Exhibit 10-B
National Steel Corporation
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1993 Long-Term Incentive Plan
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Stock Option Cancellation
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and Stock Appreciation Right Grant Agreement
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This Agreement (the "Agreement"), dated as of _____________, 1997, by and
between National Steel Corporation (the "Company") and
_____________________________________(the "Grantee").
WHEREAS, the Company maintains the 1993 Long-Term Incentive Plan (the
"Plan"); and
WHEREAS, the Plan provides for the grant of stock appreciation rights,
including without limitation, in substitution for other awards previously
granted under the Plan; and
WHEREAS, the Grantee has previously been granted an option under the
Plan to acquire _____ Shares at an exercise price of $ ____ per share pursuant
to an agreement dated as of ______________ (the "Stock Option"); and
WHEREAS, the Company wishes to grant to the Grantee a stock
appreciation right in substitution for, and in exchange for the cancellation of,
the Stock Option, and the Grantee wishes to receive from the Company such stock
appreciation right in substitution for, and in exchange for the cancellation of,
such Stock Option, in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, BE IT RESOLVED, that the Company and the Grantee
hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Plan.
2. Cancellation of Option. The Stock Option is hereby cancelled and
of no further force or effect.
3. Grant of Stock Appreciation Right. The Company hereby grants to
the Grantee a Stock Appreciation Right (the "SAR"), with respect to __________
Shares at an exercise price of $ ____ per Share. The SAR shall become vested
and exercisable with respect to all of the Shares on ______________. Upon
exercise of the SAR, the Grantee shall be entitled to receive from the Company a
cash payment equal to (a) the excess, if any, of the Fair Market Value of a
Share on the date of such exercise over the exercise price of the SAR,
multiplied by (b) the number of Shares with respect to which the SAR is then
being exercised.
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4. Notice of Exercise. Notice of exercise of the SAR must be given
in writing to the Senior Vice President, Administration and Secretary of the
Company, or to such other person as the Company may hereafter specify in writing
to the Grantee. The SAR shall be deemed exercised on the date on which such
notice is received by the Company. Such notice may be given by personal
delivery, facsimile, overnight courier or by mail.
5. Other Terms and Conditions. The SAR shall be subject to the terms
of the Plan and shall be further subject to all other terms and conditions that
were applicable to the Stock Option immediately prior to its cancellation
pursuant to this Agreement, including without limitation (a) the expiration date
of the SAR and (b) the terms and conditions affecting the Grantee's right to
exercise the SAR during and subsequent to the Grantee's employment with the
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
National Steel Corporation
By: _________________________
Name:
Title:
____________________________
[Grantee]
