GRANT AGREEMENT
NONQUALIFIED STOCK OPTION
▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation (the "Corporation"), for and in consideration of
the provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option
(the "Optionee") this option to purchase from the Corporation the number of
shares of Common Stock of the Corporation at the price per share set forth in
the Notice of Grant of Stock Option, which option is not intended to qualify
as an incentive stock option ("ISO") as that term is defined in Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code")
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following
schedule and after the expiration of the following periods of time:
Portion of Period from which
Installment Option Grant Option Granted
----------- ------------ -----------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
If the Optionee does not purchase the full number of shares which he
has at any time become entitled to purchase, he may purchase all or any
part of those shares at any subsequent time during the term of this
Option.
(2) The Option herein granted to the extent that is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the
Corporation at its principal office no later than the Expiration Date
(as defined in Paragraph 3). Such notice shall include a statement of
the number of shares with respect to which this Option is being
exercised and the exercise date, and shall be accompanied by full
tender of the purchase price payable which may be made in whole or in
part either in cash or by the exchange of such number of whole shares
of ▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation Common Stock owned by the Optionee whose
fair market value as of the close of the business day immediately
preceding the specified Exercise Date does not exceed the purchase
price payable; PROVIDED, HOWEVER, that the following holding periods
shall have been satisfied with respect to shares to be exchanged: (i)
if the shares to be exchanged were acquired by exercise of an ISO, such
ISO shall have been granted at least two years prior thereto; and (ii)
if the shares to be exchanged were acquired by exercise of an option,
such Common Stock shall have been owned by the Optionee for at least
one year prior to such payment, and FURTHER PROVIDED that the Committee
shall have the right, upon prior notice to the holders of options, to
modify, suspend or cancel the right to pay the purchase price in whole
or in part by exchange of shares at any time in the event the Committee
determines that there has been a change in tax or accounting
consequences to the Corporation or to any Optionee. Nothing in this
agreement shall confer upon the Optionee any rights as a stockholder
prior to the time of the delivery to the Optionee of a stock
certificate for the shares purchased under this agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10)
years from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or
is terminated as an employee of the Corporation, this Option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond
the Expiration Date:
(a) If the Optionee's employment terminates or is terminated for
any reason other than (i) retirement, (ii) the Optionee
becoming totally and permanently disabled, or (iii) death,
this Option may be exercised within thirty (30) days of the
date of such termination to the extent exercisable in
accordance with the provisions of Paragraph 1.
(b) If the Optionee retires at his normal or later retirement date
or, with the consent of the Corporation, takes early
retirement, this Option may be exercised in full,
notwithstanding the provisions of Paragraph 1, at any time
within six (6) years of the date of retirement;
(c) If the Optionee becomes totally and permanently disabled, this
Option may be exercised in full, notwithstanding the provisions
of Paragraph 1, at any time within six (6) years of the date
the Optionee's service as an employee is terminated within the
meaning of the Code by reason of being totally and permanently
disabled;
(d) If the Optionee dies while he is employed or within three (3)
years of his retirement in accordance with subparagraph (b)
above, this Option may be exercised in full, notwithstanding
the provisions of Paragraph 1, at any time within three (3)
years of the Optionee's date of death by the legal
representative of the Optionee or any person who acquires this
Option by bequest or inheritance; and
(e) For purpose of this Paragraph 4, a sick leave or other bona
fide leave of absence granted in accordance with the
Corporation's usual procedure which does not operate to
interrupt continuous employment for other benefits granted by
the Corporation shall not be considered a termination of
employment or an interruption of continuous employment
hereunder and an employee who is granted such a leave of
absence shall be considered to be continuously employed during
such period of leave; provided, that if the Code or the
regulations promulgated thereunder establish a more restrictive
rule defining termination of employment applicable to the
option granted herein, such rule shall be substituted herefor.
(5) The Optionee agrees, by the acceptance of this Option, for himself and
his executors and administrators, that if a registration statement
under the Securities Act of 1933 is not in effect at the time of the
exercise of any portion of this Option, with respect to the sale by the
Corporation and the resale by the Optionee of the shares issuable upon
such exercise, it shall be a condition precedent to the right to
purchase such shares that the notice of exercise shall be accompanied
by a written representation that the Optionee or his executor or
administrator is acquiring such shares for his own or such executor's
or administrator's
account for investment and not with a view to the distribution thereof.
