plan, the Corporation
grants to the Holder a Nonqualified Stock Option to purchase from
the Corporation during the period ending ten years from the date
of this Agreement <> Shares at a price of
<> per share, subject to adjustment as provided in
the Plan. This Nonqualified Stock Option shall vest and become
exercisable on and after the date set forth below and, except as
specifically provided otherwise herein or in the Plan, not before
such date.
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First Exercise Date Number of Shares
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<> <>
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3. Notice of Exercise. This Nonqualified Stock Option may be
exercised in whole or in part, from time to time, in accordance
with Paragraph 2, by written notice to the Corporation at the
address provided in Paragraph 14, which notice shall:
(a) specify the number of Shares to be purchased and the
Exercise Price to be paid therefore;
(b) if the person exercising this Nonqualified Stock Option is
not the Holder himself, contain or be accompanied by
evidence satisfactory to the Committee of such person's
right to exercise this Nonqualified Stock Option; and
(c) be accompanied by payment in full of the Exercise Price in
a form permitted by the Committee.
4. Investment Letter. The Holder agrees that the Shares acquired on
exercise of this Nonqualified Stock Option shall be acquired for
his own account for investment only and not with a view to, or for
resale in connection with, any distribution or public offering
thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), or other applicable securities
laws. If the Board of Directors or Committee so determines, any
stock certificates issued upon exercise of this Nonqualified Stock
Option shall bear a legend to the effect that the shares have been
so acquired. The Corporation may, but in no event shall be
required to, bear any expenses of complying with the Securities
Act, other applicable securities laws or the rules and regulations
of any national securities exchange or other regulatory authority
in connection with the registration, qualification, or transfer,
as the case may be, of this Nonqualified Stock Option or any
Shares acquired upon the exercise thereof. The foregoing
restrictions on the transfer of the Shares shall be inoperative if
(a) the Corporation previously shall have been furnished with an
opinion of counsel, satisfactory to it, to the effect that such
transfer will not involve any violation of the Securities Act or
other applicable laws or (b) the Shares shall have been duly
registered in compliance with the Securities Act and other
applicable securities laws. If this Nonqualified Stock Option is
registered under the Securities Act, the Holder agrees that he
will not make a public offering of the said shares except on a
national securities exchange on which the Shares of the
Corporation is then listed.
5. Transfer and Exercise of Nonqualified Stock Option. The Committee
may, in its discretion, authorize all or a portion of this
Nonqualified Stock Option to be transferred by the Holder, without
value, to or for the benefit of (i) the Holder's Immediate Family
Members (as defined below), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii) a
partnership, limited liability company, or other business entity
in which the Holder's Immediate Family Members are the only
holders of ownership interests in such business entity; provided
that (x) such transfers are subject to any limits or restrictions
as the Committee may establish from time to time, (y) subsequent
transfers of this Nonqualified Stock Option, or any portion
thereof, shall be prohibited except transfers by will or in
accordance with the laws of descent and distribution, and (z)
following transfer, this Nonqualified Stock Option shall continue
to be subject to the same terms and conditions as were applicable
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immediately prior to transfer, provided that for the purposes of
this Agreement, the term "Holder" shall be deemed to refer to the
transferee. The foregoing right to transfer this Nonqualified
Stock Option shall apply to the right to consent to amendments to
this Agreement and, in the discretion of the Committee, shall also
apply to the right to transfer ancillary rights associated with
the Nonqualified Stock Option. The term "Immediate Family Members"
shall mean the Holder's spouse, parents, children, stepchildren,
sisters, brothers, and grandchildren, including those
relationships resulting from adoption, and shall also include the
Holder. The event of a termination of service as a Director shall
continue to be applied with respect to the original Holder,
following which the Nonqualified Stock Option shall be exercisable
by the transferee only to the extent, and for the periods,
specified herein. Neither the Committee nor the Company shall have
any obligation to provide notice to a transferee of termination of
this Nonqualified Stock Option under the terms of this Agreement.
6. Status of Holder. The Corporation shall not be required to issue
or transfer any certificates for Shares purchased upon exercise of
this Nonqualified Stock Option until all applicable requirements
of law have been complied with and such shares shall have been
duly listed on any securities exchange on which the Shares may
then be listed.
7. No Effect on Capital Structure. This Nonqualified Stock Option
shall not affect the right of the Corporation or any Affiliate
thereof to reclassify, recapitalize or otherwise change its
capital or debt structure or to merge, consolidate, convey any or
all of its assets, dissolve, liquidate, windup, or otherwise
reorganize.
