CENVEO, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
Exhibit
10.17
2007
LONG-TERM EQUITY INCENTIVE PLAN
NON-QUALIFIED
STOCK OPTION AGREEMENT FOR EMPLOYEES
This
Non-Qualified Stock Option Agreement (“Option Agreement”), dated as of this
_____________________ (the “Grant Date”), is between Cenveo, Inc., a Colorado
corporation (the “Company”), and ___________________
(“Optionee”). Capitalized terms used but not defined herein have the
meanings assigned to them in the Cenveo, Inc. 2007 Long-Term Equity Incentive
Plan, as amended (the “Plan”).
W I T N E S S E T
H:
WHEREAS,
the Company has heretofore adopted the Plan for the purpose of providing
employees and directors of the Company and its Affiliates with additional
incentive to promote the success of the business, to increase their proprietary
interest in the success of the Company, and to encourage them to remain in the
employ or remain as a director of the Company and its Affiliates;
and
WHEREAS,
the Company, acting through the Compensation Committee of its Board of Directors
(the “Committee”), has determined that its interests will be advanced by the
issuance to Optionee of a Non-Qualified Stock Option under the
Plan;
NOW
THEREFORE, for and in consideration of these premises it is agreed as
follows:
1. Option. Subject
to the terms and conditions contained herein and in the Plan, the Company hereby
irrevocably grants to Optionee the right and option (“Option”) to purchase from
the Company ___________
shares of the Company’s common stock, $0.01 par value (“Common Stock”),
at a price of $________ per
share (the “Option Price”).
2. Option
Period. Subject to Section 10 below, the Option herein granted
may be exercised by Optionee in whole or in part at any time during the period
(“Option Period”) beginning on the Grant Date and ending on the sixth
anniversary of the Grant Date, based upon Optionee’s number of full years of
service with the Company or its Affiliates from the Grant Date to the date of
such exercise, in accordance with the following schedule:
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Number
of
Years
of Service
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Cumulative
Percentage of
Shares
Purchasable
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1
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25%
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2
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50%
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3
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75%
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4
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100%
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Notwithstanding
anything in this Agreement to the contrary, the Committee, in its sole
discretion, may waive the foregoing schedule of vesting and upon written notice
to Optionee, accelerate the earliest date or dates on which the Option is
exercisable.
3. Procedure for
Exercise. The Option herein granted may be exercised by
written notice by Optionee to the Secretary of the Company setting forth the
number of shares of Common Stock with respect to which the Option is to be
exercised accompanied by payment for the shares to be purchased, and specifying
the address to which the certificate for such shares or other evidence of
ownership is to be mailed. Payment shall be by means of one (or a
combination) of the following forms: (i) cash, wire transfer,
cashier’s check, bank draft, postal or express money order payable to the order
of the Company, (ii) at the option of Optionee, in Common Stock theretofore
owned by such Optionee (or a combination of cash and Common Stock), (iii) by
delivery (on a form prescribed by the Company) of an irrevocable direction to a
licensed securities broker acceptable to the Company to sell shares of Common
Stock and to deliver all or part of the sale proceeds to the Company in payment
of the aggregate Option Price and any withholding taxes, or (iv) by any other
exercise method approved by the Committee.
4. Termination of
Employment. If Optionee’s employment with the Company or its
Affiliates is terminated during the Option Period for any reason, any portion of
the Option that is not exercisable (and has not become exercisable under Section
10 hereof) on such date shall thereupon terminate. Except as provided
in Section 5 below, any portion of the Option that is exercisable on the date of
Optionee’s termination of employment which has not been exercised within ninety
(90) days following such termination shall expire and be of no force or
effect.
5. Retirement, Disability or
Death. If Optionee’s employment with the Company or its
Affiliates is terminated by reason of his or her retirement, disability or
death, any portion of the Option that is exercisable at the date of such
retirement, disability or death shall be thereafter exercisable by Optionee, his
or her executor or administrator, or the person or persons to whom his or her
rights under this Option Agreement shall pass by will or by the laws of descent
and distribution, as the case may be, for a period of three (3) years from the
date of Optionee’s retirement, disability or death unless this Option Agreement
should earlier terminate in accordance with its other terms. In no
event may any Option be exercised after the end of the Option
Period. Optionee shall be deemed to be disabled if, in the opinion of
a physician selected by the Committee, he is incapable of performing services
for the Company by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be of long, continued
and indefinite duration. Retirement means Optionee has reached age 65
and completed five (5) years of service with the Company.
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6. Transferability. This
Option shall not be transferable by Optionee otherwise than by Optionee’s will
or by the laws of descent and distribution. During the lifetime of
Optionee, the Option shall be exercisable only by Optionee. Any
heir or legatee of Optionee shall take rights herein granted subject to the
terms and conditions hereof. No such transfer of this Option
Agreement to heirs or legatees of Optionee shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and a copy of such 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 hereof.
7. No Rights as
Stockholder. Optionee shall have no rights as a stockholder
with respect to any shares of Common Stock covered by this Option Agreement
until the date of issuance of shares of Common Stock purchased pursuant to this
Option Agreement. Until such time, Optionee shall not be entitled to
dividends or to vote at meetings of the stockholders of the Company with respect
to shares of Common Stock subject to the Option. Except as provided
in Section 8 hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash or securities or other property) paid or
distributions or other rights granted in respect of any share of Common Stock
for which the record date for such payment, distribution or grant is prior to
the date upon which Optionee shall have been issued shares of Common Stock, as
provided hereinabove.
