1
EXHIBIT 10.43
SYBRON INTERNATIONAL CORPORATION
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
1999 PLAN
Option granted this ___ day of _______, 19__, by SYBRON INTERNATIONAL
CORPORATION, a Wisconsin corporation (hereinafter called the "Company"), to
(hereinafter called the "Grantee") pursuant to
the Sybron International Corporation 1999 Outside Directors' Stock Option Plan
(the "Plan"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Plan.
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares Optioned; Purchased Price. The Company grants
to the Grantee the right and option to purchase, on the terms
and conditions hereof, all or any part of an aggregate of
_____ shares of Company common stock, par value $0.01 per
share ("Company Stock"), at the purchase price of $______
(_____________) per share.
2. Period for Exercise. This Option shall become exercisable
immediately upon the date of grant (_______ __, 19__). All
rights to exercise this Option shall terminate upon the
earlier of (a) ten (10) years from the date the Option is
granted (_______ __, ____), or (b) two (2) years from the date
the Grantee ceases to be a Director.
3. Method of Exercising Option. Subject to Section 2, above, this
Option may be exercised in whole or in part from time to time
by the Grantee through written notice of the exercise given to
the Company specifying the number of shares to be purchased
and accompanied by payment in full of the exercise price
therefor. The exercise price may be paid in cash, by check, or
by delivering shares of Company Stock which have been
beneficially owed by the Grantee, the Grantee's spouse or both
of them for a period of at least six months prior to the time
of exercise ("Delivered Stock"), or a combination of cash and
Delivered Stock. Delivered Stock shall be valued at its Fair
Market Value determined as of the date of exercise of this
Option. The Grantee shall not be under any obligation to
exercise this Option at any time.
4. Method of Valuation. For all purposes of this Agreement, the
Fair Market Value of shares of Company Stock on any date shall
mean the average of the highest and lowest quoted selling
prices for the Company Stock on the relevant date, or (if
there were no sales on such date) the average of the means
between the highest and lowest quoted selling prices on the
nearest day before and the nearest day after the relevant
date, as reported in The Wall Street Journal or a similar
publication selected by the Committee.
5. Deferral of Exercise. If at any time the Board of Directors of
the Company shall determine, in its discretion, that the
listing, registration, or qualification of securities 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 this Option or the issue or purchase of
securities hereunder, this Option may not be exercised in
whole or in part unless such
2
listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Board. In particular, without
limitation, although the Company intends to exert its best
efforts so that the shares purchasable upon the exercise of
the Option will be registered under, or exempt from the
registration requirements of, the federal Securities Act of
1933 (the "Act") and any applicable state securities law, if
the exercise of this Option or any part of it would otherwise
result in the violation by the Company of any provision of the
Act or of any state securities law, the Company may require
that such exercise be deferred until the Company has taken
appropriate action to avoid any such violation.
6. Nontransferability. This Option shall not be transferable or
assignable by the Grantee except by last will and testament or
the laws of descent and distribution and shall be exercisable
during the Grantee's lifetime only by the Grantee or by the
Grantee's guardian or legal representative; provided, however,
that the Committee may amend this Option to provide for
transferability of this Option in whole or in part to family
members of the Grantee or to trusts or partnerships for such
family members. In the event of Grantee's death, the Grantee's
beneficiary designated pursuant to Section 14 of this Option
or, in the absence of any such designation, the personal
representative of the Grantee's estate or the person or
persons to whom this Option is transferred by will or the laws
of descent and distribution may exercise this Option in
accordance with its terms.
7. Rights as Shareholder. The Grantee shall not be deemed the
holder of any shares covered by this Option until such shares
are fully paid and issued to him/her upon exercise of this
Option.
8. Changes in Stock. In the event any stock dividend is declared
upon the Company Stock, or if there is any stock split, stock
distribution or other recapitalization of the Company with
respect to the Company Stock, resulting in a split or
combination or exchange of shares, the number and kind of
shares then subject to this Option and the per share purchase
price therefor shall be proportionately and appropriately
adjusted without any change in the aggregate purchase price to
be paid therefor.
9. Notices. Any notice to be given to the Company under the terms
of this Option shall be addressed to the Company, in care of
its Secretary, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Any notice to be given to the
Grantee may be addressed to the Grantee at his/her address as
it appears on the Company's records, or at such other address
as either party may hereafter designate in writing to the
other. Any such notice shall be deemed to have been duly given
if and when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, certified and deposited, postage
prepaid, in a post office or branch post office regularly
maintained by the United States Government.
10. Provisions of the Plan Controlling. This Option is subject in
all respects to the provisions of the Plan. In the event any
conflict between any provision of this Option and the
provisions of the Plan, the provisions of the Plan shall
control. Grantee hereby acknowledges receipt of a copy of the
Plan.
11. Successors. All obligations of the Company under the Plan
shall be binding on any successor to the Company, whether the
existence of such successor is the result of a
2
3
direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or
assets of the Company.
12. Government and Other Regulations. The obligation of the
Company to sell and deliver shares of stock pursuant to an
exercise of this Option shall be subject to all applicable
laws, rules and regulations and the obtaining of all such
approvals by governmental agencies as may be deemed necessary
or desirable by the Board of Directors of the Company,
including (without limitation) the satisfaction of any
applicable federal, state and local tax withholding
requirements (subject to the provisions of Section 6.05 of the
Plan).
13. Construction. Except as otherwise required by applicable
federal laws, this Option shall be governed by, and construed
in accordance with, the laws of the state of the Company's
incorporation.
14. Beneficiary Designation. The Grantee may, from time to time,
name any beneficiary or beneficiaries (who may be named
contingently or successively) who shall be entitled to
exercise this Option in accordance with its terms in the event
of Grantee's death before he or she exercises (or transfers,
if permitted by the Committee) all of his or her outstanding
options. Each such designation shall revoke all prior
designations, shall be in a form prescribed by the Company,
and will be effective only when filed by the Grantee in
writing with the Human Resources Department of the Company.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President and attested by its Secretary or one of
its Assistant Secretaries, and the Grantee has hereunto set his/her hand and
seal, all as of the day and year first above written, which is the date of the
granting of the Option evidenced hereby.
SYBRON INTERNATIONAL CORPORATION
By:
-------------------------------------
President
ATTEST:
---------------------------
----------------------------------(Seal)
Grantee
3