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EXHIBIT 4.4
FORM OF STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of __________________, is made by and
between Geneva Steel Holdings Corp., a Delaware corporation (the "Company") and
________________ (the "Optionee").
WHEREAS, the Optionee has been selected by the Committee to
receive a grant of stock options under the Geneva Steel Holdings Corp. Stock
Option Plan for Nonemployee Directors (the "Plan").
NOW, THEREFORE, in consideration of the Optionee's agreement to
serve on the Board, the Company and the Optionee agree as follows:
1. Definitions.
Any capitalized term not defined herein shall have the meaning
set forth in the Plan.
2. Grant of Option.
(a) Grant; Grant Date. Subject to the terms and conditions
hereof, the Company hereby grants to the Optionee as of _____________ (the
"Grant Date") an Option to purchase ________ Shares at an exercise price equal
to _____________ (the "Option").
(b) Adjustments in Option. In the event that the outstanding
Shares subject to the Option are changed into or exchanged for a different
number or kind of shares or securities of the Company, or of another
corporation, by reason of reorganization, merger or other subdivision,
consolidation, recapitalization, reclassification, stock split, issuance of
warrants, stock dividend or combination of shares or similar event, the Board
may make an appropriate and equitable adjustment in the Option so that the
Optionee's proportionate interest shall be maintained as before the occurrence
of such event, provided that any such adjustment shall be consistent with the
provisions of the Optionee's employment agreement, if applicable.
(c) Form of Option. The Option is intended to be a Nonqualified
Stock Option, and not an Incentive Stock Option.
(d) Term. The Option shall expire on the tenth anniversary of
the Grant Date.
(e) Vesting and Exercisability. The Option shall be fully vested
and exercisable as of the Grant Date.
(f) Exercise. The Optionee may exercise an Option in whole or in
part at any time by delivering written notice of such exercise to the Secretary
of the Company of the number of Shares as to which the Option is being
exercised, and enclosing full payment for the Shares with respect to which the
Option is being exercised. Such payment shall be in cash or by check, by the
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delivery of Shares previously owned by the Optionee, duly endorsed for transfer
to the Company, with a Fair Market Value on the date of delivery equal to the
aggregate purchase price of the Shares with respect to which the Option is being
exercised, or, at a time when the Company is publicly traded, pursuant to a
"cashless exercise," or any combination of the foregoing approved by the
Committee, in its sole discretion. Partial exercise shall be for whole Shares
only and shall not be for less than one hundred (100) Shares unless the number
of Shares purchased constitutes the total number of Shares then remaining
subject to the Option or the Committee permits such smaller exercise in its sole
discretion.
(g) Exercise Following Termination of Service as a Director. If
the Optionee dies while a member of the Board or thereafter or incurs a
Disability, he or his personal representative or beneficiary (as appropriate)
shall be entitled to execute the Option for the remainder of the Option Term.
(h) Nontransferability. The Option shall not be transferable
other than by will or the laws of descent and distribution or to a Permitted
Transferee (as defined below), and no transfer so effected shall be effective to
bind the Company unless the Company has been furnished with written notice
thereof and a copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions of the Option,
provided, however, that, in the discretion of the Committee, Options may be
transferred pursuant to a Qualified Domestic Relations Order (within the meaning
of the Internal Revenue Code of 1986). A Permitted Transferee shall be (A) any
revocable trust created for the benefit of an Optionee during the lifetime of
the Optionee under which the Optionee has voting or dispositive control over the
assets of such trust; (B) any irrevocable trust created for the benefit of the
Optionee and/or the Optionee's spouse or descendant (including adopted children
or stepchildren) of which the Optionee is a trustee having voting or dispositive
control; (C) a custodianship for the benefit of a minor who is a descendant of
the Optionee (including adopted children or stepchildren) to which any transfer
is made pursuant to and which is valid under the Uniform Transfer to Minors Act,
the Uniform Gift to Minors Act or a substantially similar act, and of which the
Optionee is a custodian having voting or dispositive control over the assets
held pursuant to such custodianship; (D) any partnership, limited liability
company, or similar entity all of the ownership interests in which are held by
the Optionee and/or any person referred to in clauses (A) to (C) above and which
is controlled by the Optionee; and (E) any corporation (including any direct or
indirect subsidiary of such corporation) which is wholly-owned directly or
indirectly by the Optionee or by the Optionee and any one or more persons
referred to in clauses (A) to (D) above and which is controlled by the Optionee.