8. Adjustments Upon Certain
Events. Upon the occurrence of any unusual or nonrecurring
event (including, without limitation, any of the events described in Section 4.2
of the Plan) affecting the Company, any Subsidiary or Affiliate, or the
financial statements of the Company or any Subsidiary or Affiliate, or of
changes in applicable laws, regulations, or accounting principles, the Board
may, in its sole discretion, make such adjustments to the Option as it deems
appropriate in order to prevent dilution or enlargement of benefits, including:
(i) adjusting any or all of the number of shares of Common Stock or other
securities of the Company (or number and kind of other securities or property)
subject to the Option and/or the exercise price with respect to the Option; (ii)
providing for an equivalent award in respect of securities of the surviving
entity of any merger, consolidation or other transaction or event having a
similar effect; or (iii) making provision for a cash payment to Optionee; provided, however, that no
adjustment shall be made to the Option unless such adjustment complies with
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). In addition, prior to a merger or other corporate
transaction the Committee may require that the Option be exercised within a
period of at least ten business days prior to such transaction, and that any
portion of the Option not exercised within such period shall be
forfeited.
9. Changes in Capital
Structure. The existence of outstanding Options shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issuance of Common Stock or subscription
rights thereto, or any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights thereof,
or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceedings, whether of a similar character or otherwise.
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10.
Accelerated
Vesting. In the event that there is a Change in Control while
Optionee is still employed by the Company or an Affiliate, the Option shall
become immediately exercisable, and Optionee shall be given reasonable notice of
such Change in Control and shall have a period of at least ten (10) days after
such notice to exercise the Option. In addition, in the event that
Optionee’s employment with the Company is terminated by the Company without
“Cause” or by Optionee for “Good Reason” (as such terms are defined in the
employment agreement between the Company and Optionee), any portion of the
Option that has not yet vested shall become immediately
exercisable.
11.
Compliance With
Securities Laws. Upon the acquisition of any shares pursuant
to the exercise of the Option herein granted, Optionee (or any person acting
under Section 6) will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Option Agreement.
12. Compliance With
Laws. Notwithstanding any of the other provisions hereof,
Optionee agrees that he or she will not exercise the Option granted hereby, and
that the Company will not be obligated to issue any shares pursuant to this
Option Agreement, if the exercise of the Option or the issuance of such shares
of Common Stock would constitute a violation by Optionee or by the Company of
any provision of any law or regulation of any governmental authority, and that
the Company has no obligation to register the shares of Common Stock under the
Securities Act of 1933, as amended.
13. Withholding of
Tax. To the extent that the grant, vesting or exercise of the
Option or other payment with respect thereto, or the disposition of shares of
Common Stock acquired by exercise of the Option, is subject to applicable
withholding or other taxes, the Company or any Affiliate shall have the right
and is hereby authorized to withhold from the delivery of the shares of Common
Stock or other payment, or from any compensation or other amount owing to
Optionee, the amount (in cash, shares of Common Stock, other securities, other
awards or other property) of any such withholding or other taxes in respect of
the Option, and to take such other action as may be necessary in the opinion of
the Company to satisfy all obligations for the payment of such taxes, including
requiring Optionee to pay to the Company such amount of money as the Company may
require to meet its obligation under applicable tax laws.
14. Resolution of
Disputes. As a condition of the granting of the Option hereby,
Optionee and his heirs and successors agree that any dispute or disagreement
which may arise hereunder shall be determined by the Committee in its sole
discretion and judgment, and that any such determination and any interpretation
by the Committee of the terms of this Option Agreement and the Plan shall be
final and shall be binding and conclusive, for all purposes, upon the Company,
Optionee, and his or her heirs and personal representatives.
15. Legends on
Certificate. The certificates, if any, representing the shares
of Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable
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restrictions
on sale or transfer, and the stock transfer records of the Company will reflect
stop-transfer instructions with respect to such shares.
16. Notices. All
notices or other communications hereunder shall be in writing and shall be given
by registered or certified mail, via overnight courier providing a receipt, or
via telecopy (with a confirming copy being delivered within 24 hours
thereafter). Notices to the Company shall be directed to Cenveo,
Inc., at its principal executive offices, currently One Canterbury Green, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: Secretary. Notices given to Optionee shall be
sent to the latest address of Optionee on file with the Company.
17. Construction and
Interpretation. Whenever the term “Optionee” is used herein
under circumstances applicable to any other person or persons to whom this
award, in accordance with the provisions of Section 6 hereof, may be
transferred, the word “Optionee” shall be deemed to include such person or
persons. References to the masculine gender herein also include the
feminine gender for all purposes.
18. Agreement Subject to
Plan. This Option Agreement is subject to the
Plan. The terms and provisions of the Plan are hereby incorporated
herein by reference thereto. In the event of a conflict between any
term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and
prevail. All definitions of words and terms contained in the Plan
shall be applicable to this Option Agreement. The Company shall be
under no obligation whatsoever to advise Optionee of the existence, maturity or
termination of any of Optionee’s rights hereunder and Optionee shall be deemed
to have familiarized him or herself with all matters contained herein and in the
Plan which may affect any of Optionee’s rights or privileges
hereunder.
19. Employment
Relationship. Any questions as to whether and when there has
been a termination of employment with the Company or an Affiliate and the cause
of such termination shall be determined by the Committee, and its determination
shall be final and binding. Nothing contained herein shall be
construed as conferring upon Optionee the right to continue in the employ of the
Company or its Affiliates, nor shall anything contained herein be construed or
interpreted to limit the “employment at will” relationship between Optionee and
the Company or its Affiliates.
20. Binding
Effect. This Option Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.
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IN
WITNESS WHEREOF, this Non-Qualified Stock Option Agreement has been executed as
of the date first written above.
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COMPANY
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By:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇.
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Chairman
and Chief Executive Officer
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OPTIONEE
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Name:
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