(6) The Corporation shall not he required to issue or deliver any
certificate or certificates for shares of stock purchased upon the
exercise of this Option until the admission of such shares to listing
on any stock exchange on which the Corporation's stock may then be
listed and until the Corporation takes such steps as may be required by
law and applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange as above
mentioned, or until, in the opinion of counsel for the Corporation, any
such listing or registration or other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury
stock, and the number of shares with respect to which this Option may
be exercised, and the price payable with respect thereto, shall be
properly adjusted if the Corporation shall at any time declare a stock
split, issue any stock dividend, or make a reclassification of such
stock, so that the Optionee or his executors, administrators, legatees
or distributees entitled hereunder shall not be in any way in a better
or worse position as to the number of shares acquired and the aggregate
amount paid therefore, solely from having exercised this option with
respect to any of said shares after, rather than before, such stock
split, stock dividend, or reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time,
with or without good cause.
(9) This Option shall be binding upon the Corporation and its successors
and assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of its
Common Stock to Optionee pursuant hereto, the Corporation shall have
the right to require the Optionee to remit to the Corporation an amount
sufficient to satisfy all federal, state and local withholding tax
requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the amendment
of this Grant Agreement, the Notice of Grant of Stock Option and the
form of exercise of option provided by the Corporation in any manner
requested by the Corporation pursuant to advice from the Securities and
Exchange Commission at any time during the term of this Option, and to
execute any and all instruments relative thereto when so requested by
the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to
include the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will
or by the laws of descent and distribution and during the lifetime of
the Optionee it is exercisable only by the Optionee.
GRANT AGREEMENT
INCENTIVE STOCK OPTION
▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation (the "Corporation"), for and in consideration of
the provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option
(the "Optionee") this option to purchase from the Corporation the number of
shares of Common Stock of the Corporation at the price per share set forth in
the Notice of Grant of Stock Option, which option, except as provided in
Paragraph 4, is intended to qualify as an incentive stock option ("ISO") as
that term is defined in Section 422(b) of the Internal Revenue Code of 1986,
as amended (the "Code").
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following
schedule and after the expiration of the following periods of time:
Portion of Period from which
Installment Option Grant Option Granted
----------- ------------ -----------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
If the Optionee does not purchase the full number of shares which he
has at any time become entitled to purchase, he may purchase all or any
part of those shares at any subsequent time during the term of this
Option.
(2) The Option herein granted to the extent that it is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its
principal office no later than the Expiration Date (as defined in
Paragraph 3). Such notice shall include a statement of the number of
shares with respect to which this Option is being exercised and the
exercise date, and shall be accompanied by full tender of the purchase
price payable which may be made in whole or in part either in cash or
by the exchange of such number of whole shares of ▇▇▇▇▇▇ & ▇▇▇▇▇
Corporation Common Stock owned by the Optionee whose fair market value
as of the close of the business day immediately preceding the specified
Exercise Date does not exceed the purchase price payable; PROVIDED,
HOWEVER, that the following holding periods shall have been satisfied
with respect to shares to be exchanged: (i) if the shares to be
exchanged were acquired under an ISO, such ISO shall have been granted
at least two years prior thereto; and (ii) if the shares to be
exchanged were acquired by exercise of an option, such Common Stock
shall have been owned by the Optionee for at least one year prior to
such payment; and FURTHER PROVIDED that the Committee shall have the
right, upon prior notice to the holders of options, to modify, suspend
or cancel the right to pay the purchase price in whole
or in part by exchange of shares at any time in the event the Committee
determines that there has been a change in tax or accounting
consequences to the Corporation or to any Optionee. Nothing in this
agreement shall confer upon the Optionee any rights as a stockholder
prior to the time of the delivery to the Optionee of a stock
certificate for the shares purchased under this agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10)
years from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or
is terminated as an employee of the Corporation, this Option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond
the Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming
totally and permanently disabled, (iii) death, or (iv) under the
circumstances described in Paragraph 4(b), this Option may be
exercised within thirty (30) days of the date of such termination
to the extent exercisable in accordance with the provisions of
Paragraph 1;
(b) In the event that (i) the Optionee has an employment agreement with
the Corporation which provides for his continued employment
following a change in control ("Employment Agreement") and (ii) a
"Change in Control," as defined in Section 2 of such Employment
Agreement, occurs, this Option shall become fully exercisable upon
the "Effective Date," as defined in Section 1(a) of such Employment
Agreement, notwithstanding any provision in Paragraph 1 to the
contrary, provided, however, that to the extent (if any) that the
limitation set forth in Code Section 422(d) is exceeded, the Option
shall be treated as a Nonqualified Stock Option; in addition, if
