XXXXX ENTERPRISES, INCORPORATED
STOCK OPTION AGREEMENT
FOR 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
This Stock Option Agreement ("Option Agreement") is entered into
as of the ____ day of _______, 1997, by and between Xxxxx Enterprises,
Incorporated, a Florida corporation (the "Corporation"), and
_______________, a non-employee director of the Corporation or one of its
subsidiaries (the "Optionee").
WHEREAS, the board of directors of the Corporation (the "Board")
has duly adopted that certain 1996 Non-Employee Director Stock Option Plan
(the "Plan"), which authorizes the Corporation to grant to eligible
individuals options for the purchase of shares of voting common stock, par
value $.01 per share, of the Corporation (the "Stock"); and
WHEREAS, the Corporation has determined that it is desirable and
in its best interests to grant to the Optionee, pursuant to the Plan, an
option to purchase a certain number of shares of Stock in order to provide
the Optionee with an incentive to advance the interests of the Corporation
and its subsidiaries, all according to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Grant of Option. Subject to the terms of the Plan
(attached hereto as Exhibit A, the terms of which are incorporated herein
by this reference), the Corporation hereby grants to the Optionee the
right and option (the "Option") to purchase from the Corporation, on the
terms and subject to the conditions set forth herein and in the Plan,
__________ shares of Stock. The Option shall constitute a nonqualified
stock option. The date of grant of the Option is April 29, 1996 (the
"Grant Date"), the date on which the grant of the Option was approved in
accordance with the terms and conditions of the Plan.
2. Price. The purchase price (the "Option Price") for the
shares of Stock subject to the Option granted by this Option Agreement is
$_________ per share.
3. Exercise of Option. Except as otherwise provided herein
and in the Plan, the Option granted pursuant to this Option Agreement
shall be subject to exercise as follows:
(a) Time of Exercise of Option. The Optionee may
exercise the Option (subject to the limitations on exercise set forth in
subsection 4.(f) of the Plan, in whole or in part, as follows: (i) the
Option may not be exercised to any extent prior to one (1) year following
the date of grant; and (ii) the Option may be exercised to the extent of
33-1/3% of the Shares subject to such Option after one year following the
date of grant and may be exercised to the extent of an additional 33-1/3%
of the Shares subject to such Option after each of the second and third
years following the date of grant; provided, however, that in the event a
Director serves his entire initial term as a Director, all Options granted
prior to such time shall become immediately exercisable and any Options
granted pursuant to Section 4.(b) shall become exercisable one (1) year
following the date of grant.
(b) Termination of Employment, Death or Disability. In
the event of the death, disability or other termination of employment of
the Optionee, the Option shall be exercisable to the extent provided in
Section 4 of the Plan.
(c) Limitations on Exercise of Option. If the Optionee
owned capital stock of the Company possessing more than 10% of the total
combined voting power or value of all classes of capital stock of the
Company as of the Grant Date (a "10% Shareholder"), then in no event may
the Option be exercised, in whole or in part, after five (5) years
following the Grant Date. If the Optionee is not a 10% Shareholder, then
in no event may the Option be exercised, in whole or in part, after ten
(10) years following the Grant Date. In no event may the Option be
exercised for a fractional share.
4. Method of Exercise of Option. The method of exercise of
the Option is set forth in Section 6 of the Plan.
5. Effect of Changes in Capitalization. Section 5 of the Plan
shall apply to the Option.
6. Withholding of Taxes. The parties hereto recognize that
the Corporation or any subsidiary thereof may be obligated to withhold
federal and local income taxes and Social Security taxes to the extent
that the Optionee realizes ordinary income in connection with the exercise
of the Option or in connection with certain dispositions of any shares of
Stock acquired by exercise of the Option. The Optionee agrees that the
Corporation or any subsidiary thereof may withhold amounts needed to cover
such taxes from payments otherwise due and owing to the Optionee, and also
agrees that upon demand the Optionee will promptly pay to the Corporation
or any subsidiary thereof having such obligation any additional amounts as
may be necessary to satisfy such withholding tax obligation.Such payment
shall be made in cash or by certified check payable to the order of the
Corporation or a subsidiary thereof. With the prior approval of the
Corporation, however, which may be withheld by the Corporation in its sole
discretion, the Optionee may elect to satisfy such obligations, in whole
or in part, (a) by causing the Corporation to withhold shares of Stock
otherwise issuable pursuant to the exercise of the Option or (b) by
delivering to the Corporation shares of Stock already owned by the
Optionee. The shares so delivered or withheld shall have a fair market
value equal to such withholding obligations. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by
the Corporation in accordance with the Plan as of the date that the amount
of tax to be withheld is to be determined.
7. Delivery of Shares. Shares of Stock purchased by the
Optionee upon the partial or complete exercise of the Option shall be
delivered to the Optionee upon notice of issuance given by the Corporation
to its transfer agent.
8. Interpretation of this Option Agreement. In the event that
there is any inconsistency between the provisions of this Option Agreement
and of the Plan, the provisions of the Plan shall govern.
9. Governing Law. This Option Agreement is executed pursuant
to and shall be governed by the internal laws of the State of Florida
without reference to the conflict of law principles thereof.
10. Notice. Any notice hereunder by the Optionee to the
Corporation shall be in writing and shall be deemed duly given: (i) when
mailed or delivered to the Corporation at its principal office, addressed
to the attention of the Board, or if so mailed or delivered to such other
address as the Corporation may hereafter designate by notice to the
Optionee; or (ii) when sent by facsimile, telecopy, telex or other form of
written electronic transmission, upon confirmation of receipt thereof by
the Corporation. Any notice or delivery hereunder by the Corporation or
its transfer agent to the Optionee shall be in writing and shall be deemed
duly given: (i) when mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or
delivered to such other address as the Optionee may hereafter designate by
written notice given to the Corporation; or (ii) when sent by facsimile,
telecopy, telex or other form of written electronic transmission, upon
confirmation of receipt thereof by the Optionee.
11. Entire Agreement. This Option Agreement (including Exhibit
A hereto) constitutes the entire agreement and supersedes all prior
understandings and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. Neither this Option Agreement nor
any term hereof may be amended, waived, discharged or terminated except by
a written instrument signed by the Corporation and the Optionee; provided,
however, that the Corporation unilaterally may waive any provision hereof
in writing to the extent that such waiver does not adversely affect the
interests of the Optionee hereunder, but no such waiver shall operate as
or be construed to be a subsequent waiver of the same provision or a
waiver of any other provision hereof.
12. Successors and Assigns. This Option Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the
respective successors, personal representatives and permitted assigns of
the parties hereto.
13. Counterparts. This Option Agreement may be executed in one
or more counterparts, each of which shall constitute an original, but all
of which together shall be one and the same instrument.
14. Facsimile Signature. This Option Agreement may be executed
by either of the parties (the "Originating Party") and transmitted to the
other party (the "Receiving Party") by facsimile, telecopy, telex or other
form of written electronic transmission, and, upon confirmation of receipt
thereof by the Receiving Party, this Option Agreement shall be deemed to
have been duly executed by the Originating Party. Upon the request of the
Receiving Party, the Originating Party shall provide the Receiving Party
with an executed duplicate original of this Option Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Stock Option Agreement, or caused this Stock Option Agreement to be duly
executed on their behalf, as of the day and year first above written.
XXXXX ENTERPRISES, INCORPORATED
By:_________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Vice President - Finance & Treasurer
OPTIONEE:
____________________________________________
(Signature)
ADDRESS FOR NOTICE TO OPTIONEE:
____________________________________________
Name
____________________________________________
Street
____________________________________________
City State Zip Code
