Exhibit 10.16
XXXXXXXX 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
Xxxxxxxx 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 on the cover page. The portion(s) of the Option designated on
the cover page will become exercisable on the date(s) set forth thereon
only to the extent that the Optionee is employed by the Company on such
date(s). 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, to the extent exercisable on the
date that the Optionee ceases to be an employee of the Company, 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
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.