such Optionee's employment with the Corporation is thereafter
terminated under the circumstances described in Section 7(d) of
such Employment Agreement, this Option shall remain exercisable at
any time prior to the Expiration Date, provided, however, that if
such exercise occurs more than three (3) months after the date of
such Optionee's termination of employment, the Option shall be
treated as a Nonqualified Stock Option;
(c) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date of
retirement; provided, however, that if such exercise occurs more
than three (3) months after the date of such retirement, the Option
shall be treated as a Nonqualified Stock Option;
(d) If the Optionee becomes totally and permanently disabled, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six
(6) years of the date the Optionee's service as an employee is
terminated within the meaning of the Code by reason of being
totally and permanently disabled; provided, however, that if such
Exercise occurs more than one (1) year after the date the
Optionee's employment is terminated due to such disability, this
Option shall be treated as a Nonqualified Stock Option;
(e) If the Optionee dies while he is employed or within three (3) years
of his retirement in accordance with subparagraph (c) above, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within three (3) years of the Optionee's
date of death by the legal representative of the Optionee or any
person who acquires this Option by bequest or inheritance;
provided, however, if the Optionee's date of death is more than
three (3) months from the date of such retirement, this Option
shall be treated as a Nonqualified Stock Option, and
(f) For purpose of this Paragraph 4, a sick leave or other bona fide
leave of absence granted in accordance with the Corporation's usual
procedure which does not operate to interrupt continuous employment
for other benefits granted by the Corporation shall not be
considered a termination of employment or interruption of
continuous employment hereunder and an employee who is granted such
a leave of absence shall be considered to be continuously employed
during such period of leave; provided, that if the Code or the
regulations promulgated thereunder establish a more restrictive
rule defining termination of employment applicable to the option
granted herein, such rule shall be substituted herefor.
(5) The Optionee agrees, by the acceptance of this Option, for himself and
his executors and administrators, that if a registration statement
under the Securities Act of 1933 is not in effect at the time of the
exercise of any portion of this Option, with respect to the sale by the
Corporation and the resale by the Optionee of the shares issuable upon
such exercise, it shall be a condition precedent to the right to
purchase such shares that the notice of exercise shall be accompanied
by a written representation that the Optionee or his executor or
administrator is acquiring such shares for his own or such executor's
or administrator's account for investment and not with a view to the
distribution thereof.
(6) The Corporation shall be not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the
exercise of this Option until the admission of such shares to listing
on any stock exchange on which the Corporation's stock may then be
listed and until the Corporation takes such steps as may be required by
law and applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange as above
mentioned, or until, in the opinion of counsel for the Corporation, any
such listing or registration or other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury
stock. and the number of shares with respect to which this Option may
be exercised, and the price payable with respect thereto, shall be
properly adjusted if the Corporation shall at any time declare a stock
split, issue any stock dividend, or make a reclassification of such
stock, so that the Optionee or his executors, administrators, legatees
or distributees entitled hereunder shall not be in any
way in a better or worse position as to the number of shares acquired
and the aggregate amount paid therefore, solely from having
exercised this option with respect to any of said shares after,
rather than before, such stock split, stock dividend, or
reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time,
with or without good cause.
(9) This Option shall be binding upon the Corporation and its successors
and assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of its
Common Stock to Optionee pursuant hereto, the Corporation shall have
the right to require the Optionee to remit to the Corporation an amount
sufficient to satisfy all federal, state and local withholding tax
requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the amendment
of this Grant Agreement, the Notice of Grant of Stock Option and the
form of exercise of option provided by the Corporation, in any manner
requested by the Corporation pursuant to advice from the Securities and
Exchange Commission at any time during the term of this Option, and to
execute any and all instruments relative thereto when so requested by
the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to
include the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will
or by the laws of descent and distribution and during the lifetime of
the Optionee it is exercisable only by the Optionee.
GRANT AGREEMENT
NONQUALIFIED STOCK OPTION
▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation (the "Corporation"), for and in consideration of
the provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option
(the "Optionee") this option to purchase from the Corporation the number of
shares of Common Stock of the Corporation at the price per share set forth in
the Notice of Grant of Stock Option, which option is not intended to qualify
as an incentive stock option ("ISO") as that term is defined in Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following
schedule and after the expiration of the following periods of time:
Portion of Period from which
Installment Option Granted Option Granted
----------- -------------- -----------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
If the Optionee does not purchase the full number of shares which he
has at any time become entitled to purchase, he may purchase all of any
part of those shares at any subsequent time during the term of this
Option.
