Exhibit 10.32
STOCK OPTION GRANT AGREEMENT
(NON-QUALIFIED STOCK OPTIONS)
THIS AGREEMENT, made as of this 22nd day of November 1999 between SCG
Holding Corporation (the "COMPANY") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the
"PARTICIPANT").
WHEREAS, the Company has adopted and maintains the SCG Holding
Corporation 1999 Founders Stock Option Plan (the "PLAN") to promote the
interests of the Company and its Affiliates and stockholders by providing the
Company's key employees and others with an appropriate incentive to improve
the growth and profitability of the Company.
WHEREAS, the Plan provides for the Grant to Participants in the Plan of
Non-Qualified Stock Options to purchase shares of Common Stock of the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. GRANT OF OPTIONS. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby grants to
the Participant a NON-QUALIFIED STOCK OPTION (the "OPTION") with respect to
300,000 shares of Common Stock of the Company.
2. GRANT DATE. The Grant Date of the Option hereby granted is September
9, 1999.
3. INCORPORATION OF PLAN. All terms, conditions and restrictions of the
Plan are incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of this Agreement, as interpreted by the
Board, shall govern. All capitalized terms used and not defined herein shall
have the meaning given to such terms in the Plan.
4. EXERCISE PRICE. The exercise price of each share underlying the
Option hereby granted is $1.00 U.S.
5. VESTING DATE. Subject to the provisions of the Plan, the Option shall
be fully vested and exercisable as of the Grant Date provided above.
6. EXPIRATION DATE. Subject to the provisions of the Plan, the Option
shall expire on the earlier of: (i) 90 days after the Participant's
termination of Employment other than for Cause, death or Disability; (ii) one
year after termination of the Participant's Employment by reason of death or
Disability; (iii) the commencement of business on the date the Participant's
Employment is, or is deemed to have been, terminated for Cause; or (iv) the
tenth anniversary of the Grant Date.
7. COMPANY CALL RIGHTS. Upon a termination of the Participant's
Employment for any reason prior to the existence of a Public Market, the
Company shall have the right, in its sole discretion, during the ninety-day
period immediately following the date of
termination (the "OPTION CALL PERIOD"), to purchase for cash any portion of
the Option that has become exercisable on or before the date of such
termination of Employment for a purchase price equal to the Option Spread, if
any, determined as of the Valuation Date immediately preceding the date that
the Company exercises its right to purchase such Option multiplied by the
number of shares of Common Stock underlying such portion of the Option. Upon
written notice that the Company is exercising its right to purchase such
portion of the Option, such Option shall no longer be exercisable by the
Participant (unless otherwise agreed by the Company) and, upon payment by the
Company, such Option shall immediately become void and cancelled, without any
further action by the Participant or the Company or otherwise. Such payment
shall be made within ten days after the date that the Company notifies the
Participant in writing that it is exercising its right to purchase the Option
hereunder, provided that the Company may delay any such payment in the event
such payment will result in the violation of the terms or provisions of, or
result in a default or event of default under, any guarantee, financing or
security agreement or document entered into by the Company or any of its
Affiliates and in effect on such date (hereinafter a "FINANCING AGREEMENT").
In the event the payment of the purchase price is delayed as a result of a
restriction imposed by a Financing Agreement as provided above, such payment
shall be made without the application of further conditions or impediments as
soon as practicable after the payment of such purchase price would no longer
result in the violation of the terms or provisions of, or result in a default
or event of default under, any Financing Agreement, and such payment shall
equal the amount that would have been paid to the Participant if no delay had
occurred plus interest for the period from the date on which the purchase
price would have been paid but for the delay in payment provided herein to
the date on which such payment is made (the "DELAY PERIOD"), calculated at an
annual rate equal to the average annual prime rate charged during the Delay
Period by a nationally recognized bank designated by the Board. The Company
may deduct from any payment provided hereunder an amount equal to the
applicable federal, state and local withholding taxes.
8. CONSTRUCTION OF AGREEMENT. Any provision of this Agreement (or
portion thereof) which is deemed invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction and subject to this section, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions thereof in such
jurisdiction or rendering that or any other provisions of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction. If any covenant
should be deemed invalid, illegal or unenforceable because its scope is
considered excessive, such covenant shall be modified so that the scope of
the covenant is reduced only to the minimum extent necessary to render the
modified covenant valid, legal and enforceable. No waiver of any provision or
violation of this Agreement by the Company shall be implied by the Company's
forbearance or failure to take action.
9. DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any party hereto upon any breach or default of
any party under this Agreement, shall impair any such right, power or remedy
of such party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
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conditions of this Agreement, shall be in writing and shall be effective only
to the extent specifically set forth in such writing.
10. LIMITATION ON TRANSFER. During the lifetime of the Participant,
the Option shall be exercisable only by the Participant. The Option shall not
be assignable or transferable other than by will or by the laws of descent
and distribution. All shares of Common Stock obtained pursuant to the Option
granted herein shall not be transferred except as provided in the Plan and,
where applicable, the Management Stockholders' Agreement.
11. INTEGRATION. This Agreement, and the other documents referred to
herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. There
are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings with respect to the subject matter hereof other
than those expressly set forth herein and in the Plan. This Agreement,
including without limitation the Plan, supersedes all prior agreements and
understandings between the parties with respect to its subject matter.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
13. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware (United
States of America) without regard to the provisions governing conflict of
laws.
14. PARTICIPANT ACKNOWLEDGMENT. The Participant hereby acknowledges
receipt of a copy of the Plan. The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Board in respect of the
Plan, this Agreement and the Option shall be final and conclusive. The
Participant further acknowledges that, prior to the existence of a Public
Market, no exercise of the Option or any portion thereof shall be effective
unless and until the Participant has executed the Management Stockholders'
Agreement and the Participant hereby agrees to be bound thereby.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
duly executed by its duly authorized officer and said Participant has
hereunto signed this Agreement on his own behalf, thereby representing that
he has carefully read and understands this Agreement, the Plan and the
Management Stockholders' Agreement as of the day and year first written above.
SCG Holding Corporation
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President Human Resources
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Participant Signature
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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