ANGELICA CORPORATION AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.31
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CORPORATION
AMENDED
AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT
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Corporation, a Missouri corporation (the “Company”), and the person designated
in Section 1 below (the “Optionee”) hereby agree as follows:
Section
1. Basic Terms.
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Name
of Optionee: |
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Social
Security Number of Optionee: |
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Number
of Shares Subject to Option: |
50,000
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Option
Price/Base Price Per Share: |
$30.00 |
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Grant
Date of Option: |
September
15, 2003 |
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Expiration
Date of Option: |
September
15, 2013 |
Exercisability:
The Option shall become immediately exercisable with respect to all shares
subject to the Option effective January 27, 2005.
Section
2. Entire Agreement.
This Amended Agreement consists of the provisions set forth on this cover page
and the further provisions set forth on the following pages. The Optionee
represents that he has read and understood such further provisions, which are
binding on the parties as if set forth on this cover page.
IN
WITNESS WHEREOF, the parties have executed this Amended and Restated
Nonqualified Stock Option Agreement in duplicate as of January 27,
2005.
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CORPORATION
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By
/s/
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/s/
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Chairman
of the Compensation and |
Optionee |
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and
Organization Committee |
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CORPORATION
AMENDED
AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT
This
Amended and Restated Stock Option Agreement (this “Amended Agreement”), along
with its cover page, represents the agreement regarding the grant of a stock
option (the “Option”) by and between the Company and the Optionee pursuant to
that certain Employment Agreement dated September 15, 2003 by and between the
Company and the Optionee. The Amended Agreement supersedes and replaces the
Nonqualified Stock Option Agreement dated as of September 15, 2003 for 50,000
shares granted at an exercise price of $30.00 per share, in its
entirety.
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1. |
GRANT
OF OPTION.
The Company hereby grants to the Optionee the right, privilege and option
to purchase the number of shares of common stock, $1.00 par value per
share (the “Common Stock”), of the Company at a price per share, both as
reflected in the cover page, in the manner and subject to the conditions
provided herein. The Option is not intended to be an Incentive Stock
Option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, with respect to any shares subject
hereto. |
| 2. |
TIME
OF EXERCISE OF OPTION.
The Option shall become exercisable as provided on the cover page, except
all options granted to Optionee under the Agreement that are not then
exercisable shall become immediately exercisable upon the occurrence of a
Change in Control. The Option will become exercisable only to the extent
that the Optionee is employed by the Company on such date. Once
exercisable, the Option shall remain exercisable until such Option
terminates pursuant to Section 4 of this Agreement.
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For
purposes of this Agreement, a “Change in Control” means:
(i) the
acquisition by any individual, entity or group, or a Person (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of ownership of 20% or more
of either (a) the then outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or (b) the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting
Securities”); or
(ii)
individuals who, as the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent Board, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule l4a-11 of Regulation l4A
promulgated under
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the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
(iii)
approval by the stockholders of the Company of a reorganization, merger or
consolidation, in each case, unless, following such reorganization, merger or
consolidation, (1) more than 50% of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization,
merger or consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (2) of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by no Person beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors, and (3) at least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv)
approval by the stockholders of the Company of (a) a complete liquidation
or dissolution of the Company or (b) the sale or other disposition of all
or substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (1) more
than 50% of, respectively, the then outstanding shares of common stock all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (2) no Person
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (3) at least a
majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company.
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| 3. |
METHOD
OF EXERCISE OF OPTION.
The Option shall be exercisable in whole or in part to the extent then
exercisable by written notice delivered to the Office of General Counsel
of the Company stating the number of shares with respect to which the
Option is being exercised, accompanied by payment (i) by check or, in the
discretion of the Compensation and Organization Committee, by either (ii)
the delivery to the Company of shares of Common Stock then owned by the
Optionee having a fair market value equal to the exercise price of all
shares of Common Stock subject to such exercise or (iii) by any
combination of cash and stock.
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| 4. |
TERMINATION OF
OPTION.
The Option, to the extent exercisable on the date that the Optionee ceases
to be an employee of the Company, shall terminate in all events on the
earliest to occur of the
following: |
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(i) |
the
Expiration Date specified in the cover page;
or |
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(ii) |
three
months after the date on which the Optionee ceases to be an employee of
the Company for any reason other than death, retirement or disability;
or |
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(iii) |
twelve
months after the date on which the Optionee ceases to be an employee of
the Company due to death; or |
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(iv) |
twelve
months after the date on which the Optionee ceases to be an employee of
the Company due to retirement or disability, provided, however, that, if
the Optionee dies within the twelve-month period after his or her
termination of employment due to retirement or disability, then three
months after his death or the remainder of the twelve-month period,
whichever is longer. |
| 5. |
NON-TRANSFERABILITY
OF OPTION.
The Option is non-transferable by the Optionee except by will or the laws
of descent and distribution or pursuant to a Qualified Domestic Relations
Order (as defined in Section 206(d)(3) of the Employee Retirement Income
Security Act of 1974, as amended, and the rules promulgated thereunder) or
to a Permissible Transferee, and shall be exercisable during the
Optionee’s lifetime only by the Optionee or by a Permissible Transferee.
In the event of the Optionee’s death, a Permissible Transferee or the
executor or administrator of the Optionee’s estate, as applicable, may
exercise the Option. For purposes of this Agreement, a “Permissible
Transferee” is (i) one or more members of the Optionee’s family, (ii) one
or more trusts for the benefit of the Optionee and/or one or more members
of the Optionee’s family, or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other entities in
which the aggregate interests of the Optionee and members of the
Optionee’s immediate family exceed 80 percent of all interests. The
Optionee’s immediate family for this purpose includes only the Optionee’s
spouse, children and
grandchildren. |
| 6. |
ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION, ETC. If
the Company shall at any time change the number of issued shares of Common
Stock without new consideration to the Company (such as by stock dividends
or stock splits), there shall be a corresponding adjustment as to the
number of shares covered under the Option and in the purchase price per
share, to the end that the Optionee shall retain the Optionee’s
proportionate interest without change in the total purchase price under
the Option. |
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