(2) The Option herein granted to the extent that it is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its
principal office no later than the Expiration Date (as defined in
Paragraph 3). Such notice shall include a statement of the number of
shares with respect to which this Option is being exercised and the
exercise date, and shall be accompanied by full tender of the purchase
price payable which may be made in whole or in part either in cash or
by the exchange of such number of whole shares of ▇▇▇▇▇▇ & ▇▇▇▇▇
Corporation Common Stock owned by the Optionee whose fair market value
as of the close of the business day immediately preceding the specified
Exercise Date does not exceed the purchase price payable; PROVIDED,
HOWEVER, that the following holding periods shall have been satisfied
with respect to shares to be exchanged: (i) if the shares to be
exchanged were acquired by exercise of an ISO, such ISO shall have been
granted at least two years prior thereto; and (ii) if the shares to be
exchanged were acquired by exercise of an option, such Common Stock
shall have been owned by the Optionee for at least one year prior to
such payment; and FURTHER PROVIDED that the Committee shall have the
right, upon prior notice to the holders of options, to modify, suspend
or cancel the right to pay the purchase price in whole or in part by
exchange of shares at any time in the event the Committee determines
that there has been a
change in tax or accounting consequences to the Corporation or to
Optionee Nothing in this agreement shall confer upon the Optionee any
rights as a stockholder prior to the time of the delivery to the
Optionee of a stock certificate for the shares purchased under this
agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10)
years from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or
is terminated as an employee of the Corporation, this option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond
the Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming
totally and permanently disabled, (iii) death, or (iv) under the
circumstances described in Paragraph 4(b), this Option may be
exercised within thirty (30) days of the date of such termination
to the extent exercisable in accordance with the provisions of
Paragraph 1;
(b) In the event that (i) the Optionee has an employment agreement with
the Corporation which provides for his continued employment
following a change in control ("Employment Agreement") and (ii) a
"Change in Control," as defined in Section 2 of such Employment
Agreement, occurs, this Option shall become fully exercisable upon
the "Effective Date," as defined in Section 1(a) of such Employment
Agreement, notwithstanding any provision in Paragraph 1 to the
contrary; in addition, if such Optionee's employment with the
Corporation is thereafter terminated under the circumstances
described in Section 7(d) of such Employment Agreement, this Option
shall remain exercisable at any time prior to the Expiration Date;
(c) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date of
retirement;
(d) If the Optionee becomes totally and permanently disabled, this
Option may he exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date the
Optionee's service as an employee is terminated within the meaning
of the Code by reason of being totally and permanently disabled;
(e) If the Optionee dies while he is employed or within three (3) years
of his retirement in accordance with subparagraph (c) above, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within three (3) years of the Optionee's
date of death by the legal representative of the Optionee or any
person who acquires this Option by bequest or inheritance; and
(f) For purpose of this Paragraph 4, a sick leave or other bona fide
leave of absence granted in accordance with the Corporation's usual
procedure which does not operate to interrupt continuous employment
for other benefits granted by the Corporation shall not be
considered a termination of employment or interruption of
continuous employment hereunder and an employee who is granted such
a leave of absence shall be considered to be continuously employed
during such period of leave; provided, that if the Code or the
regulations promulgated thereunder establish a more restrictive
rule defining termination of employment applicable to the option
granted herein, such rule shall be substituted here for.
(5) The Optionee agrees, by the acceptance of this Option, for himself and
his executors and administrators, that if a registration statement
under the Securities Act of 1933 is not in effect at the time of the
exercise of any portion of this Option, with respect to the sale by the
Corporation and the resale by the Optionee of the shares issuable upon
such exercise, it shall be a condition precedent to the right to
purchase such shares that the notice of exercise shall be accompanied
by a written representation that the Optionee or his executor or
administrator is acquiring such shares for his own or such executor's
or administrator's account for investment and not with a view to the
distribution thereof.
(6) The Corporation shall be not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the
exercise of this Option until the admission of such shares to listing
on any stock exchange on which the Corporation's stock may then be
listed and until the Corporation takes such steps as may be required by
law and applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange as above
mentioned, or until, in the opinion of counsel for the Corporation, any
such listing or registration or other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury
stock, and the number of shares with respect to which this Option may
be exercised, and the price payable with respect thereto, shall be
properly adjusted if the Corporation shall at any time declare a stock
split, issue any stock dividend, or make a reclassification of such
stock, so that the Optionee or his executors, administrators, legatees
or distributees entitled hereunder shall not be in any way in a better
or worse position as to the number of shares acquired and the aggregate
amount paid therefore, solely from having exercised this option with
respect to any of said shares after, rather than before, such stock
split, stock dividend, or reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time,
with or without good cause.
(9) This Option shall be binding upon the Corporation and its successors
and assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of
its Common Stock to Optionee pursuant hereto, the Corporation shall
have the right to require the Optionee to remit to the Corporation an
amount sufficient to satisfy all federal, state and local withholding
tax requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the
amendment of this Grant Agreement, the Notice of Grant of Stock Option
and the form of exercise of option provided by the Corporation, in any
manner requested by the Corporation pursuant to advice from the
Securities and Exchange Commission at any time during the term of this
Option, and to execute any and all instruments relative thereto when so
requested by the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to
include the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will
or by the laws of descent and distribution and during the lifetime of
the Optionee it is exercisable only by the Optionee.
GRANT AGREEMENT
INCENTIVE STOCK OPTION
▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation (the "Corporation"), for and in consideration of
the provisions and conditions as stated herein and in the Corporation's 1993
Management Stock Ownership Plan (the "Plan") and other good and valuable
consideration, does hereby grant to the employee (one of the key employees of
the Corporation) identified in the attached Notice of Grant of Stock Option
(the "Optionee") this option to purchase from the Corporation the number of
shares of Common Stock of the Corporation at the price per share set forth in
the Notice of Grant of Stock Option, which option, except as provided in
Paragraph 4, is intended to qualify as an incentive stock option ("ISO") as
that term is defined in Section 422(b) of the Internal Revenue Code of 1986,
as amended (the "Code").
The option granted pursuant to this Grant Agreement (the "Option") shall be
subject to the following conditions:
(1) Subject to the provisions of Paragraph 4, the Option shall become
exercisable in three installments in accordance with the following
schedule and after the expiration of the following periods of time:
Portion of Period from which
Installment Option Grant Option Granted
----------- ------------ -----------------
First One-third 12 months
Second One-third 24 months
Third One-third 36 months
If the Optionee does not purchase the full number of shares which he
has at any time become entitled to purchase, he may purchase all or any
part of those shares at any subsequent time during the term of this
Option.
(2) The Option herein granted to the extent that it is exercisable may be
exercised by giving written notice to the Corporate Human Resources
Department or other designated person of the Corporation at its
principal office no later than the Expiration Date (as defined in
Paragraph 3). Such notice shall include a statement of the number of
shares with respect to which this Option is being exercised and the
exercise date, and shall be accompanied by full tender of the purchase
price payable which may be made in whole or in part either in cash or
by the exchange of such number of whole shares of ▇▇▇▇▇▇ & ▇▇▇▇▇
Corporation Common Stock owned by the Optionee whose fair market value
as of the close of the business day immediately preceding the specified
Exercise Date does not exceed the purchase price payable; PROVIDED,
HOWEVER, that the following holding perioda shall have been satisfied
with respect to shares to be exchanged: (i) if the shares to be
exchanged were acquired under an ISO, such ISO shall have been granted
at least two years prior thereto; and (ii) if the shares to be
exchanged were acquired by exercise of an option, such Common Stock
shall have been owned by the Optionee for at least one year prior to
such payment, and FURTHER PROVIDED that the Committee shall have the
right, upon prior notice to the holders of options, to modify, suspend
or cancel the right to pay the purchase price
in whole or in part by exchange of shares at any time in the event the
Committee determines that there has been a change in tax or accounting
consequences to the Corporation or to any Optionee. Nothing in this
agreement shall confer upon the Optionee any rights as a stockholder
prior to the time of the delivery to the Optionee of a stock
certificate for the shares purchased under this agreement.
(3) Unless this Option expires earlier in accordance with any provision of
Paragraph 4, this Option shall expire on the date which is ten (10)
years from the Date of Grant (the "Expiration Date").
