▇▇▇▇ COMPANY
2000 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS AGREEMENT, dated as of this _____ day of ________________, ____,
by and between ▇▇▇▇ Company, a Wisconsin corporation (the "Company"), and
_________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the ▇▇▇▇ Company 2000 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, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not employees of
the Company or any affiliate of the Company (a "Non-Employee Director"); and
WHEREAS, the Optionee is now a Non-Employee Director, and the Company
desires him to continue as a member of the Company's Board of Directors and to
secure or increase his stock ownership in the Company as an added incentive for
him to continue his association with 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 hereby grants to the Optionee an option (the
"Option") to purchase from the Company all or any part of the aggregate amount
of 2,000 shares of Common Stock (the "Optioned Shares"). The Option is intended
to constitute a non-qualified 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, or any successor provision thereto.
2. Option Price. The per share exercise price to be paid for the
Optioned Shares shall be $_____.
3. Exercisability and Termination of Option. The Option may be
exercised by the Optionee only in accordance with the following schedule:
Cumulative Percentage of Shares Subject
to Option Which May be Purchased
Elapsed Period of Time (which number of shares shall be rounded
After Date Option is Granted down to the nearest whole number)
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Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
Notwithstanding the foregoing schedule, if the Optionee ceases to be a director
of the Company by reason of death, disability or retirement prior to
______________, ____, or in the event of a Change of Control of the Company (as
defined in the Plan) prior to ______________, ____, the Option shall become
immediately exercisable in full. The Option shall terminate on the earlier of:
(i) _______________, ____; or (ii) twelve months after the Optionee ceases to be
a director of the Company for any reason, including as a result of the
Optionee's death, disability or retirement.
4. Manner of Exercise and Payment. Subject to the provisions of
Paragraph 3 hereof and the Plan, the Option may be exercised in full at any time
or in part from time to time by delivery to the Secretary of the Company at the
Company's principal office in West Bend, Wisconsin, of a written notice of
exercise specifying the number of shares with respect to which the Option is
being exercised. The notice of exercise must be accompanied by payment in full
of the exercise price of the shares being purchased: (i) in cash or its
equivalent; (ii) by tendering previously acquired shares of Common Stock (valued
at their "market value" as of the date of exercise, as determined in the manner
provided in Section 6(b)(iv) of the Plan); or (iii) by any combination of the
means of payment set forth in subparagraphs (i) and (ii). For purposes of
subparagraphs (ii) and (iii) above, the term "previously acquired shares of
Common Stock" shall only include shares of Common Stock owned by the Optionee at
least six months prior to the exercise of the Option for which payment is being
made and shall not in any event 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
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 6 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
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representative.
6. 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 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
Compensation and Benefits Committee of the Board of Directors of the Company or
such other committee of the Board which shall have been designated to administer
the Plan (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 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.
7. 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.
8. Transfer Restrictions. The shares to be acquired upon exercise of
the Option may not be sold or otherwise disposed of 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 registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares are
fully paid. The Option shall not confer upon the Optionee the right to continue
as a director of the Company.
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10. Interpretation by Committee. As a condition of the granting of the
Option, the Optionee agrees, for himself and his personal representatives, that
this Agreement shall be interpreted by the Committee and that, subject to the
express terms of the Plan, 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.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Optionee has hereunto affixed
his hand as to the day and year first above written.
▇▇▇▇ COMPANY
By:
---------------------------------------
Attest:
-----------------------------------
, Optionee
--------------------------------
Beneficiary:
------------------------------
Address of Beneficiary:
-------------------
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Beneficiary's Tax Identification/
Social Security No.:
----------------------
scb/options/diragre2
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