EXHIBIT 4.4
FORM OF STOCK
OPTION AGREEMENT
FOR
NON-EMPLOYEE DIRECTORS
KINARK CORPORATION
STOCK OPTION AGREEMENT
FOR
NON-EMPLOYEE DIRECTORS
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered
into as of the
1st day of July, ______, by and between Kinark Corporation, a
Delaware
corporation (the "Company"), and _________________ (the
"Optionee").
W I T N E S S E T H:
WHEREAS, on April 1, 1996, the Board of Directors of the
Company adopted a
stock option plan known as the "Kinark Corporation 1996 Stock
Option Plan" (the
"Plan"), and recommended that the Plan be approved by the
Company's
stockholders; and
WHEREAS, on June 5, 1996, the stockholders of the Company
approved the
Plan; and
WHEREAS, the Plan provides for automatic annual grants of
stock options to
Non-Employee Directors of the Company and Optionee is a
Non-Employee Director;
and
WHEREAS, the Company and the Optionee desire to enter into
this Stock
Option Agreement in accordance with the Plan.
NOW, THEREFORE, as an incentive to continue as a director of
the Company
and to encourage stock ownership, and also in consideration of
the mutual
covenants contained herein, the Company and the Optionee hereby
agree as
follows:
1. Incorporation of Plan. The option which is the subject
of this
Agreement is granted pursuant to the provisions of the Plan and
the terms and
definitions of the Plan are incorporated herein by reference and
made a part
hereof. Capitalized terms not defined herein shall have the
meanings ascribed
to them in the Plan. A copy of the Plan has been delivered to,
and receipt is
hereby acknowledged by, the Optionee. Notwithstanding anything
in this
Agreement to the contrary, to the extent the terms of this
Agreement conflict
with or otherwise attempt to exceed the authority set forth under
the terms of
the Plan, the Plan shall govern and control in all respects.
2. Grant of Option. Subject to the terms, restrictions,
limitations and
conditions stated herein and under the Plan, the Company hereby
evidences its
grant to the Optionee, not in lieu of salary or other
compensation, of the
right and option (the "Option") to purchase all or any part of
Five Thousand
(5,000) shares of the Company's Common Stock, par value $.10 per
share (the
"Stock"). This Option is granted under the Plan as of July 1,
______ (the
"Date of Grant"). The Option shall vest and be exercisable as to
all of the
Stock subject to this Option on January 1, _____, six months from
the Date of
Grant. The Option shall expire and shall no longer be
exercisable as of July
1, _____, ten years from the Date of Grant, or on such earlier
date as
determined pursuant to Section 8 hereof. The Option is not an
Incentive Stock
Option and is not intended to comply with Section 422 of the
Internal Revenue
Code of 1986, as amended.
3. Purchase Price. The price per share to be paid by the
Optionee for
the shares of Stock subject to this Option (the "Exercise Price")
shall be
$_____________, which price is the Fair Market Value of a share
of Stock as of
the Date of Grant.
4. Exercise Terms. The Optionee must exercise the Option
for at least
the lesser of 100 shares of Stock or the number of shares of
vested Stock as to
which the Option remains unexercised. In the event this Option
is not
exercised with respect to all or any part of the shares of Stock
subject to
this Option prior to its expiration, the shares of Stock with
respect to which
this Option was not exercised shall no longer be subject to this
Option.
5. Restrictions on Transferability. No Option shall be
transferable by
an Optionee other than by will or the laws of descent and
distribution or
pursuant to a Qualified Domestic Relations Order. During the
lifetime of the
Optionee, the Option shall be exercisable only by the Optionee
(or by such
Optionee's guardian or legal representative, should one be
appointed).
6. Notice of Exercise of Option. This Option may be
exercised by the
Optionee, or by the Optionee's administrators, executors or
personal
representatives, by a written notice (in substantially the form
of the Notice
of Exercise attached hereto as Schedule A) signed by the
Optionee, or by such
administrators, executors or personal representatives, and
delivered or mailed
to the Company as specified in Section 10(c) hereof to the
attention of the
President or such other officer as the Company may designate.
Any such notice
shall (a) specify the number of shares of Stock which the
Optionee or the
Optionee's administrators, executors or personal representatives,
as the case
may be, then elects to purchase hereunder, (b) contain such
information as may
be reasonably required pursuant to Section 9 hereof, and (c) be
accompanied by
(i) a certified or cashier's check payable to the Company in
payment of the
total Exercise Price applicable to such shares as provided
herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied
by stock
transfer powers having a Fair Market Value equal to the total
Exercise Price
applicable to the shares of Stock purchased hereunder, or (iii) a
certified or
cashier's check accompanied by the number of shares of Stock
whose Fair Market
Value when added to the amount of the check equals the total
Exercise Price
applicable to such shares of Stock purchased hereunder. Upon
receipt of any
such notice and accompanying payment, and subject to the terms
hereof, the
Company agrees to issue to the Optionee or the Optionee's
administrators,
executors or personal representatives, as the case may be, stock
certificates
for the number of shares of Stock specified in such notice
registered in the
name of the person exercising this Option.
