▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ COMPANY
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated _____________ ___, ______ (the
"Granting Date"), is made by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Company,
a Delaware corporation (the "Company"), and _________________ (the
"Optionee").
WHEREAS, the Company has adopted the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Company 1992 Stock Option Plan (the "Plan") pursuant to which the
Company may, from time to time, grant options to Key Employees to
purchase shares of the Company's common stock;
WHEREAS, the Stock Option Committee has determined that
the Optionee is a Key Employee of the Company or a Subsidiary who
has made or is expected to make a significant contribution to the
Company or a Subsidiary; and
WHEREAS, the Company desires to grant to the Optionee an
incentive stock option (under Section 422 of the Internal Revenue
Code of 1986, as amended) to purchase shares of the Company's
common stock on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. INCORPORATION OF PLAN. The Plan is attached hereto
as EXHIBIT A and incorporated herein by this reference, and all of
the terms and conditions therein shall be deemed to be included as
part of the terms and conditions of this Agreement. In the event
of a conflict, the terms and conditions of the Plan shall control.
All terms used herein which are defined in the Plan shall have the
meanings given them in the Plan.
2. GRANT OF STOCK OPTION. The Company hereby grants
the Optionee an option (the "Option") to purchase at the times
hereinafter set forth, in one or more exercises, all or any part of
an aggregate of ___________ shares of the Company's common stock
(the "Shares") for an exercise price of $________ per share.
3. CONSIDERATION TO THE COMPANY. In consideration of
the granting of this Option by the Company, the Optionee agrees to
render faithful and efficient services to the Company or a
Subsidiary, with such duties and responsibilities as the Company
shall from time to time prescribe. Nothing in this Agreement or in
the Plan shall confer upon the Optionee any right to continue in
the employ of the Company or any Subsidiary or shall interfere with
or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the
Optionee at any time for any reason whatsoever, with or without
cause. In addition, nothing in this Agreement or in the Plan shall
require the Optionee to continue in the employ of the Company or
any Subsidiary.
4. TIMING AND MANNER OF EXERCISE. The Option shall be
and become exercisable as follows: 20% on the day after the first
anniversary of the Granting Date, 40% on the day after the second
anniversary of the Granting Date, 60% on the day after the third
anniversary of the Granting Date, 80% on the day after the fourth
anniversary of the Granting Date, and 100% on the day after the
fifth anniversary of the Granting Date.
Provided, however, that the Option shall be 100%
exercisable upon and after a "Change in Control." A Change in
Control shall be deemed to exist if:
(i) less than a majority of the Directors are persons
who were either nominated or selected by the Board; or
(ii) any "person", as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than KKR Associates,
L.P. and/or any of its affiliates, a Director nominated or selected
by the Board or an Officer elected by the Board, the Company, a
subsidiary, an affiliate, or a Company employee benefit plan,
including any trustee of such plan acting as trustee) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company (or a
successor to the Company) representing 35% or more of the combined
voting power of the then outstanding securities of the Company or
such successor; or
(iii) (A) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the
Voting Securities (as defined below) of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities
of the surviving entity) at least 80 percent of the total voting
power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (B) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of
the Company's assets, or (C) any other event which the Board
determines, in its discretion, would materially alter the structure
of the Company or its ownership. As used in this paragraph,
"Voting Securities" shall mean any securities of the Company which
vote generally in the election of Directors.
No additional portion of the Option shall become
exercisable after the Optionee's Termination of Employment.
The Option shall expire as to all of the Shares ten (10)
years after the Granting Date except the Option (or a portion
thereof) shall terminate earlier as provided in Section 4.3(a) of
the Plan.
The Optionee may exercise the Option for all or any part
of the Shares subject to each installment listed above on or after
the respective exercise date listed above by delivering to the
Company a written notice in accordance with Section 4.3(d) of the
Plan.
5. NOTICES. Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Secretary
of the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and any notice to be given to
the Optionee shall be addressed to him at the address given beneath
his signature hereto. By a notice given pursuant to this Section
5, either party may hereafter designate a different address for
notices to be given to him. Any notice which is required to be
given to the Optionee shall, if the Optionee is then deceased, be
given to the Optionee's personal representative if such representa-
tive has previously informed the Company of his status and address
by written notice under this Section 5. Any notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United
States Postal Service.
6. NOTIFICATION OF DISPOSITION. The Optionee shall
give prompt notice to the Company of any disposition or other
transfer of any shares of stock acquired under this Agreement if
such disposition or transfer is made (a) within two (2) years from
the Granting Date of the Option with respect to such shares or (b)
within one (1) year after the transfer of such shares to him. Such
notice shall specify the date of such disposition or other transfer
and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by the Optionee in such
disposition or other transfer.
7. TITLES. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or
construction of this Agreement.
8. AMENDMENT. This Agreement may be amended only by a
writing executed by the parties hereto which specifically states
that it is amending this Agreement.
9. GOVERNING LAW. The laws of the State of Kansas
shall govern the interpretation, validity and performance of the
terms of this Agreement regardless of the law that might be applied
under principles of conflicts of laws.
10. NON-ASSIGNABILITY. Except as otherwise provided
herein or in the Plan, the Option and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment, or similar
process. Upon any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of the Option, or of any right or privilege
conferred hereby, or upon the levy of any attachment or similar
process upon the rights and privileges conferred hereby, contrary
to the provisions hereby, this Option and the rights and privileges
conferred hereby shall immediately become null and void.
11. BINDING EFFECT. Except as expressly stated herein
to the contrary, the Agreement shall be binding upon and inure to
the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
The Company: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ COMPANY
By:
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Name:
Title:
The Optionee:
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Address of the Optionee: