EXHIBIT 20
▇▇▇▇▇▇▇▇'▇ NURSERY, INC.
FORM OF
INDIVIDUAL STOCK OPTION GRANT
TO NON-EMPLOYEE DIRECTORS
This Incentive Stock Option Agreement (the "Agreement") is entered into
between ▇▇▇▇▇▇▇▇'▇ NURSERY, INC., a Texas corporation (the "Company"), and
____________ (the "Optionee") as of the ___ day of __________. In consideration
of the mutual promises and covenants made herein, the parties hereto hereby
agree as follows:
1. Grant of Option. The Company grants (the "Grant") to the
Optionee an option to purchase __________ shares of the Company's common stock,
par value $.01 per share, at a price of $______ per share (the "Option"). The
Option is not an incentive stock option within the meaning of Section 422(b) of
the Internal Revenue Code of 1986, as amended.
2. Term. The Option shall be valid for a term commencing on the
date hereof (the "Date of Grant") and ending on__________.
3. Vesting. During the term provided in Section 2, the Option may
be exercised, in whole or in part, according to the following schedule:
Shares
Exercisable Period
----------- ------
______ Immediately
______ Upon reelection to the Board of Directors in 2001
______ Upon reelection to the Board of Directors in 2002
______ Upon reelection to the Board of Directors in 2003
However, neither the option, nor shares of the Company's common stock
acquired through exercise of the Option, may be disposed of within six months of
the date of this Agreement.
4. Procedure for Exercise. Exercise of the Option or a portion
thereof shall be effected by the giving of written notice to the Company and
payment of the purchase price prescribed in Section 1 above for the shares to be
acquired pursuant to the exercise.
5. Payment for Shares. Payment of the purchase price for any
shares purchased pursuant to the Option shall be made in cash or by such other
method as may be permitted by the Board of Directors.
6. Termination. The Option shall terminate on the earlier of (i)
the expiration date set forth in Section 2 or (ii) in the event of the
termination of the Optionee's directorship.
7. Amendment. This Agreement may be amended by an instrument in
writing signed by both the Company and the Optionee.
EXECUTED as of the date first above written.
▇▇▇▇▇▇▇▇'▇ NURSERY, INC.
BY ____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
____________________________________
[Optionee]
____________________________________
Social Security Number [of Optionee]
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