NONQUALIFIED STOCK OPTION
NONQUALIFIED STOCK OPTION AGREEMENT dated as of
, between ▇▇▇▇▇▇▇ CORPORATION, a
Delaware corporation (the "Corporation"), and
, an employee of the Corporation
or one of its subsidiaries (the "Holder").
WHEREAS, the Corporation desires, by affording the Holder an
opportunity to purchase shares of the Corporation s Common Stock as
hereinafter provided, to carry out the purposes of the Corporation's
Revised Stock Incentive Plan (the "Plan"), as adopted by the Board
of Directors of the Corporation on November 21, 1997;
WHEREAS, the Management Resources and Compensation Committee of the
Board of Directors of the Corporation (the "Committee") has duly
made all determinations necessary or appropriate to the grant
hereof;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto have agreed, and do hereby agree, as follows:
1. The Corporation hereby irrevocably grants to the Holder, as
a matter of separate agreement and not in lieu of salary or any
other compensation for services, the right and option (the
"Option"), to purchase shares of Common Stock of the
Corporation on the terms and conditions herein set forth.
2. For each of said shares purchased, the Holder shall pay to
the Corporation $ per share (the "Option Price").
3. Subject to the provisions of paragraphs 7, 8 and 9 hereof,
this Option shall be for a term of ten years from the date hereof
and shall become exercisable as to one-third of the shares covered
by this Option on the first anniversary hereof, as to two-thirds of
the shares covered by this Option on the second anniversary hereof
(reduced by such number of shares as may have theretofore been
purchased hereunder after the first anniversary), and as to all
shares covered by this Option and not theretofore purchased on the
third anniversary hereof. The Corporation shall not be required to
issue any fractional shares upon exercise of this Option, and any
fractional interests resulting from the calculation of the number of
shares in respect of which this Option may be exercised prior to the
third anniversary hereof shall be rounded down to the nearest whole
share. Except as provided in paragraphs 7, 8 and 9 hereof, this
Option may not be exercised unless the Holder shall, at the time of
exercise, be an employee of the Corporation or one of its
"subsidiaries", as defined in the Plan.
4. This Option may be exercised only by one or more notices in
writing of the Holder's intent to exercise this Option, accompanied
by payment by check to the Corporation in an amount equal to the
aggregate Option Price of the total number of whole shares then
being purchased. Unless otherwise specified by the Corporation,
each such notice and check shall be delivered to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Manager of Administrative Services, at the principal office of the
Corporation or, at the risk of the Holder, mailed to said ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ at said office.
5. Following the exercise of this Option, the Corporation will
advise the Holder of the applicable Federal and state income taxes
required to be withheld by reason of such exercise. Thereupon, the
Holder shall forthwith deliver to the Corporation a check payable to
the Corporation or the subsidiary of the Corporation which employs
the Holder, as the case may be, representing said taxes.
6. This Option is not transferable by the Holder otherwise than
by will or the laws of descent and distribution and may be
exercised, during the lifetime of the Holder, only by the Holder.
7. In the event of the termination of employment of the Holder
with the Corporation or one of its subsidiaries, other than by
reason of Retirement (as defined in the Plan) or death, the Holder
may exercise this Option at any time within three months (or one
year, if the Holder is permanently and totally disabled within the
meaning of Section 22(e)(3) of the Federal Internal Revenue Code)
after such termination of employment, but only if and to the extent
this Option was exercisable at the date of termination, and in no
event after the date on which this Option would otherwise terminate;
provided, however, if such termination of employment was for cause
or a voluntary termination without the written consent of the
Corporation, then this Agreement shall be of no further force or
effect and all rights of the Holder under this Option shall
thereupon cease.
8. In the event of the termination of employment of the Holder
with the Corporation or one of its subsidiaries by reason of
Retirement, then all shares subject to this Option shall be fully
exercisable, and, subject to paragraph 9 hereof, this Option shall
be exercisable by the Holder at any time up to and including (but
not after) the date on which this Option would otherwise terminate.
9. In the event of the death of the Holder (i) while employed
by the Corporation or one of its subsidiaries or after Retirement,
(ii) within three months after termination of the Holder's
employment (other than a termination by reason of permanent and
total disability within the meaning of Section 22(e)(3) of the
Federal Internal Revenue Code), or (iii) within one year after
termination of the Holder's employment by reason of such disability,
then this Option may be exercised by the legatees under the last
will of the Holder, or by the personal representatives or
distributees of the Holder, at any time within a period of nine
months after the Holder's death, but only if and to the extent this
Option was exercisable at the date of death (unless death occurs
while the Holder is employed by the Corporation or one of its
subsidiaries, in which case all shares subject to this Option shall
be fully exercisable), and in no event after the date on which this
Option would otherwise terminate.
10. If, prior to the termination of this Option, the number of
outstanding shares of Common Stock of the Corporation shall be
increased or decreased by reason of a stock split, stock dividend,
reverse stock split or combination thereof, then the number of
shares at the time subject to this Option, the number of shares
reserved for issuance pursuant to exercise hereof, and the Option
Price per share shall be proportionately adjusted without any change
in the aggregate Option Price therefor.
11. If, prior to the termination of this Option, the outstanding
shares of Common Stock of the Corporation shall be affected by any
change other than those specifically mentioned in the preceding
paragraph (e.g., by reason of a spin-off, split-up,
recapitalization, merger, consolidation, combination or exchange of
shares), then the aggregate number and class of shares thereafter
subject to this Option and the Option Price thereof, and the number
and class of shares reserved for issuance pursuant to exercise
hereof, may be appropriately adjusted in such manner as the
Committee shall in its sole discretion determine to be equitable and
consistent with the purposes of the Plan. Such determination shall
be conclusive for all purposes of this Option.
12. This Option and each and every obligation of the Corporation
hereunder are subject to the requirement that if at any time the
Corporation shall determine, upon advise of counsel, that the
listing, registration, or qualification of the shares covered hereby
upon any securities exchange or under any state or Federal law, or
the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the
granting of this Option or the purchase of shares hereunder, this
Option may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable
to the Board of Directors of the Corporation.
13. In the event of a "change in control" or a "Pooling
Transaction", as those terms are defined in the Plan, the Holder
shall have all of the rights specified in Paragraph 10(B) and, if
applicable, Paragraph 10(D) of the Plan.
14. Nothing herein contained shall confer on the Holder any
right to continue in the employment of the Corporation or any of its
subsidiaries or interfere in any way with the right of the
Corporation or any subsidiary to terminate the Holder's employment
at any time; confer on the Holder any of the rights of a shareholder
with respect to any of the shares subject to this Option until such
shares shall be issued upon the exercise of this Option; affect the
Holder's right to participate in and receive benefits under and in
accordance with the provisions of any pension, profit-sharing,
insurance, or other employee benefit plan or program of the
Corporation or any of its subsidiaries; or limit or otherwise affect
the right of the Board of Directors of the Corporation (subject to
any required approval by the shareholders) at any time or from time
to time to alter, amend, suspend or discontinue the Plan and the
rules for its administration; provided, however, that no termination
or amendment of the Plan may, without the consent of the Holder,
adversely affect the Holder's rights under this Option.
IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has
been duly executed by the Corporation and the Holder as of the day
and year first above written.
▇▇▇▇▇▇▇ CORPORATION
By:
Vice President
--------------------
Holder
11/97