(4) If, prior to the Expiration Date, the Optionee (i) becomes totally and
permanently disabled as determined by the Corporation in its sole
discretion, (ii) retires, (iii) dies, or (iv) otherwise terminates or
is terminated as an employee of the Corporation, this Option shall be
exercisable under the circumstances and for the time periods set forth
below, but only to the extent such time periods do not extend beyond
the Expiration Date:
(a) If the Optionee's employment terminates or is terminated for any
reason other than (i) retirement, (ii) the Optionee becoming
totally and permanently disabled, (iii) death, or (iv) under the
circumstances described in Paragraph 4(b), this Option may be
exercised within thirty (30) days of the date of such termination
to the extent exercisable in accordance with the provisions of
Paragraph 1;
(b) If the Optionee retires at his normal or later retirement date or,
with the consent of the Corporation, takes early retirement, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date of
retirement; provided, however, that if such exercise occurs more
than three (3) months after the date of such retirement, the
Option shall be treated as a Nonqualified Stock Option;
(c) If the Optionee becomes totally and permanently disabled, this
Option may be exercised in full, notwithstanding the provisions of
Paragraph 1, at any time within six (6) years of the date the
Optionee's service as an employee is terminated within the meaning
of the Code by reason of being totally and permanently disabled;
provided, however, that if such Exercise occurs more than one (1)
year after the date the Optionee's employment is terminated due to
such disability, this Option shall be treated as a Nonqualified
Stock Option;
(d) If the Optionee dies while he is employed or within three (3)
years of his retirement in accordance with subparagraph (c) above,
this Option may be exercised in full, notwithstanding the
provisions of Paragraph 1, at any time within three (3) years of
the Optionee's date of death by the legal representative of the
Optionee or any person who acquires this Option by bequest or
inheritance; provided, however, if the Optionee's date of death is
more than three (3) months from the date of such retirement, this
Option shall be treated as a Nonqualified Stock Option, and
(e) For purpose of this Paragraph 4, a sick leave or other bona fide
leave of absence
granted in accordance with the Corporation's usual procedure which
does not operate to interrupt continuous employment for other
benefits granted by the Corporation shall not be considered a
termination of employment or interruption of continuous employment
hereunder and an employee who is granted such a leave of absence
shall be considered to be continuously employed during such period
of leave; provided, that if the Code or the regulations
promulgated thereunder establish a more restrictive rule defining
termination of employment applicable to the option granted herein,
such rule shall be substituted here for.
(5) The Optionee agrees, by the acceptance of this Option, for himself and
his executors and administrators, that if a registration statement
under the Securities Act of 1933 is not in effect at the time of the
exercise of any portion of this Option, with respect to the sale by the
Corporation and the resale by the Optionee of the shares issuable upon
such exercise, it shall be a condition precedent to the right to
purchase such shares that the notice of exercise shall be accompanied
by a written representation that the Optionee or his executor or
administrator is acquiring such shares for his own or such executor's
or administrator's account for investment and not with a view to the
distribution thereof.
(6) The Corporation shall be not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the
exercise of this Option until the admission of such shares to listing
on any stock exchange on which the Corporation's stock may then be
listed and until the Corporation takes such steps as may be required by
law and applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange as above
mentioned, or until, in the opinion of counsel for the Corporation, any
such listing or registration or other steps are not required.
(7) The shares issued may be authorized but unissued stock, or treasury
stock. and the number of shares with respect to which this Option may
be exercised, and the price payable with respect thereto, shall be
properly adjusted if the Corporation shall at any time declare a stock
split, issue any stock dividend, or make a reclassification of such
stock, so that the Optionee or his executors, administrators, legatees
or distributees entitled hereunder shall not be in any way in a better
or worse position as to the number of shares acquired and the aggregate
amount paid therefore, solely from having exercised this option with
respect to any of said shares after, rather than before, such stock
split, stock dividend, or reclassification.
(8) The granting of this Option shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the
Corporation or any of its subsidiaries to employ the Optionee for any
specified period. The Company continues to retain the absolute right to
terminate the employment relationship with the Optionee at any time,
with or without good cause.
(9) This Option shall be binding upon the Corporation and its successors
and assigns, and upon the Optionee and his administrators and executors.
(10) Whenever the Corporation is required to issue or transfer shares of
its Common Stock to Optionee pursuant hereto, the Corporation shall
have the right to require the Optionee to remit to the Corporation an
amount sufficient to satisfy all federal, state and local withholding
tax requirements, if any.
(11) The Optionee agrees, by the acceptance of this Option, to the
amendment of this Grant Agreement, the Notice of Grant of Stock Option
and the form of exercise of option provided by the Corporation, in any
manner requested by the Corporation pursuant to advice from the
Securities and Exchange Commission at any time during the term of this
Option, and to execute any and all instruments relative thereto when so
requested by the Corporation.
(12) Throughout this agreement, the masculine gender shall be deemed to
include the feminine.
(13) This Option is not transferable by the Optionee otherwise than by will
or by the laws of descent and distribution and during the lifetime of
the Optionee it is exercisable only by the Optionee.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (hereinafter "Agreement") is made as of the
2nd day of February, 2000, by and between ▇▇▇▇▇▇ & ▇▇▇▇▇ CORPORATION
(hereinafter "Corporation"), a Tennessee corporation, and "Name", an employee
of the Corporation (hereinafter "Participant").
