EXHIBIT 10.19
[date]
RE: STOCK OPTION GRANT
Dear :
Cable Design Technologies Corporation (the "Company") hereby grants to you
("Grantee"), as of the date set forth above (the "grant date"), a nonqualified
stock option to purchase [ ] shares of common stock, par value $.01 per share
(the "Common Stock"), of the Company at the option price per share of $[ ].
This grant is made pursuant to the [ ] (the "Plan").
This grant is subject to the terms and conditions of the Plan and those set
forth in Schedule I hereto, including vesting described in Schedule I, all of
which terms and conditions are incorporated herein. This grant will be
effective only upon receipt of a copy of Schedule I signed by you.
Very truly yours,
CABLE DESIGN TECHNOLOGIES CORPORATION
at the direction of the Board of Directors
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer and President
ATTACHMENT
Employee:
Date of Grant:
SCHEDULE I
CABLE DESIGN TECHNOLOGIES CORPORATION
TERMS OF
NONQUALIFIED STOCK OPTION AGREEMENT EVIDENCING
A GRANT OF A NONQUALIFIED STOCK OPTION
The grant to which these terms are attached is subject to the
following additional terms and conditions. All terms used but not defined
herein shall have the meanings given to them in the grant to which these terms
are attached, and if not defined therein, in the Plan. The grant to which these
terms are attached and these terms constitute the "Agreement" as used herein.
1. Grantee Bound by Plan. A copy of the Plan has been provided to
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Grantee, which Plan is incorporated herein by reference and made a part hereof.
▇▇▇▇▇▇▇ hereby acknowledges receipt of a copy of the Plan and the Plan
prospectus and agrees to be bound by all the terms and provisions thereof. The
Plan and any prospectus then in effect should be carefully examined before any
decision is made to exercise the option.
2. Exercise of Option. Subject to the earlier termination of the
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option as provided herein and in the Plan, the option may be exercised, by
written notice to the Company in the form attached as Exhibit A hereto, at any
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time and from time to time after the date of grant, but, except as otherwise
provided below, such option shall not be exercisable for more than a percentage
of the aggregate number of shares offered by such option determined by the
number of full years from the date of grant thereof to the date of such
exercise, in accordance with the following schedule:
Cumulative Percentage of
Completed Years Shares That
From Date of Grant May Be Exercisable
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Less than 1 year 0%
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1 but less than 2 years up to 33-1/3%
2 but less than 3 years up to 66-2/3%
3 or more years up to 100%
provided that, subject to the other conditions of this Agreement, 100% of the
options shall vest, and 100% of the shares may be exercised, upon (x) your
retirement from the Company or one of its Subsidiaries after reaching age 65 or
(y) a Change in Control. For purposes of this Agreement, "Subsidiary" shall
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mean any corporation of which the securities having a majority of the voting
power in electing directors are, at the time of determination, owned by the
Company, directly or through one or more Subsidiaries and a "Change in Control"
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shall be deemed to have occurred if:
(a) any "person" or "group" (as such terms are used in Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities; or
(b) there shall be consummated any consolidation, merger,
reorganization or acquisition involving the Company unless following such
event (i) all or substantially all of the individuals and entities who were
the beneficial owners of the outstanding voting securities of the Company
immediately prior to such event beneficially own, directly or indirectly,
more than 55% of the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors of the
corporation resulting from such event in substantially the same proportions
as their ownership immediately prior to such event and (ii) the provisions
of clause (a) above are not met and (iii) at least 55% of the members of
the board of directors of the corporation resulting from such event were
members of the board of directors at the time of the initial consideration
of, or any action of the board relating to, such event; or
(c) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the
assets of the Company (on a consolidated basis); or
(d) the stockholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company; or
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(e) as the result of, or in connection with, any cash tender offer,
exchange offer, merger or other business combination, sale of assets, proxy
or consent solicitation, contested election or substantial stock
accumulation (a "Control Transaction"), the members of the Board
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immediately prior to the date the Company initiates, or is notified of,
such Control Transaction (the "Incumbent Board") shall thereafter cease to
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constitute at least a majority of the Board; provided, however, that for
purposes of this clause (e) any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than
the Board.
