MEADOW VALLEY CORPORATION
NON-STATUTORY STOCK OPTION AGREEMENT
UNDER THE 1994 STOCK OPTION PLAN
Between:
MEADOW VALLEY CORPORATION (the "Company") and (the "Consultant") dated
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The Company hereby grants to the Consultant an option (the "Option") to
purchase __________ shares of the Company's common stock under the Meadow Valley
Corporation 1994 Stock Option Plan (the "Plan") upon the following terms and
conditions:
1. Purchase Price. The purchase price of the Stock shall be __________ per
share, which is not less than the fair market value of the Stock on the date of
this Agreement.
2. Non-Statutory Option. The Option shall be a Non-Statutory Option, as
defined in the Plan.
3. Period of Exercise. The Option will expire ten years from the date of
this Agreement. The Option may be exercised only while the Consultant is
actively providing consulting services to the Company and as provided in Section
5, dealing with termination of services.
4. The Option may be exercised for up to, but not in excess of, the amounts
of shares subject to the Option specified below, based on the Consultant's
number of years of continuous services with the Company from the date hereof. In
applying the following limitations, the amount of shares, if any, previously
purchased by Consultant shall be counted in determining the amount of shares the
Consultant can purchase at any time in accordance with said limitations. The
Consultant may exercise the Option in the following amounts and in accordance
with the conditions set forth in paragraph 7.3 of the Plan:
(1) After one (1) year of continuous services to the
Company, the Consultant may purchase up to 33.3% of the
shares of Stock subject to the Option;
(2) After two (2) years of continuous services to the
Company, the Consultant may purchase up to 66.6% of the
shares of Stock subject to the Option;
(3) After three years of continuous services to the Company,
the Consultant may purchase all shares of Stock subject to
the Option.
In the event the Consultant's services with the Company are terminated due
to Consultant's disability or death as described in paragraphs 5(a) and 5(1,),
the foregoing vesting schedule shall be accelerated and the Option shall upon
such disability or death become exercisable in whole or in part, but it shall
not be exercisable after the expiration of four (4) years from the date hereof.
This Option may not be exercised for less than fifty shares at any time unless
the number of shares purchased is the total number purchasable at the time under
the Option.
5. Transferability. This Option is not transferable except by will or the
laws of descent and distribution and may be exercised during the lifetime of the
Consultant only by him.
6. Termination of Services. In the event of a termination in the providing
of consulting services by Consultant, including serving as a Non-employee
Director as defined in the Plan, to the Company, the Option may be exercised (to
the extent exercisable at the date of his termination) by the Consultant within
three months after the date of such termination; provided, however, that:
(a) If the Consultant's consulting relationship is
terminated because he is disabled within the meaning of
Internal Revenue Code section 422A, the Consultant shall
have one year rather than three months to exercise the
Option (to the extent exercisable at the date of his
termination).
(b) If the Consultant dies, the Option may be exercised (to
the extent exercisable by the Consultant at the date of his
death) by his legal representative or by a person who
acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the Consultant, but
the Option must be exercised within one year after the date
of the Consultant's death.
(c) If the Consultant's consulting relationship is
terminated for cause, this Option shall terminate
immediately.
(d) In no event (including death of the Consultant) may this
Option be exercised more than ten years from the date
hereof.
7. No Guarantee of Services. This Agreement shall in no way restrict the
right of the Company or any Subsidiary Corporation to terminate Consultant's
consulting relationship at any time.
8. Investment Representation: legend. The Consultant (and any other
purchaser under paragraphs 5(a) or 5(1,) hereof) represents and agrees that all
shares of Stock purchased by him under this Agreement will be purchased for
investment purposes only and not with a view to distribution or resale. The
Company may require that an appropriate legend be inscribed on the face of any
certificate issued under this Agreement, indicating that transfer of the Stock
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is restricted, and may place an appropriate stop transfer order with the
Company's transfer agent with respect to the Stock.
9. Method of Exercise. The Option may be exercised, subject to the terms
and conditions of this Agreement, by written notice to the Company. The notice
shall be in the form attached to this Agreement and will be accompanied by
payment (in such form as the Company may specify) of the full purchase price of
the Stock to be issued, and in the event of an exercise under the terms of
paragraphs 5(a) or 5(1,) hereof, appropriate proof of the right to exercise the
Option. The Company will issue and deliver certificates representing the number
of shares purchased under the Option, registered in the name of the Consultant
(or other purchaser under paragraph 5 hereof) as soon as practicable after
receipt of the notice.
10. Incorporation of Plan. This Agreement is made pursuant to the
provisions of the Plan, which Plan is incorporated by reference herein. Terms
used herein shall have the meaning employed in the Plan, unless the context
clearly requires otherwise. In the event of a conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of the Plan shall
govern.
MEADOW VALLEY CORPORATION
By
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President
ACCEPTED:
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Consultant
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MEADOW VALLEY CORPORATION
NOTICE OF EXERCISE OF STOCK OPTION ISSUED
UNDER THE 1994 STOCK OPTION PLAN
To: Compensation Committee
Meadow Valley Corporation
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
I hereby exercise my Option dated __________ to purchase __________ shares
of $.001 par value common stock of the Company at the option exercise price of
$__________ per share. Enclosed is a certified or cashier's check in the total
amount of $________, or payment in such other form as the Company has specified.
I represent to you that I am acquiring said shares for investment purposes
and not with a view to any distribution thereof. I understand that my stock
certificate may bear an appropriate legend restricting the transfer of my shares
and that a stock transfer order may be placed with the Company's transfer agent
with respect to such shares.
I request that my shares be issued in my name as follows:
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(Print your name in the form in which you
wish to have the shares registered)
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(Social Security Number)
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(Street and Number)
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(City) (State) (Zip Code)
Dated: 19
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Signature:
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