EXHIBIT 10.7
DOVER INVESTMENTS CORPORATION
STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into effective as of ("Date"),
by and between Dover Investments Corporation, a Delaware corporation (the
"Company"), and ("Name"), a director of the Company (the "Optionee"),
as follows:
WHEREAS, the Company previously adopted the Stock Option Plan for
Nonemployee Directors (the "Plan") on September 29, 1989, and as amended
November 16, 1994, providing for the granting to its nonemployee directors
of nonqualified stock options to purchase shares of its Class A
Common Stock (the "Class A Stock"); and
WHEREAS, the Optionee is a director who is in a position to make an
important contribution to the long-term performance of the Company.
WHEREAS, this option agreement has been restated to reflect the
one-for-ten reverse stock split previously adopted by the Company.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties agree as follows:
1. The Company hereby grants to the Optionee a nonqualified stock
option to purchase ___ shares of the Class A Stock at the price set forth
in Paragraph 2, on the terms and conditions hereinafter stated, in
consideration for which the Optionee hereby agrees to continue to serve as a
director of the Company during the term for which he was elected.
2. The purchase price per share is ____ ($___) which is agreed to be
100% of the fair market value of such Class A Stock at the date of grant.
The purchase price shall be payable in the legal tender of the United States
or, in the discretion of the Compensation Committee of the Board of Directors
of the Company (the "Committee"), in share of Class A Stock or in a combination
of such shares and such legal tender.
3. Subject to any required action by the stockholders, the number of
shares of Class A Stock covered hereby and the price per share thereof will
be proportionately adjusted for any increase or decrease in the number of
issued shares of Class A Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend or any other
increase or decrease in the number of issued and outstanding share of Class A
Stock effected without receipt of consideration by the Company. Subject to
any required action by the stockholders, if the Company shall be the surviving
corporation in any merger or consolidation, this option (to the extent that
it is still outstanding) shall pertain to and apply to the securities to
which a holder of the same number of shares of Class A Stock that are subject
to the option would have been entitled. A dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the
surviving corporation shall cause this option to terminate, unless the
agreement of merger or consolidation provides otherwise, except that the
Optionee will in such event have the right immediately prior to such
dissolution or liquidation, or merger or consolidation in which the Company
is not the surviving corporation, to exercise this option in whole or in
part without regard to any limitations on exercisability, other than
(i) the expiration date of the option; (ii) the 100 share limitation set
forth in the final paragraph of Paragraph 4 of this Agreement; and (iii) the
limitation set forth in Paragraph 4 of this Agreement relating to the
period of time required to have elapsed after the date of this Agreement.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
The grant of this option will not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all or any part of its business or
assets.
4. This option may not be exercised until 12 months have elapsed from
the effective date of this Agreement. Subject to the conditions stated
herein, this option shall become exercisable in installments to the extent of
one-half of the shares covered by the option on the date one year after
the effective date of this Agreement, and the remaining one-half of the shares
covered by the option on the date two years after the effective date of this
Agreement. Shares entitled to be purchased but not so purchased during any
period described in the foregoing sentence may be purchased during any
subsequent period within the 10-year term of the option.
No partial exercise of this option will be permitted for less than
100 shares, and fractional shares will not be issued.
5. In the event the Optionee ceases to be a director of the Company
for any reason other than his death, this option will be exercisable for a
period of 30 days after the date he ceases to be a director to the extent
exercisable on such date and shall thereafter terminate.
6. In the event the Optionee dies while a director of the Company,
or during the 30-day period after he ceases to be a director during which he
is permitted to exercise this option pursuant to Paragraph 5 hereof, this
option may be exercised at any time within six months after the
Optionee's death by the Optionee's transferee to the same extent as the
Optionee could have exercised the option immediately prior to his death.
The Optionee's transferee shall be the person or persons designated by the
Optionee on a Beneficiary Designation Form furnished by the Committee,
except that if at the time of the Optionee's death no effective Beneficiary
Designation Form is on file with the Committee, the Optionee's transferee
shall be deemed to be the executor or administrator of his estate or any
person who shall have acquired the option from the Optionee by his will or
the applicable law of descent and distribution. Any such transferee
exercising this option must furnish the Company upon request of the Committee
(a) written notice of his status as transferee, (b) evidence satisfactory to
the Company to establish the validity of the transfer of the option in
compliance with any laws or regulations pertaining to said transfer,
and (c) written acceptance of the terms and conditions of the option as
prescribed in this Agreement.