An option shall not be exercisable in any event after the expiration of ten
years from the date of grant. An option may not be exercised for a fraction of
a share of Common Stock.
3. Conditions to Exercise. The option may not be exercised by
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Grantee unless all of the following conditions are met:
(a) Legal counsel for the Company must be satisfied at the time of
exercise that the issuance of shares of Common Stock upon exercise will be in
compliance with the Securities Act of 1933, as amended (the "Act") and other
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applicable United States federal, state, local and foreign laws;
(b) Grantee must pay at the time of exercise the full purchase price
for the shares of Common Stock being acquired hereunder, by (i) paying in United
States dollars by cash, (ii) tendering shares of Common Stock owned by Grantee
which have a fair market value equal to the full purchase price for the shares
of Common Stock being acquired, such fair market value to be determined in such
reasonable manner as may be provided from time to time by the Committee or as
may be required in order to comply with or conform to the requirements of any
applicable or relevant laws or regulations, (iii) requesting that the Company
withhold from the shares of Common Stock to be issued to the Grantee the number
of shares necessary to satisfy the full purchase price, based on the fair market
value of the shares of Common Stock determined as set forth in clause (ii); (iv)
paying in such other form as the Committee may determine in its sole discretion,
or (v) tendering a combination of the forms of payment provided for above in
clauses (i) through (iv) of this Subparagraph 3(b); provided, however, that any
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payment of the purchase price in the form of shares of Common Stock owned by the
Grantee or to be issued to the Grantee shall be made in accordance with the
Company's policy regarding transactions involving the Company's securities; and
(c) Grantee must, at all times during the period beginning with the
grant date of the option and ending on the date of such exercise, have been
employed by the Company or one of its Subsidiaries, provided that if:
(i) Grantee ceases to be so employed by reason of Grantee's
disability or retirement (as such terms are defined in the Plan and
interpreted and administered by the Committee) while holding the
option which has not expired and has not been fully exercised Grantee
may, at any time within three years of the date of the onset of such
disability or retirement (but in no event after the expiration of ten
years from the grant date), exercise the option with respect to the
number of shares, determined under Paragraph 2 above, as to which
Grantee could have exercised the option on the date of the onset of
such disability or retirement (or with respect to such greater number
of shares as determined by the Committee in its sole discretion) and
any remaining portion of the option shall be canceled and no longer
exercisable;
(ii) Grantee dies while holding the option which has not expired
and has not been fully exercised, his executors, administrators, heirs
or distributees, as the case may be, may, at any time within one year
(or such other period determined by the Committee) after the date of
death (but in no event after the Option has expired), exercise the
option with respect to any shares, determined under Paragraph 2, as to
which the decedent could have exercised the option at the time of his
death (or with respect to such greater number of shares as determined
by the Committee) and any remaining portion of the option shall be
canceled and no longer exercisable; and
(iii) Grantee's employment with the Company or its Subsidiaries
is terminated for any reason other than as provided in clauses (i) and
(ii) above and on the date of such termination Grantee holds the
option which has not expired and has not been fully exercised, Grantee
may, at any time within 30 days after such date of termination (but in
no event after the expiration of ten years from the grant date),
exercise the option with respect to the number of shares, determined
under Paragraph 2 above, as to which Grantee could have exercised the
option on such date of termination (or with respect to such greater
number of shares as
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determined by the Committee in its sole discretion), and any remaining
portion of the option shall be canceled and no longer exercisable.
Any option that is not exercised within the periods contemplated in clauses (i),
(ii) and (iii) above shall be canceled and no longer exercisable.