For purposes of the preceding sentence, "control" means the power to direct the
management and policies of a person or entity, directly or indirectly, whether
through the ownership of voting securities or other beneficial interest, or by
contract or otherwise.
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(i) Conditions to Issuance of Stock Certificates.
(1) The Shares deliverable upon the exercise of the
Option, or any portion thereof, may be either previously
authorized but unissued Shares or issued Shares which have been
reacquired by the Company. Such Shares shall be fully paid and
non-assessable. The stock certificates evidencing the Shares
shall bear such legends restricting transferability as the
Committee deems necessary or advisable.
(2) The Company shall not be required to issue or
deliver any certificate or certificates for Shares deliverable
upon any exercise of the Option prior to fulfillment of all of
the following conditions:
(A) The completion of any registration or other
qualification of such Shares under any state or federal
law or under rulings or regulations of the Securities
and Exchange Commission or of any other governmental
regulatory body, or the obtaining of approval or other
clearance from any state or federal governmental agency
which the Board shall, in its sole discretion, deem
necessary or advisable.
(B) If, in its sole discretion, the Board deems
it necessary or advisable, the execution by the Employee
of a written representation and agreement, in a form
satisfactory to the Board, in which the Optionee
represents that the Shares acquired by him upon exercise
are being acquired for investment and not with a view to
distribution thereof.
(j) Rights as Stockholder. The Optionee shall not be, nor have
any of the rights or privileges of, a stockholder of the Company in respect of
any Shares purchasable upon the exercise of the Option unless and until
certificates representing such Shares have been issued by the Company.
3. Miscellaneous.
(a) Administration. The Committee shall administer the Plan and
shall have the power to interpret the Plan and this Agreement, and to adopt such
rules for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be
final and binding upon the Optionee, the Company, and all other interested
persons.
(b) Withholding of Taxes. No later than the date as of which an
amount first becomes includible in the gross income of the Optionee for federal
income tax purposes with respect to the grant of the Option under this
Agreement, the Optionee shall pay to the Company, or the Optionee (or his
Designated Beneficiary) shall make arrangements satisfactory to the Company
regarding the payment of, any federal, state, or local taxes of any kind
required by law or the
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Company to be withheld with respect to such amount. The obligations of the
Company under this Agreement shall be conditioned on such payment or
arrangements, and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Optionee.
(c) No Right to Continued Board Status. Nothing in this
Agreement or in the Plan shall confer upon the Optionee any right to continue as
a member of the Board.
(d) Entire Agreement; Amendment. This Agreement, and the Plan,
constitute the entire agreement between the parties with respect to the subject
matter hereof, and supersedes all prior agreements and understandings between
the parties with respect to such subject matter. Any term or provision of this
Agreement may be waived at any time by the party which is entitled to the
benefits thereof, and any term or provision of this Agreement may be amended or
supplemented at any time by the mutual consent of the parties hereto, except
that any waiver of any term or condition, or any amendment, of this Agreement
must be in writing.
(e) Governing Law. The laws of the State of New York shall
govern the interpretation, validity and performance of the terms of this
Agreement regardless of the law that might be applied under principles of
conflict of laws.
(f) Successors. This Agreement shall be binding upon and inure
to the benefit of the successors, assigns and heirs of the respective parties.
(g) Notices. All notices or other communications made or given
in connection with this Agreement shall be in writing and shall be deemed to
have been duly given when delivered or mailed by registered or certified mail,
return receipt requested, to those listed below at their following respective
addresses or at such other address as each may specify by notice to the others:
To the Optionee:
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To the Company:
Geneva Steel Holdings Corp.
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Attention:
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Copy to:
▇▇▇▇ ▇▇▇▇▇▇▇, LLP
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
(h) Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
(i) Conflict with the Plan. In the event of any conflict or
inconsistency between the provisions of this Agreement and the Plan, the
provisions of the Plan shall control.
(j) Titles; Construction. Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the Agreement. The masculine pronoun shall include the feminine
and neuter and the singular shall include the plural, when the context so
indicates.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
Geneva Steel Holdings Corp.
By
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Name:
Title:
OPTIONEE
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