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EXHIBIT 10.42
SYBRON INTERNATIONAL CORPORATION
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
1994 PLAN
Option granted this __ day of _______, 19__, by SYBRON INTERNATIONAL
CORPORATION, a Wisconsin corporation (hereinafter called the "Company"), to
(hereinafter called the "Grantee") pursuant to the
Sybron International Corporation Amended and Restated 1994 Outside Directors'
Stock Option Plan (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Plan.
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares Optioned; Purchased Price. The Company grants
to the Grantee the right and option to purchase, on the terms
and conditions hereof, all or any part of an aggregate of
______ shares of Company common stock, par value $0.01 per
share ("Company Stock"), at the purchase price of $_____
(____________) per share.
2. Period for Exercise. This Option shall become exercisable
beginning six months from the date of grant (______ __, 19__),
regardless of whether Grantee is still a Director on such
date. All rights to exercise this Option shall terminate upon
the earlier of (a) ten (10) years from the date the Option is
granted (_____ __, ____), or (b) two (2) years from the date
the Grantee ceases to be a Director.
3. Method of Exercising Option. This Option may be exercised in
whole or in part from time to time by the Grantee through
written notice of the exercise given to the Company specifying
the number of shares to be purchased and accompanied by
payment in full of the exercise price therefor. The exercise
price may be paid in cash, by check, or by delivering shares
of Company Stock which have been beneficially owned by the
Grantee, the Grantee's spouse or both of them for a period of
at least six months prior to the time of exercise ("Delivered
Stock"), or a combination of cash and Delivered Stock.
Delivered Stock shall be valued at its Fair Market Value
determined as of the date of exercise of this Option. The
Grantee shall not be under any obligation to exercise this
Option at any time.
4. Method of Valuation. For all purposes of this Agreement, the
Fair Market Value of shares of Company Stock on any date shall
mean the average of the highest and lowest quoted selling
prices for the Company Stock on the relevant date, or (if
there were no sales on such date) the weighted average of the
means between the highest and lowest quoted
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selling prices on the nearest day before and the nearest day
after the relevant date, as reported in The Wall Street
Journal or a similar publication selected by the Committee.
5. Deferral of Exercise. If at any time the Board of Directors of
the Company shall determine, in its discretion, that the
listing, registration, or qualification of securities upon any
securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection
with, the granting of this Option or the issue or purchase of
securities hereunder, this Option may not be exercised in
whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
In particular, without limitation, although the Company
intends to exert its best efforts so that the shares
purchasable upon the exercise of the Option will be registered
under, or exempt from the registration requirements of, the
federal Securities Act of 1933 (the "Act") and any applicable
state securities law, if the exercise of this Option or any
part of it would otherwise result in the violation by the
Company of any provision of the Act or of any state securities
law, the Company may require that such exercise be deferred
until the Company has taken appropriate action to avoid any
such violation.
6. Nontransferability. This Option shall not be transferable or
assignable by the Grantee except by last will and testament or
the laws of descent and distribution and shall be exercisable
during the Grantee's lifetime only by the Grantee or by the
Grantee's guardian or legal representative. In the event of
Grantee's death, the Grantee's beneficiary designated pursuant
to Section 14 of this Option or, in the absence of any such
designation, the personal representative of the Grantee's
estate or the person or persons to whom this Option is
transferred by will or the laws of descent and distribution
may exercise this Option in accordance with its terms.
7. Rights as Shareholder. The Grantee shall not be deemed the
holder of any shares covered by this Option until such shares
are fully paid and issued to him/her upon exercise of this
Option.
8. Changes in Stock. In the event any stock dividend is declared
upon the Company Stock, or if there is any stock split, stock
distribution or other recapitalization of the Company with
respect to the Company Stock, resulting in a split or
combination or exchange of shares, the number and kind of
shares then subject to this Option and the per share purchase
price therefor shall be proportionately and appropriately
adjusted without any change in the aggregate purchase price to
be paid therefor.
9. Notices. Any notice to be given to the Company under the terms
of this Option shall be addressed to the Company, in care of
its Secretary, at 411
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Any notice to be given to the Grantee may be addressed to the
Grantee at his/her address as it appears on the Company's
records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice
shall be deemed to have been duly given if and when enclosed
in a properly sealed envelope or wrapper addressed as
aforesaid, certified and deposited, postage prepaid, in a post
office or branch post office regularly maintained by the
United States Government.
10. Provisions of the Plan Controlling. This Option is subject in
all respects to the provisions of the Plan. In the event any
conflict between any provision of this Option and the
provisions of the Plan, the provisions of the Plan shall
control. Grantee hereby acknowledges receipt of a copy of the
Plan.
11. Successors. All obligations of the Company under the Plan
shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all
or substantially all of the business and/or assets of the
Company.
12. Government and Other Regulations. The obligation of the
Company to sell and deliver shares of stock pursuant to an
exercise of this Option shall be subject to all applicable
laws, rules and regulations and the obtaining of all such
approvals by governmental agencies as may be deemed necessary
or desirable by the Board of Directors of the Company,
including (without limitation) the satisfaction of any
applicable federal, state and local tax withholding
requirements (subject to the provisions of Section 6.05 of the
Plan).
13. Construction. Except as otherwise required by applicable
federal laws, this Option shall be governed by, and construed
in accordance with, the laws of the state of the Company's
incorporation.
14. Beneficiary Designation. The Grantee may, from time to time,
name any beneficiary or beneficiaries (who may be named
contingently or successively) who shall be entitled to
exercise this Option in accordance with its terms in the event
of Grantee's death. Each such designation shall revoke all
prior designations, shall be in a form prescribed by the
Company, and will be effective only when filed by the Grantee
in writing with the Human Resources Department of the Company.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President and attested by its Secretary or one of
its Assistant Secretaries, and the Grantee has hereunto set his/her hand and
seal, all as of the day and
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year first above written, which is the date of the granting of the Option
evidenced hereby.
SYBRON INTERNATIONAL CORPORATION
By:
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President
ATTEST:
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Grantee
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