▇▇▇▇ COMPANY
1995 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS AGREEMENT, dated as of this _____ day of ________________,
____, by and between ▇▇▇▇ Company, a Wisconsin corporation (the "Company"),
and _________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the ▇▇▇▇ Company 1995 Stock Option
Plan (the "Plan"), the terms of which, to the extent not stated herein, are
specifically incorporated by reference in this Agreement; and
WHEREAS, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not employees
of the Company or any affiliate of the Company (a "Non-Employee Director");
and
WHEREAS, the Optionee is now a Non-Employee Director, and the
Company desires him to continue as a member of the Company's Board of
Directors and to secure or increase his stock ownership in the Company as an
added incentive for him to continue his association with the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of the
Plan and this Agreement, the Company hereby grants to the Optionee an option
(the "Option") to purchase from the Company all or any part of the aggregate
amount of 2,000 shares of Common Stock (the "Optioned Shares"). The Option is
intended to constitute a non-qualified stock option and shall not be treated
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor provision thereto.
2. Option Price. The per share exercise price to be paid for the
Optioned Shares shall be $_____.
3. Exercisability and Termination of Option. The Option may be
exercised by the Optionee only in accordance with the following schedule:
Cumulative Percentage of
Shares Subject
to Option Which May be
Purchased (which number of
shares shall be rounded
Elapsed Period of Time down to the nearest whole
After Date Option is Granted number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
Notwithstanding the foregoing schedule, if the Optionee ceases to be a
director of the Company by reason of death, disability or retirement prior to
______________, ____, or in the event of a Change of Control of the Company
(as defined in the Plan) prior to ______________, ____, the Option shall
become immediately exercisable in full. The Option shall terminate on the
earlier of: (i) _______________, ____; or (ii) twelve months after the
Optionee ceases to be a director of the Company for any reason, including as a
result of the Optionee's death, disability or retirement.
4. Manner of Exercise and Payment. Subject to the provisions of
Paragraph 3 hereof and the Plan, the Option may be exercised in full at any
time or in part from time to time by delivery to the Secretary of the Company
at the Company's principal office in West Bend, Wisconsin, of a written notice
of exercise specifying the number of shares with respect to which the Option
is being exercised. The notice of exercise must be accompanied by payment in
full of the exercise price of the shares being purchased: (i) in cash or its
equivalent; (ii) by tendering previously acquired shares of Common Stock
(valued at their "market value" as of the date of exercise, as determined in
the manner provided in Section 6(b)(iv) of the Plan); or (iii) by any
combination of the means of payment set forth in subparagraphs (i) and (ii).
For purposes of subparagraphs (ii) and (iii) above, the term "previously
acquired shares of Common Stock" shall only include shares of Common Stock
owned by the Optionee prior to the exercise of the Option for which payment is
being made and shall not include shares of Common Stock which are being
acquired pursuant to the exercise of the Option. No shares shall be issued
until full payment therefor has been made.
5. Nontransferability of the Option. The Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Optionee shall be entitled, in the
manner provided in Paragraph 6 hereof, to designate a beneficiary to exercise
his rights, and to receive any shares of Common Stock issuable, with respect
to the Option upon the death of the Optionee. The Option may be exercised
during the lifetime of the Optionee only by the Optionee or, if permitted by
applicable law, the Optionee's guardian or legal representative.
6. Designation of Beneficiary. (a) The person whose name appears
on the signature page hereof after the caption "Beneficiary" or any successor
designated by the Optionee in accordance herewith (the person who is the
Optionee's beneficiary at the time of his death herein referred to as the
"Beneficiary") shall be entitled to exercise the Option, to the extent it is
exercisable, after the death of the Optionee. The Optionee may from time to
time revoke or change his Beneficiary without the consent of any prior
Beneficiary by filing a new designation with the Compensation and Benefits
Committee of the Board of Directors of the Company or such other committee of
the Board which shall have been designated to administer the Plan (the
"Committee"). The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Optionee's death, and in no event shall any designation be effective as of a
date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of
the Optionee's death, or if no designated Beneficiary survives the Optionee or
if such designation conflicts with law, the Optionee's estate shall be
entitled to exercise the Option, to the extent it is exercisable after the
death of the Optionee. If the Committee is in doubt as to the right of any
person to exercise the Option, the Company may refuse to recognize such
exercise, without liability for any interest or dividends on the Optioned
Shares, until the Committee determines the person entitled to exercise the
Option, or the Company may apply to any court of appropriate jurisdiction and
such application shall be a complete discharge of the liability of the Company
therefor.
7. Capital Adjustments Affecting the Common Stock. The number of
Optioned Shares subject hereto and the related per share exercise price shall
be subject to adjustment in accordance with Section 4(b) of the Plan.
8. Transfer Restrictions. The shares to be acquired upon exercise
of the Option may not be sold or otherwise disposed of except pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
or in a transaction which, in the opinion of counsel for the Company, is
exempt from registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares are
fully paid. The Option shall not confer upon the Optionee the right to
continue as a director of the Company.
10. Interpretation by Committee. As a condition of the granting of
the Option, the Optionee agrees, for himself and his personal representatives,
that this Agreement shall be interpreted by the Committee and that, subject to
the express terms of the Plan, any interpretation by the Committee of the
terms of this Agreement and any determination made by the Committee pursuant
to this Agreement shall be final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, and the Optionee has hereunto affixed his hand and seal as to the day
and year first above written.
▇▇▇▇ COMPANY
By:____________________________________
[SEAL] Attest:________________________________
[SEAL]
_________________, Optionee
Beneficiary:______________________________
Address of
Beneficiary:_____________________________
Beneficiary's Tax
Identification No.:______________________