WHEREAS, the Corporation has adopted with the approval of its stockholders
the 1993 Management Stock Ownership Plan, attached as Exhibit A to the 1993
Proxy Statement and as amended from time to time thereafter (hereinafter
"Plan"); and
WHEREAS, the Committee under the Plan has awarded shares of the Corporation's
Common Stock to the Participant;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Corporation and the
Participant, intending to be legally bound, hereby agree as follows:
1. ISSUANCE OF RESTRICTED STOCK. Subject to the terms and conditions hereinafter
set forth, the Corporation has awarded to Participant a value equal to a total
of "Grant" shares of its Common Stock, par value $.10 per share (hereinafter
sometimes "Restricted Stock"). The shares of Restricted Stock actually given
pursuant to this award are evidenced by a certificate or certificates registered
in Participant's name.
The Committee, in its sole discretion, may award the above mentioned grant of
shares of Restricted Stock, in whole or in part, in cash for the purpose of
allowing Participant to satisfy federal, state or local tax obligations.
Participant agrees to cooperate fully with any rules and regulations of the
Committee to permit this award of cash in lieu of stock to occur.
2. TERMS AND CONDITIONS. The terms and conditions of the Plan are incorporated
by reference herein, and to the extent that any conflict may exist between any
term or provision of this Agreement and any term or provision of the Plan, the
term or provision of the Plan shall control.
3. INVESTMENT REPRESENTATION. The Participant agrees that he is acquiring said
shares for his own account and not with a view to distribution thereof and that
the shares of Restricted Stock acquired by the Participant will not be sold
except pursuant to an effective Registration Statement under the Securities Act
of 1933, as amended, or pursuant to an exemption from registration under said
Act.
4. RESTRICTION ON TRANSFER. Except as otherwise provided pursuant to or in
accordance with the terms and provisions of this Agreement or the Plan, the
shares of Restricted Stock shall not be sold, exchanged, assigned, transferred
or permitted to be transferred voluntarily, involuntarily, or by operation of
law, delivered, encumbered, discounted, pledged, hypothecated, or otherwise
disposed of for three (3) years i.e., until February 2, 2003, or such longer
period (and upon such terms and conditions) that the Committee, in its sole
discretion, permits the Participant to defer the Participant's ability to
dispose of the shares of Restricted Stock ("Restricted Period").
During the Restricted Period, certificates evidencing the Restricted Shares
shall bear the following legend: "These shares have been issued pursuant to
the ▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation ("Corporation") 1993 Management Stock
Ownership Plan ("Plan") and are subject to forfeiture to the Corporation in
accordance with the terms of the Plan and an Agreement between the
Corporation and the person in whose name the certificate is registered. These
shares may not be sold, pledged, exchanged, transferred, hypothecated or
otherwise disposed of except in accordance with the terms of said Plan and
said Agreement."
5. DEPOSIT OF RESTRICTED STOCK. In order to induce the Corporation to issue to
the Participant the Restricted Stock, Participant consents to the deposit with
the Secretary of the Corporation or such other person designated by the
Committee, the certificates evidencing the Restricted Stock, together with stock
powers or other instruments of transfer required by the Corporation or its
counsel appropriately endorsed in blank by him. Such deposits shall remain in
effect until the time the Corporation reacquires the Restricted Stock under and
pursuant to the terms and provisions of Section 6 hereof or until said
Restricted Stock shall be released from restrictions under the Plan and the
Agreement. Participant consents to the appointment of the Secretary of the
Corporation, in his official capacity, and his successors in office, or any
other person that may be appointed by the Committee under the Plan as Escrow
Agent for said shares during the Restricted Period. If during the Restricted
Period, Participant's employment with the Corporation is terminated, and the
Restricted Shares forfeited in accordance with Section 6, Participant authorizes
the Escrow Agent to cause such certificate or certificates to be canceled on the
stock record books of the Corporation. Participant agrees that the Escrow Agent
is acting merely as a depository and shall have no liability hereunder except as
a depository to retain the Restricted Shares and to dispose of them in
accordance with the terms of this Agreement and the Plan. If the Escrow Agent is
notified of any adverse claim or demand by any person, he is hereby authorized
to hold such
certificates until the dispute shall have been settled by the parties and notice
submitted to him in writing by all persons so interested, or until the rights of
the parties have been finally adjudicated in a court of competent jurisdiction.
So long as the Restricted Shares are held in escrow, Participant shall be
entitled to all the rights of a stockholder with respect thereto except as may
be limited by the terms of the Plan and this Agreement.