7. Unless the shares of Class A Stock to be issued upon exercise of
the option evidenced by this Agreement have been effectively registered under
the Securities Act of 1933 as now in force or hereafter amended, the Company
shall be under no obligation to issue any shares of Class A Stock
covered by this option unless the person who exercises such option, in whole
or in part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel to the Company and
upon which, in the opinion of such counsel, the Company may reasonably rely,
that he is acquiring the shares of Class A Stock issued to him pursuant to such
exercise of the option for his own account as an investment and not with a
view to, or for sale in connection with, the distribution of any such shares
of Class A Stock, and that he will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such
transfer under the Securities Act of 1933, or any other applicable law, and
that if shares of Class A Stock are issued without such registration,
a legend to this effect may be endorsed upon the securities so issued.
8. The option may be exercised by the person then entitled to do so as
to any share which may then be purchased by giving written notice of exercise
to the Company specifying the number of full shares to be purchased and
accompanied by full payment of the purchase price thereof and the amount of
any income tax the Company is required by law to withhold by reason of such
exercise.
9. Neither the Optionee nor any person claiming under or through him
shall be, or have any of the rights or privileges of, a stockholder of the
Company in respect of any of the shares issuable upon the exercise of the
option, until the date of receipt of payment by the Company in accordance
with the terms hereof.
10. Any notice to be given to the Company under the terms of this
Agreement shall be addressed to Dover Investments Corporation, in care of
its Secretary, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
or at such other address as the Company may hereafter designate in writing.
Any notice to be given to the Optionee shall be addressed to the Optionee at
the address set forth beneath his signature hereto, or at any such other
address as the Optionee may hereafter designate in writing. Any such notice
shall be deemed to have been duly given if and when enclosed in a properly
sealed envelope, addressed as aforesaid, registered and deposited, postage
and registry fee prepaid, in a post office or branch post office regularly
maintained by the United States Government.
11. Except as otherwise provided herein, the option herein granted 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 sale under execution, attachment or similar
process upon the rights and privileges conferred hereby. Upon any attempt to
transfer, assign, pledge or otherwise dispose of said option, or of any right
or privilege conferred hereby, contrary to the provisions hereof, or upon
any attempted sale under any execution, attachment or similar process upon
the rights and privileges conferred hereby, said option and the
rights and privileges conferred hereby shall immediately become null and void.
12. Notwithstanding any other provision of this Agreement, this option
is not exercisable after the expiration of 10 years from the date of this
Agreement.
13. Subject to the limitations on transferability contained herein,
this Agreement shall be binding upon and inure to the benefit of the heirs,
legal representatives, successors and assigns of the parties hereof.
14. The rights awarded hereby are subject to the requirement that, if
at any time the Committee shall determine, in its sole discretion, that the
listing, registration or qualification of the shares of Class A Stock subject
to such rights upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body,
is necessary or desirable as a condition of, or in connection with, the
granting of such rights may not be exercised or paid in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to
the Committee.
15. Stock certificates issued upon exercise of this option, or any
portion thereof, may bear such restrictive legends as the Company in its sole
discretion deems appropriate or necessary, and said Class A Stock may not be
sold in violation of said legends. Additionally, appropriate restrictions
on stock transfers may be noted in the stock records of the Company.
16. Nothing in this Agreement shall be construed as giving the Optionee
the right to be retained as a director of the Company.
17. If shares of Class A Stock are issued to the Optionee in satisfaction
of the rights conferred hereby, the Company has the right to require the
Optionee to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. Whenever payments are
to be made in cash, such payments shall be net of an amount sufficient to
satisfy federal, state and local withholding tax requirements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
in duplicate, the day and year first above written.
DOVER INVESTMENTS CORPORATION
By___________________________
Title: President and
Chairman of the Board
ACCEPTED:
_____________________________
(Name)
_____________________________
Address