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EXHIBIT 94.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, (hereinafter "Agreement") is entered into
as of the effective date hereinafter provided, by and between SUPERIOR
INDUSTRIES INTERNATIONAL, INC., a California corporation (the
"Company"), and X. XXXX XXXXX, an individual ("Optionee"), and is
based upon the following facts and circumstances:
(1) The Company is hereby granting to Xx. X. Xxxx Xxxxx a stock option
to purchase a total of 5,000 shares of the Company's Common Stock (the
"Option"). This award was approved by the Compensation Committee of the Board of
Directors of the Company, and affirmed by the entire Board, with Xx. Xxxxx
abstaining from both the approval and affirmation.
(2) In granting the Option to Optionee, Company recognizes that
Optionee is a valuable and trusted Director of the Company, and that the Company
considers it desirable and in its best interests that Optionee be given an
inducement to acquire a further proprietary interest in the Company, and an
added incentive to advance the pecuniary interest of the Company by possessing
an option to purchase the aforesaid common shares of stock in accordance with
this Agreement.
NOW, THEREFORE, in consideration of the premises heretofore stated, it
is agreed by and between the parties as follows:
1. Grant of Option
The Company hereby grants to Optionee the rights, privilege, and
option to purchase 5,000 shares of its common stock at the purchase price of
$20.000 per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option
No shares under this agreement shall become exercisable prior to
October 25, 1996.
3. Method of Exercise
The option herein granted shall be exercised by written notice to
the Company's Secretary, Xxxxxx Xxxxxx, at the Company's principal place of
business, accompanied by cash, or cash equivalent, in payment of the option
price for the number of shares specified in such written notice. The Company
shall make immediate delivery of such shares to Optionee, provided that if any
law or regulation requires the Company to take any action with respect to the
shares specified in such written notice before the issuance thereof, then the
date of delivery of such shares shall be extended for the period necessary to
take such action. Upon the exercise of this Option, the Company shall have the
right to require the Optionee or his successor to pay the Company the amount of
any taxes which the Company may be required to withhold with respect to such
exercise.
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4. Termination of Option
Except as herein otherwise stated, the option herein granted to the
extent not theretofore exercised shall terminate on the first to occur of the
following dates:
(a) The expiration of one month after the date on which Optionee
ceases to serve as a Director with the Company, unless (i) such termination is
by reasons of death or (ii) the Optionee dies during such one month period;
(b) In the event of Optionee's death while in the service of the
Company or during the one month period referred to in (a) above, his executors
or administrators may exercise, within one (1) year following the date of such
death, the option as to any of the shares subject thereto which have not
previously been exercised by Optionee during his lifetime; or
(c) October 25, 2006 being the expiration of ten (10) years from
the date of grant of this option.
5. Representation of Optionee
In the event Optionee exercises his right to purchase any or all of
the shares subject to the Option pursuant to written notice as provided in
Paragraph 3 thereof, such written notice shall provide the further written
representation and warranty of Optionee that, if Optionee exercises the Option
in whole or in a part at a time when there is not in effect under the Securities
Act of 1933 a registration statement relating to the shares issuable upon
exercise of the Option (and available for delivery a prospectus meeting the
requirements of Section 10(a)(3) of said Act), Optionee will acquire such shares
upon such exercise for the purpose of investment and not with a view toward
their resale or distribution, and that upon such exercise, Optionee will furnish
to Company a written statement to such effect, satisfactory to the Company in
form and substance. Any person or persons entitled to exercise such option under
the provisions hereof shall, upon each exercise of the Option at such time,
furnish to the Company a written statement to the same effect, satisfactory to
the Company in form and substance.
6. Reclassification, Consolidation or Merger
If and to the extent that the number of issued shares of common
stock of the Company shall be increased or reduced by change in par value,
split-up, reclassification, distribution of a dividend payable in stock or the
like, the number of shares subject to the incentive stock option, and the option
price per share, shall be proportionately adjusted. If the Company is
reorganized, consolidated or merged with another Corporation, Optionee shall be
entitled to receive options covering shares of such reorganized consolidated or
merged corporation in the same proportion, at an equivalent price, and subject
to the same conditions. For purposes of the preceding sentence, the excess of
the aggregate fair market value of the shares subject to the option immediately
after the reorganization, consolidation or merger over the aggregate option
price of such shares and the new option or assumption of the old option shall
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not give Optionee additional benefits which Optionee did not maintain under the
old option, or deprive Optionee of benefits which he maintained under such old
option.
7. Rights Prior to Exercise of Option
This option is nontransferable by Optionee, except in the event of
Optionee's death as provided in Paragraph 4(b) as hereinabove stated and, during
Optionee's lifetime, is exercisable only by Optionee. Optionee shall have no
rights as a stockholder with respect to the option shares until payment of the
option price in full and delivery to Optionee of such shares as herein provided.
No adjustment shall be made with respect to such shares for which the record
date is prior to the date such shares are issued to Optionee.
8. Binding Effect
This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
9. Captions
The captions and headings used in this Agreement are provided for
convenience purposes only and shall not limit, define or interpret the
provisions of same.
10. Counterparts and Several Execution
This Agreement may be executed in counterparts, which
counterparts, taken together and regardless of the date of execution of same,
shall constitute but one agreement, as if originally so drawn. For this purpose,
the date executed by the Company shall be deemed to be the effective date of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date executed by the Company hereinbelow.
"COMPANY"
SUPERIOR INDUSTTRIES INTERNATIONAL, INC.
Date: October 25, 1996 /s/ R. XXXXXXX XXXXXXXX
_________________________________________
By: R. Xxxxxxx Xxxxxxxx
Its: Vice President & CFO
"OPTIONEE"
Date: October 25, 1996 By /s/ X. XXXX XXXXX
_______________________________________
X. Xxxx Xxxxx
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