Exhibit 10.21
STOCK OPTION AGREEMENT
UNDER THE
▇▇▇▇▇▇▇▇ CORPORATION 1999 PERFORMANCE PLAN
▇▇▇▇▇▇▇▇ Corporation, a Missouri corporation (the "Company"), and
the person designated in Section 1 below (the "Optionee") hereby agree
as follows:
SECTION 1. BASIC TERMS.
Name of Optionee: _____________________________
Social Security Number of Optionee: _____________________________
Number of Shares Subject to Option: _____________________________
Option Price/Base Price Per Share: _____________________________
Grant Date of Option: _____________________________
Expiration Date of Option: _____________________________
Table Regarding Exercisability:
NUMBER DATE OF FIRST ISO
OF SHARES EXERCISABILITY (YES OR NO)
1 ______________ ____________________ ______________
2 ______________ ____________________ ______________
3 ______________ ____________________ ______________
4 ______________ ____________________ ______________
SECTION 2. ENTIRE AGREEMENT. This 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 or she 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 Stock Option
Agreement in duplicate as of the Grant Date.
▇▇▇▇▇▇▇▇ CORPORATION
By
--------------------------------- ---------------------------------
Chairman and CEO Optionee
1237328
▇▇▇▇▇▇▇▇ CORPORATION
1999 PERFORMANCE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement (this "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 the ▇▇▇▇▇▇▇▇ Corporation 1999 Performance Plan (the
"Plan").
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 in the cover page. Once exercisable, the Option shall
remain exercisable until such Option terminates pursuant to
Section 3.b. of this Agreement.
3. INCORPORATION OF STOCK PLAN. This Agreement is entered into
pursuant to the Plan, which Plan is by this reference incorporated
herein and made a part hereof. The material provisions of the
Plan applicable to the Option are as follows:
A. 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 the foregoing.
B. TERMINATION OF OPTION. The Option shall terminate in all
events on the earliest to occur of the following:
(i) the Expiration Date specified in the cover page; or
(ii) three months after the date on which the Optionee
ceases to be an employee of the Company for any
reason other than death or disability, or, if the
Optionee dies within the three-month period after
such termination of employment, then three months
after his or her death; or
(iii) twelve months after the date on which the Optionee
ceases to be an employee of the Company due to
death; or
(iv) twelve months after the date on which the Optionee
ceases to be an employee of the Company due to
disability or, if the Optionee dies within the
twelve-month period
1237328
after his or her termination of employment due to
disability, then three months after his or her
death.
C. 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 the Plan) or to a Permissible Transferee (as
defined in the Plan), 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.
D. 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.
4. OPTION CONDITIONED ON ACCEPTANCE. This Agreement shall be void
and of no effect unless a copy hereof is executed by the Optionee
and returned to the Office of General Counsel of the Company not
later than 30 days after the day this Agreement is mailed or
delivered to the Optionee, provided, however, that if the Optionee
dies within such 30-day period this Agreement shall be effective
notwithstanding the fact that it is not executed by the Optionee.
1237328