4. Transferability. The option may not be sold, assigned,
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transferred, pledged, hypothecated or otherwise disposed of by Grantee, except
by will or the laws of descent and distribution and is exercisable during
▇▇▇▇▇▇▇'s lifetime only by ▇▇▇▇▇▇▇. If Grantee or anyone claiming under or
through Grantee attempts to violate this Paragraph 4, such attempted violation
shall be null and void and without effect, and the Company's obligation to make
any further payments (stock or cash) hereunder shall terminate. If at the time
of ▇▇▇▇▇▇▇'s death the option has not been fully exercised, ▇▇▇▇▇▇▇'s estate or
any person who acquires the right to exercise the option by bequest or
inheritance or by reason of ▇▇▇▇▇▇▇'s death may, at any time within one year
after the date of Grantee's death (but in no event after the expiration of ten
years from the grant date), exercise the option with respect to the number of
shares, determined under Paragraph 2 above, as to which Grantee could have
exercised the option at the time of ▇▇▇▇▇▇▇'s death, or with respect to such
greater number of shares as determined by the Committee in its sole discretion.
The applicable requirements of Paragraph 3 above must be satisfied at the time
of such exercise.
5. Adjustments. In the event of any change in the number of shares
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of Common Stock outstanding by reason of any stock split, stock dividend, split-
up, split-off, spin-off, recapitalization, merger or consolidation in which the
Company is the surviving corporation, rights offering, reorganization,
combination or exchange of shares, distribution to shareholders other than a
normal cash dividend, or other extraordinary or unusual event occurring after
the grant date specified above and prior to its exercise in full, the number of
shares of Common Stock for which the option may then be exercised, the type of
consideration for which the option may be exercised and the option price per
share may or may not be adjusted so as to reflect such change, all as determined
by the Committee in its sole discretion. In the event of the proposed
dissolution or liquidation of the Company, the option shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee. In the event the Company is a party to a merger or
consolidation in which the Company is not the surviving corporation, a
transaction that results in the acquisition of substantially all of the
Company's outstanding stock by a single person or entity, or a sale or transfer
of substantially all of the Company's assets, the Committee may take such
actions with respect to the option as the Committee in its sole discretion deems
appropriate. Notwithstanding anything in this Agreement to the contrary, the
Committee may take the foregoing actions without the consent of the
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Grantee, and the Committee's determination shall be conclusive and binding on
all persons for all purposes.
6. Withholding of Tax. It shall be a condition to the obligation of
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the Company to furnish shares of Common Stock upon exercise of an option (i)
that Grantee (or any person acting under Paragraph 4 above) pay to the Company
or its designee, upon its demand, in accordance with the Plan, such amount as
may be demanded for the purpose of satisfying the Company's obligation to
withhold federal, state, local or foreign income, employment or other taxes
incurred by reason of the exercise of the option or the transfer of shares
thereupon (the "Tax Withholding Amount"), and (ii) that Grantee (or any person
acting under Paragraph 4 above) provide the Company with any forms, documents or
other information reasonably required by the Company in connection with the
grant. In order to satisfy the condition of clause (i), upon approval by the
Committee, Grantee may (a) make payment of the Tax Withholding Amount in United
States dollars cash, (b) tender shares of Common Stock owned by Grantee which
have a fair market value equal to the Tax Withholding Amount, such fair market
value to be determined in such reasonable manner as may be provided from time to
time by the Committee or as may be required in order to comply with or conform
to the requirements of any applicable or relevant laws or regulations, or (c)
request that the Company withhold from the shares of Common Stock to be issued
to the Grantee the number of shares which have a fair market value equal to the
Tax Withholding Amount, based on the fair market value of the shares of Common
Stock determined as set forth in clause (b), (d) make payment in such other form
as the Committee may determine in its sole discretion, or (e) tender a
combination of the forms of payment provided for above in clauses (a) through
(d) of this Paragraph 6; provided, however, that any payment in the form of
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shares of Common Stock owned by the Grantee or to be issued to the Grantee shall
be made during the period beginning on the third business day following the date
of release of the Company's quarterly or annual summary statements of sales and
earnings and shall be made in accordance with the Company's policy regarding
transactions involving the Company's securities. If the amount requested for
the purpose of satisfying the withholding obligation is not paid, the Company
may refuse to furnish shares of Common Stock upon exercise of the option.
7. Financial Assistance. In accordance with the provisions of the
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Plan, if Grantee meets all eligibility requirements on the date of the option
exercise, as defined by the Committee, upon ▇▇▇▇▇▇▇'s request the Company may
assist Grantee in obtaining financing from the Company or from a bank or other
third party, in such amount as may be necessary to permit the exercise of the
option and/or the payment of any taxes required to be withheld by the Company in
respect thereof.