7. Adjustment in Option. The number of shares of Stock
subject to this
Option, the Exercise Price and other terms and conditions of the
Option are
subject to adjustment during the term of this Option in
accordance with the
Plan.
8. Termination.
(a) In the event the Optionee ceases to be a Director
by reason of
his or her death or Disability, the Optionee or the Optionee's
administrators,
executors or personal representatives may exercise the Option on
the earlier of
(i) the last day of the one-year period following the Optionee's
death or the
beginning of the Optionee's Disability or (ii) the expiration of
the Option.
(b) In the event Optionee ceases to be a Director for
any reason
other than his or her death or Disability, the Optionee may
exercise his or her
Option on the earlier of (i) the last day of the two-year period
following the
date the Optionee ceases to be a Director or (ii) the expiration
of the Option.
9. Compliance with Regulatory Matters. Optionee
acknowledges that the
issuance of capital stock of the Company is subject to
limitations imposed by
federal and state law and the Optionee hereby agrees that the
Company shall not
be obligated to issue any shares of Stock upon exercise of this
Option that
would cause the Company to violate any law or any rule,
regulation, order or
consent decree of any regulatory authority (including without
limitation the
Securities and Exchange Commission) having jurisdiction over the
affairs of the
Company. The Optionee agrees that he or she will provide the
Company with such
information as is reasonably requested by the Company or its
counsel to
determine whether the issuance of Stock complies with the
provisions of federal
and state law described by this Section 9.
10. Miscellaneous.
(a) This Agreement shall be binding upon the parties
hereto and
their representatives, successors and assigns.
(b) This Agreement shall be governed by the laws of
the State of
Delaware, without regard to conflicts of laws principles.
(c) Any notice, request, document or other
communication required or
permitted to be given hereunder shall be deemed given, and any
elections or
exercises to be made or accomplished shall be deemed made or
accomplished, upon
actual delivery thereof to the designated recipient, or three (3)
days after
deposit thereof in the United States mail, registered, return
receipt requested
and postage prepaid, addressed, if to the Optionee, at the
address set forth
below his or her signature and, if to the Company, to its
executive offices at
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(d) This Agreement may not be modified or amended
except in a
writing executed by each of the parties hereto.
(e) This Agreement, together with the Plan, contains
the entire
understanding of the parties hereto and supersedes any prior
understanding
and/or written or oral agreement between them respecting the
subject matter
hereof.
(f) The parties hereto agree that the provisions of
this Agreement
are severable and the invalidity or unenforceability of any
provision in whole
or in part shall not effect the validity or enforceability of any
enforceable
part of such provision or any other provisions hereof.
(g) The section headings herein are included solely
for convenience
of reference and shall not control the meaning or interpretation
of any of the
provisions of this Agreement.
(h) No waiver of any breach or default hereunder shall
be considered
valid unless in writing, and no such waiver shall be deemed a
waiver of any
subsequent breach or default of the same or similar nature.
(i) This Agreement may be executed in one or more
counterparts, each
of which shall be deemed an original and all of which together
shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed
on its behalf and the Optionee has executed this Agreement, all
as of the day
and year first above written.
KINARK CORPORATION
Attest:
By:
Title:
Secretary
OPTIONEE
Name:
Address:
SCHEDULE A
NOTICE OF EXERCISE
The undersigned hereby notifies Kinark Corporation (the
"Company") of this
election to exercise the undersigned's stock option to purchase
shares of the Company's common stock, par value $.10 per share
(the "Common
Stock"), pursuant to the Stock Option Agreement (the "Agreement")
between the
undersigned and the Company dated . Accompanying this
Notice is (1) a
check in the amount of $ payable to the Company, and/or
(2)
_______________ shares of the Company's Common Stock presently
owned by the
undersigned and duly endorsed or accompanied by stock transfer
powers, having
an aggregate Fair Market Value (as defined in the Kinark
Corporation 1996 Stock
Option Plan) as of the date hereof of $_____________, such
amounts being equal,
in the aggregate, to the purchase price per share set forth in
Section 3 of the
Agreement multiplied by the number of shares being purchased
hereby (in each
instance subject to appropriate adjustment pursuant to Section 7
of the
Agreement).
IN WITNESS WHEREOF, the undersigned has set his hand and
seal, this
day of .
OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR, EXECUTOR
OR PERSONAL REPRESENTATIVE]
Name:
Position (if other than Optionee):