8. Expiration of Nonqualified Stock Option. This Nonqualified Stock
Option expires ten years from the date hereof. In the event of a
termination of service as a Director prior to the expiration of
this Nonqualified Sock Option, the following rules shall apply:
(a) Termination of Service - General. In the event of the
termination of service of the Holder as a Director for a
reason other than death, Disability or Retirement, the
Holder shall have the right for one (1) year after the date
of such termination of service to exercise this
Nonqualified Stock Option to the extent this Nonqualified
Stock Option is exercisable as of such termination of
service, and thereafter, this Nonqualified Stock Option
shall terminate and cease to be exercisable.
(b) Termination of Service - Disability. If the Holder ceases
to be a Director by reason of Disability, the Holder shall
have the right for three (3) years after the date of
cessation of directorship, to exercise this Nonqualified
Stock Option to the extent this Nonqualified Stock Option
is exercisable on the date of cessation of directorship,
and thereafter, this Nonqualified Stock Option shall
terminate and cease to be exercisable.
(c) Termination of Service - Death. If the Holder dies while a
Director, this Nonqualified Stock Option shall be
exercisable by the Holder's legal representatives,
legatees, or distributes for three (3) years following the
date of the Holder's death to the extent this Nonqualified
Stock Option is exercisable on the Holder's date of death,
and thereafter this Nonqualified Stock Option shall
terminate and cease to be exercisable.
(d) Termination of Service - Retirement. Upon Retirement of the
Holder, this Nonqualified Stock Option shall be exercisable
for a period of three (3) years from such date, to the
extent this Nonqualified Stock Option was exercisable as of
the date of Retirement, and thereafter, this Nonqualified
Stock Option shall terminate and cease to be exercisable.
9. Change in Control. The effect of a Change in Control shall be as
set forth in the Plan.
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10. Right of Set-off. By accepting this agreement, Holder consents to
a deduction from any amounts the Corporation owes Holder from time
to time (including amounts owed to Holder as wages or other
compensation, fringe benefits, or vacation pay), to the extent of
the amounts owed by Holder to the Corporation hereunder. Whether
or not the Corporation elects to make any set-off in whole or in
part, if the Corporation does not recover by means of set-off the
full amount owed it by Holder, calculated as set forth above,
Holder agrees to pay immediately in cash the unpaid balance to the
Corporation.
11. Compensation Committee Discretion. Holder may be released from its
obligations under paragraph 10 above only if the Compensation
Committee determines in its sole discretion that such action is in
the best interests of the Corporation.
12. Committee Authority. Any questions concerning the interpretation
of this Agreement or the Plan, and any controversy which arises
under this Agreement or the Plan shall be settled by the Committee
in its sole discretion.
13. Plan Controls. The terms of this Agreement are governed by the
terms of the Plan and in the case of any inconsistency between the
terms of this Agreement and the terms of the Plan, the terms of
the Plan shall control.
14. Notice. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by
mail. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered on the date which it was
personally delivered, or, whether actually received or not, on the
third business day after it is deposited in the United States
mail, certified or registered, postage prepaid, addressed to the
person who is to receive it at the address which such person has
theretofore specified by written notice delivered in accordance
herewith. The Corporation or Holder may change, at any time and
from time to time, by written notice to the other, the address
previously specified for receiving notices. Until changed in
accordance herewith, the Corporation and the Holder specify their
respective addresses as set forth below:
Corporation: ▇▇▇▇▇▇▇▇'▇ INTERNATIONAL, INC.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Holder: <>
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
15. Information Confidential. As partial consideration for the
granting of this Nonqualified Stock Option, the Holder agrees
that he will keep confidential all information and knowledge
that he has relating to the manner and amount of his
participation in the Plan, provided, however, that such
information may be disclosed as required by law and may be
given in confidence to the Holder's spouse, tax and financial
advisors, or to a financial institution of the extent that
such information is necessary to secure a loan.
16. Governing Law. Where applicable, the provisions of this
Agreement shall be governed by the contract law of the State
of Kansas.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed and
the Holder has hereunto set his hand on the day and year first above written.
▇▇▇▇▇▇▇▇'▇ INTERNATIONAL, INC.
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By: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman & Chief Executive Officer
Holder
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Name: <>
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