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8. Amendment or Substitution of Awards. The terms of this Agreement
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may be amended from time to time by the Committee in its sole discretion in any
manner that it deems appropriate (including, but not limited to, acceleration of
the vesting provisions of the option in Paragraph 2); provided, however, that no
such amendment shall adversely affect in a material manner any right of Grantee
under this Agreement without Grantee's written consent, unless the Committee
determines in its sole discretion that there have occurred or are about to occur
significant changes in Grantee's position, duties or responsibilities, or
significant changes in economic, legislative, regulatory, tax, accounting or
cost/benefit conditions which are determined by the Committee in its sole
discretion to have or to be expected to have a substantial effect on the
performance of the Company, or any subsidiary, affiliates, division, or
department thereof, on the Plan or on this grant under the Plan. The Committee
may, in its sole discretion, permit Grantee to surrender this grant in order to
exercise or realize the rights under other awards under the Plan, or in exchange
for the grant of new awards under the Plan, or require Grantee to surrender this
grant as a condition precedent to the grant of new awards under the Plan.
9. Confidential Information. Grantee acknowledges that in the
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course of his employment, he will necessarily have access to become familiar
with and, as an indispensable part of his employment, use trade secrets,
customer lists and detailed customer-related information (some or all of which
may constitute trade secrets), business plans, financial and other proprietary
and confidential information (collectively "Confidential Information")
concerning the Company and its Subsidiaries and that such knowledge and
familiarity was and will continue to be of special, unique, and extraordinary
value to the Company and its Subsidiaries. Grantee agrees that he will not
reveal or disclose to any unauthorized person, or take and use for his own
account any Confidential Information concerning the Company and its Subsidiaries
unless and to the extent that (i) the information was or becomes available to
Grantee on a nonconfidential basis from a source which is not bound by a
confidentiality obligation to the Company or a Subsidiary or (ii) Grantee is
required by a court of competent jurisdiction or otherwise compelled by law to
disclose such Confidential Information. In the event that Grantee is so
required or compelled to make such disclosure, such party shall cooperate with
the Company to preserve in full the confidentiality of all Confidential
Information whose disclosure is not required or compelled. Upon termination of
employment, Grantee shall promptly return to the Company all materials and all
copies of materials involving any Confidential Information in ▇▇▇▇▇▇▇'s
possession or control. ▇▇▇▇▇▇▇ agrees to represent to the Company in writing
that he has complied with the provisions of this paragraph 9(b) upon termination
of employment.
10. Administration. Any action taken or decision made by the
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Company, the Board, or the Committee or its delegates arising out of or in
connection with the construction, administration, interpretation or effect of
the Plan or this Agreement shall lie within its sole and
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absolute discretion, as the case may be, and shall be final, conclusive and
binding on Grantee and all persons claiming under or through Grantee. By
accepting this grant or other benefit under the Plan, Grantee and each person
claiming under or through Grantee shall be conclusively deemed to have indicated
acceptance and ratification of, and consent to, any action taken under the Plan
by the Company, the Board or the Committee or its delegates.
11. No Rights as Stockholder. Unless and until a certificate or
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certificates representing such shares of Common Stock shall have been issued to
Grantee (or any person acting under Paragraph 4 above), Grantee shall not be or
have any of the rights or privileges of a stockholder of the Company with
respect to shares of Common Stock acquirable upon exercise of the option. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued to
Grantee.
12. Investment Representation. Grantee hereby acknowledges that the
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shares of Common Stock which Grantee may acquire by exercising the option shall
be acquired for investment without a view to distribution, within the meaning of
the Act, and shall not be sold, transferred, assigned, pledged or hypothecated
in the absence of an effective registration statement for the shares under the
Act and applicable state securities laws or an applicable exemption from the
registration requirements of the Act and any applicable state securities laws.
▇▇▇▇▇▇▇ also agrees that the shares of Common Stock which Grantee may acquire by
exercising the option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state.
