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FORM OF
▇▇▇▇ ▇▇▇ CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK PLAN
STOCK OPTION AWARD AND AGREEMENT
[NAME]
[DATE]
▇▇▇▇ ▇▇▇ Corporation (the "Company") is pleased to confirm that you
have been granted a stock option (an "Option"), effective as of [grant date]
(the "Grant Date") as provided in this agreement (the "Agreement").
1. OPTION RIGHT. Your Option is to purchase, on the terms and
conditions set forth below, the following number of shares (the "Option
Shares") of the Company's Common Stock, par value $1.33 1/3 per share (the
"Common Stock"), at the exercise price specified (the "Exercise Price").
NUMBER OF SHARES EXERCISE PRICE PER SHARE
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2. NON-QUALIFIED OPTION. This Option is a non-qualified stock
option that is intended to conform in all respects with the 1995 Non-Employee
Director Stock Plan, a copy of which has been supplied to you, and the
provisions of which are incorporated herein by reference. This Option is not
intended to qualify as an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended.
3. EXERCISE PERIOD. This Option may not be exercised until the
date which is at least six months after the Grant Date; provided, however, that
if you are a resident of and subject to the personal income tax of the
Netherlands, you may exercise this Option immediately. Except as provided
below, your Option will expire on the tenth anniversary of the Grant Date,
subject to earlier expiration upon your death, as provided below. If you are a
resident of the Netherlands, your Option will expire on the fifth anniversary
of the Grant Date, subject to earlier expiration upon your death, as provided
below.
4. EXERCISE. This Option may be exercised in whole or in part for
the number of shares specified (which in all cases must be at least the lesser
of 250 and the total number of shares remaining outstanding under this Option)
in a written notice that is delivered to the Company and is accompanied by full
payment of the Exercise Price for such number of Option Shares in cash, or by
surrendering or attesting to the ownership of shares of Common Stock, or a
combination of cash and shares of Common Stock, in an amount or having a
combined value equal to the aggregate Exercise Price for such Option Shares.
In connection with any payment of the Exercise Price by surrender or attesting
to the ownership of shares of Common Stock, proof acceptable to the Committee
(as defined below) shall be submitted that such previously acquired
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shares have been owned by you for at least six months prior to the date of
exercise. The Option Shares issued to you for any portion of the Option
exercised by attesting to the ownership of previously acquired shares of Common
Stock shall not exceed the number of Option Shares issuable as a result of such
exercise (determined as though payment in full therefor were being made in
cash) less the number of shares of Common Stock for which attestation of
ownership is submitted. The value of previously acquired shares submitted
(directly or by attestation) in full or partial payment for the Option Shares
purchased upon exercise of the Option shall be equal to the aggregate Fair
Market Value (as defined in the Plan) of such previously acquired shares on the
date of the exercise of the Option. This Option will be considered exercised on
the date on which (a) your written notice of exercise and (b) your payment of
the Exercise Price have both been received by the Company.
5. EARLY EXPIRATION UPON DEATH. If you die prior to the tenth
anniversary of the Grant Date, or, if you are a resident of the Netherlands,
prior to the fifth anniversary of the Grant Date, the last date on which this
Option may be exercised is the earlier of (a) the tenth anniversary of the
Grant Date and (b) one year after the date of your death.
6. RIGHTS AS A STOCKHOLDER. You will have no rights as a
stockholder with respect to any Option Shares until and unless ownership of
such Option Shares has been transferred to you.
7. OPTION NOT TRANSFERABLE. This Option will not be assignable or
transferable by you, other than by a qualified domestic relations order or by
will or by the laws of descent and distribution, and will be exercisable during
your lifetime only by you (or your legal guardian or personal representative).
If this Option remains exercisable after your death, subject to the provisions
of numbered paragraph 5 above, it may be exercised by the personal
representative of your estate or by any person who acquires the right to
exercise such Option by bequest, inheritance or otherwise by reason of your
death.
8. TRANSFERABILITY OF OPTION SHARES. Option Shares generally are
freely tradeable in the United States. However, you may not offer, sell or
otherwise dispose of any Option Shares in a way which would: (i) require the
Company to file any registration statement with the Securities and Exchange
Commission (or any similar filing under state law or the laws of any other
country) or to amend or supplement any such filing or (ii) violate or cause the
Company to violate the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any other state or federal law, or the laws
of any other country. The Company reserves the right to place restrictions on
Common Stock received by you pursuant to this Option.
9. CONFORMITY WITH THE PLAN. This Option is intended to conform
in all respects with, and is subject to all applicable provisions of, the Plan.
Inconsistencies between this Agreement and the Plan shall be resolved in
accordance with the terms of the Plan. By your acceptance of this Agreement,
you agree to be bound by all of the terms of the Agreement and the Plan.
10. MISCELLANEOUS.
a. AMENDMENT OR MODIFICATION. The grant of this option is
documented by the minutes of the Compensation and Employee Benefits Committee
of the Board of Directors (the "Committee"), which records are the final
determinant of the number of shares granted and the
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conditions of this grant. The Committee may amend or modify this Option in any
manner to the extent that the Committee would have had the authority under the
Plan initially to grant such Option, provided that no such amendment or
modification shall impair your rights under this Agreement without your
consent. Except as in accordance with the two immediately preceding sentences,
this Agreement may be amended, modified or supplemented orally, but an
instrument in writing signed by both parties hereto.
b. GOVERNING LAW. All matters regarding or affecting the
relationship of the Company and its stockholders shall be governed by the
General Corporation Law of the State of Maryland. All other matters arising
under this Agreement shall be governed by the internal laws of the State of
Illinois, including matters of validity, construction and interpretation. You
and the Company agree that all claims in respect of any action or proceeding
arising out of or relating to this Agreement shall be heard or determined in
any state or federal court sitting in Chicago, Illinois, and you agree to
submit to the jurisdiction of such courts, to bring all such actions or
proceedings in such courts and to waive any defense of inconvenient forum to
such actions or proceedings. A final judgment in any action or proceeding so
brought shall be conclusive and may be enforced in any manner provided by law.
c. SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.
d. SEVERABILITY. Whenever feasible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
▇▇▇▇ ▇▇▇ CORPORATION
Enclosures: Copy of Supplemental Letter
