▇▇▇▇▇ CORPORATION
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1995 EQUITY INCENTIVE PLAN
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NONSTATUTORY STOCK OPTION AGREEMENT
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THIS AGREEMENT, made and entered into as of this ____ day of _______,
____, by and between ▇▇▇▇▇ CORPORATION, a Wisconsin corporation (the "Company"),
and _______________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the ▇▇▇▇▇ Corporation 1995 Equity
Incentive Plan (the "Plan"), the terms of which, to the extent not stated
herein, are specifically incorporated by reference in this Agreement; and
WHEREAS, one of the purposes of the Plan is to permit the granting of
options to purchase shares of the Company's Common Stock, $.10 par value (the
"Common Stock"), to certain key employees of the Company and its affiliates; and
WHEREAS, the Optionee is now employed by the Company or an affiliate
of the Company in a key capacity, and the Company desires the Optionee to remain
in such employ, and to secure or increase his stock ownership in the Company in
order to increase his incentive and personal interest in the welfare of 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 grants to the Optionee an option (the "Option")
to purchase from the Company all or any part of the aggregate amount of ________
shares of Common Stock (the "Optioned Shares"). The Option is intended to
constitute a nonstatutory 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.
2. Option Price. The price to be paid for the Optioned Shares shall be
$______ per share, which has been determined by the Compensation Committee of
the Board of Directors of the Company (the "Committee") to be not less than 100%
of the fair market value of such stock on the date of grant of the Option.
3. Exercisability and Termination of Option. Except as provided
herein, the Option may be exercised only while the Optionee is an employee of
the Company or an affiliate of the Company and only if the Optionee has been
continuously so employed since the date of grant of the Option. The Option may
be exercised by the Optionee in whole, or in part from time to time, during the
period beginning __________, ____, and ending __________, ____, but (subject to
Paragraph 6) only in accordance with the following schedule:
Cumulative Percentage of Shares Subject to
Option Which May be Purchased (which
Elapsed Number of Years number of shares shall be rounded
After Date of this Agreement down to the nearest whole number)
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Less than One Year 0%
One Year 33-1/3%
Two Years 66-2/3%
Three Years 100%
4. Manner of Exercise and Payment. Subject to the provisions of
Paragraph 3 hereof, the Option may be exercised only by written notice to the
Company, served upon the Secretary of the Company at its office at Menasha,
Wisconsin, specifying the number of shares in respect to which the Option is
being exercised. Subject to the provisions of this Agreement, the notice of
exercise must be accompanied by full payment of the option price of the shares
being purchased (i) in cash or by certified check or bank draft; (ii) by
tendering previously acquired shares of Common Stock (valued at their "fair
market value" as determined in the manner provided below); or (iii) by any
combination of the means of payment set forth in subparagraphs (i) and (ii). For
purposes of this Paragraph 4, the "fair market value" of a share of Common Stock
shall be equal to the closing price per share for the Common Stock on the New
York Stock Exchange on the trading date next preceding the date of exercise, or,
if no trading occurred on the trading date next preceding the exercise date,
then the "fair market value" per share of Common Stock shall be determined with
reference to the next preceding date on which the Common Stock was traded. For
purposes of subparagraphs (ii) and (iii) above, the term "previously acquired
shares of Common Stock" shall only include Common Stock owned by the Optionee
prior to the exercise of the Option 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
assignable, alienable, saleable or 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 9 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. Exercisability After Termination of Employment.
(a) Death or Disability; Retirement. In the event the Optionee dies
while he is in the employ of the Company or any affiliate or if his employment
is terminated by reason of his disability, the Option, to the extent not
theretofore exercised, may be exercised in full as follows: (i) by the legal
representative of the Optionee (who for purposes of this Agreement may be the
Optionee's beneficiary as designated pursuant to Paragraph 9) at any time within
twelve months after
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the date of the Optionee's death while in the employ of the Company or any
affiliate; or (ii) by the Optionee or his legal representative or guardian at
any time within twelve months after the termination of the Optionee's employment
by reason of disability, but in either case in no event later than ten years
after the date of grant of the Option. In the event the Optionee's employment is
terminated by reason of his retirement after reaching age 65, the Option, to the
extent not theretofore exercised, may be exercised in full by the Optionee or
his legal representative or guardian at any time within three years of the
termination of the Optionee's employment by reason of retirement, but in no
event later than ten years after the date of grant of the Option.
(b) Other. In the event that the Optionee is discharged or leaves the
employ of the Company and its affiliates for any reason (other than the death or
disability of the Optionee or the retirement of the Optionee after reaching the
age of 65), the Option, to the extent not theretofore exercised but then
permitted under the percentage limitations of Paragraph 3 hereof, may be
exercised by the Optionee or by his legal representative or guardian at any time
within three months after the date of termination of employment upon the tender
to the Company, in cash or its equivalent, of the full purchase price, but in no
event later than ten years after the date of grant of the Option.
7. Tax Withholding. The Company may deduct and withhold from any cash
otherwise payable to the Optionee (whether payable as salary, bonus or other
compensation) such amount as may be required for the purpose of satisfying the
Company's obligation to withhold Federal, state or local taxes. Further, in the
event the amount so withheld is insufficient for such purpose, the Company may
require that the Optionee pay to the Company upon its demand or otherwise make
arrangements satisfactory to the Company for payment of such amount as may be
requested by the Company in order to satisfy its obligation to withhold any such
taxes.
The Optionee shall be permitted to satisfy the Company's tax
withholding requirements by making a written election (in accordance with such
rules and regulations and in such form as the Committee may determine) to have
the Company withhold shares of Common Stock otherwise issuable to the Optionee
(the "Withholding Election") having a fair market value on the date income is
recognized (the "Tax Date") pursuant to the exercise of the Option equal to the
minimum amount required to be withheld. If the number of shares of Common Stock
withheld to satisfy withholding tax requirements shall include a fractional
share, the number of shares withheld shall be reduced to the next lower whole
number and the Optionee shall deliver cash in lieu of such fractional share, or
otherwise make arrangements satisfactory to the Company for payment of such
amount. A Withholding Election must be received by the Secretary of the Company
on or prior to the Tax Date.
8. 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.
9. 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 is
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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 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 acting through his
legal representative 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.
10. Transfer Restriction. The shares to be acquired upon exercise of
the Option may not be sold or offered for sale 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 the
registration provisions of said Act.
11. Status of Optionee. The Optionee shall not be deemed for any
purposes to be a shareholder of the Company with respect to any of the Optioned
Shares except to the extent that the Option shall have been exercised with
respect thereto, the shares shall have been fully paid, and a stock certificate
issued therefor. Neither the Plan nor the Option shall confer upon the Optionee
any right to continue in the employ of the Company, nor to interfere in any way
with the right of the Company to terminate the employment of the Optionee at any
time.
12. Powers of the Company Not Affected. The existence of the Option
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
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of the Company's assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise.
13. Interpretation by Committee. As a condition of the granting of the
Option, the Optionee agrees, for himself and his legal representatives or
guardians, that this Agreement shall be interpreted by the Committee and that
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.
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IN WITNESS WHEREOF, the Company has caused this instrument 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 of the day
and year first above written.
▇▇▇▇▇ CORPORATION
By:____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board
and Chief Executive Officer
[CORPORATE SEAL] Attest:________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
____________________________________(SEAL)
Optionee
Beneficiary:_____________________________
Address of Beneficiary:__________________
_________________________________________
Beneficiary's Tax Identification
No.:_____________________________________
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