13. Listing and Registration of Common Stock. The Company, in its
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discretion, may postpone the issuance and/or delivery of shares of Common Stock
upon any exercise of the option until completion of such stock exchange listing,
or registration, or other qualification of such shares under any state and/or
federal law, rule or regulation as the Company may consider appropriate.
14. Rights of Participants. Neither this Agreement nor the Plan
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creates any employment rights in Grantee and the Company shall have no liability
for terminating Grantee's employment. Grantee shall have no rights under the
Plan other than as an unsecured general creditor of the Company except that
insofar as Grantee may have become entitled to payment of additional
compensation by performance of services, Grantee shall have the same rights as
other employees under general law.
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15. Notices. Any notice hereunder to the Company shall be addressed
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to: Cable Design Technologies Corporation, ▇▇▇▇▇▇ Plaza ▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, and any notice hereunder
to Grantee shall be addressed to Grantee at Grantee's last address on the
records of the Company, subject to the right of either party to designate at any
time hereafter in writing some other address. Any notice shall be deemed to
have been duly given when delivered personally or enclosed in a properly sealed
envelope, addressed as set forth above, and deposited (with first class postage
prepaid) in the United States mail.
16. Counterparts. This Agreement may be executed in one or several
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counterparts, each of which shall constitute one and the same instrument.
17. Binding Effect. This Agreement shall be binding upon and inure
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to the benefit of any successors to the Company and all persons lawfully
claiming under Grantee.
18. Severability. Whenever possible, each provision of this
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Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The parties
agree that a court of competent jurisdiction making a determination of the
invalidity or unenforceability of any term or provision of Paragraph 9 of this
Agreement shall have the power to reduce the scope, duration or area of any such
term or provision, to delete specific words or phrases or to replace any invalid
or unenforceable term or provision of Paragraph 9 with a term or provision that
is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified.
19. Remedies. The parties hereto agree and acknowledge that
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Grantee's breach of Paragraph 9 of this Agreement shall materially and
irreparably harm the Company and its Subsidiaries, that money damages shall
accordingly not be an adequate remedy for any breach of the provisions of
Paragraph 9 of this Agreement by Grantee and that the Company in its sole
discretion and in addition to any other remedies it may have at law or in equity
may apply to any court of law or equity of competent jurisdiction (without
posting any bond or deposit) for specific performance and/or other injunctive
relief in order to enforce or prevent any violations of the provisions of this
Agreement.
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20. Delivery by Facsimile. This Agreement, and any amendments hereto
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or thereto, to the extent signed and delivered by means of a facsimile machine,
shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement, each other party hereto or thereto
shall re-execute original forms thereof and deliver them to all other parties.
No party hereto or to any such agreement shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement was
transmitted or communicated through the use of a facsimile machine as a defense
to the formation of a contract and each such party forever waives any such
defense.
21. Governing Law. The validity, construction, interpretation,
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administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan and to this Agreement, shall be governed by the
substantive laws, but not the choice of law rules, of the State of Delaware.
* * * * * *
The Grantee has reviewed the foregoing and acknowledges that the
option grant to which this Schedule I is attached is subject hereto. The
Grantee agrees to be bound by the terms of this Schedule I.
Dated: ____________________
______________________________________
Employee's Signature
______________________________________
Name of Employee (Print)
______________________________________
Social Security Number
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EXHIBIT A
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Form of Letter to be Used on
Exercise of Stock Options
_______________ Date
Cable Design Technologies Corporation
▇▇▇▇▇▇ Plaza ▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Dear Sir:
I wish to exercise the stock option granted on___________, ____ and
evidenced by my 1999 Long-Term Performance Incentive Plan Stock Option Agreement
dated __________, ____ to the extent of _________ shares of the Common Stock of
Cable Design Technologies Corporation, at the option price of $ __________ per
share. My check in the amount of $ _________ in payment of the entire purchase
price for these shares accompanies this letter.
Please issue a certificate for these shares in the following name:
_______________________________
Name
_______________________________
Street Address
_______________________________
City/State/Zip
Very truly yours,
_________________________________
Signature
_________________________________
Typed or Printed Name
_________________________________
Social Security Number