6. FORFEITURE OF RESTRICTED STOCK. Subject at all times to the provisions of
this Agreement, if the employment of the Participant is terminated for any
reason before the shares of Restricted Stock have been released from the
restrictions on transfer as set forth in Section 4 hereof, such Restricted Stock
shall be forfeited to the Corporation unless the Committee shall determine in a
particular case that such forfeiture would not be in the best interest of the
Corporation. For purposes of this Section 6, "termination of employment" shall
mean termination of employment with the Corporation for any reason whatsoever,
whether voluntary or involuntary, including, but not limited to, death,
disability, retirement, insanity, or dismissal with or without just cause.
7. DELIVERY OF STOCK AND DOCUMENTS. In the event any shares of Restricted Stock
are forfeited to the Corporation, pursuant to the Plan or this Agreement, the
Participant shall, to the extent not already deposited with the Escrow Agent,
deliver to the Escrow Agent the following: the certificate or certificates
representing the Restricted Stock duly endorsed for transfer and bearing
whatever documentary stamps, if any, are necessary, and such assignments,
certificates of authority, tax releases, consents to transfer, instruments, and
evidences of title of the Participant and of his compliance with this Agreement
as may be reasonably required by the Corporation or by its counsel.
8. EMPLOYMENT OF PARTICIPANT. Nothing in this Agreement shall be construed as
constituting a commitment, guarantee, agreement, or understanding of any kind or
nature that the Corporation shall continue to employ the Participant, nor shall
this Agreement affect in any way the right of the Corporation to terminate the
employment of the Participant at any time.
9. STOCK DISTRIBUTIONS. Any shares of Common Stock of the Corporation received
by a recipient as a stock dividend, or as a result of stock splits,
recapitalizations, combinations, exchanges of shares, reorganizations, mergers,
consolidations or otherwise which are derived directly or indirectly from shares
of Restricted Stock shall have the same status, be subject to the same
agreements, and shall bear the same legend as the shares of Restricted Stock and
shall be delivered to the Escrow Agent to be held under the same terms and
conditions as the Restricted Stock.
10. NON-ALIENATION. No Restricted Stock shall be subject to alienation, sale,
assignment, pledge, encumbrance or charge and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities or torts of the person entitled to such benefit.
11. RIGHTS OF STOCKHOLDER. Subject to the terms and provisions of the Tennessee
Business Corporation Act and of this Agreement, the Participant shall have all
the rights of a stockholder of the Corporation with respect to the Restricted
Stock, including the right to vote the Restricted Stock and to receive all
dividends or other distributions paid or made with respect thereto.
12. CHANGE OF CONTROL, MERGER OR CONSOLIDATION. In the event the Corporation
undergoes a change of control as defined in Paragraph 6 of the Plan or is not
the surviving company in a merger, consolidation, liquidation, reorganization or
other business combination or transaction, the rights of the Participant shall
be governed by Section 6 of the Plan.
13. BURDEN AND BENEFIT. The terms and provisions of this Agreement shall be
binding upon, and shall inure to the benefit of, the Participant and his
executors or administrators, heirs, and personal and legal representatives.
14. GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with the laws of the State of Tennessee.
15. MODIFICATIONS. No change or modification of this Agreement shall be valid
unless it is in writing and signed by the parties hereto.
16. ENTIRE AGREEMENT. This Agreement, together with the Plan, sets forth all of
the promises, agreements, conditions, understandings, warranties, and
representations between the parties hereto with respect to the shares of
Restricted Stock, and there are no promises, agreements, conditions,
understandings, warranties, or representations, oral or written, express or
implied, between them with respect to the shares of Restricted Stock other than
as set forth herein or therein.
17. GENDERS. The use of any gender herein shall be deemed to include the other
genders and the use of the singular herein shall be deemed to include the plural
and vice versa, wherever appropriate.
18. NOTICES. Any and all notices required herein shall be addressed: (i) if to
the Corporation, to the principal executive office of the Corporation; and (ii)
if to the Participant, to his address as reflected in the stock records of the
Corporation.
19. SPECIFIC PERFORMANCE. The parties hereto agree that the shares of Restricted
Stock are unique, that the Participant's failure to perform the obligations
provided by this Agreement will result in irreparable damage to the Corporation,
and that specific performance of the Participant's obligations may be obtained
by a suit in equity.
20. INVALID OR UNENFORCEABLE PROVISIONS. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the invalid
or unenforceable provisions were omitted.
IN WITNESS WHEREOF, the Corporation and the Participant have executed this
Agreement as of the day and year first above written.
ATTEST: ▇▇▇▇▇▇ & ▇▇▇▇▇ CORPORATION
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Vice President-General President and Chief Executive Officer
Counsel and Secretary
WITNESS: PARTICIPANT:
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"Name"