EXHIBIT 10.5
DOMINION HOMES, INC.
STOCK OPTION AGREEMENT
(Employee Nonqualified Stock Option)
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Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants an
option (this "Option") to purchase its common shares, without par value (the
"Shares"), to the Optionee named below. The terms and conditions of this Option
are set forth in this Agreement (which includes this cover sheet), in the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan prospectus are
attached.
Option Grant Date: July 1, 2003
Name of Optionee: Xxxxx X. X'Xxxxxx
Number of Shares Covered by Option: 15,000
Exercise Price per Share: $24.24, which is intended to be not less than 100
percent of the Fair Market Value of the Shares on the Option Grant Date
Vesting Schedule: Subject to all of the terms and conditions set forth in this
Agreement and the Plan, your right to purchase Shares under this Option shall
vest as follows: 1/3 of the Shares on each of the 1/st/, 2/nd/ and 3/rd/
Anniversaries of the Option Grant Date. No Shares shall vest in any event after
your employment with the Company and all Subsidiaries ("Service") has Terminated
for any reason.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described in this Agreement and in the Plan.
Optionee: /s/ Xxxxx X. X'Xxxxxx
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Xxxxx X. X'Xxxxxx
Company: By: /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx., Senior Vice President
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DOMINION HOMES, INC.
STOCK OPTION AGREEMENT
(Employees' Nonqualified Stock Option)
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The Plan and Other Agreements
The text of the Plan, as it may be amended from time to time, is incorporated in
this Agreement by reference. This Agreement (which includes the cover sheet) and
the Plan constitute the entire understanding between you and the Company
regarding this Option. Any prior agreements, commitments or negotiations
concerning this Option are superseded. In the event that any provision in this
Agreement conflicts with any term in the Plan, the term in the Plan shall be
deemed controlling. Certain capitalized terms used in this Agreement are defined
in the Plan.
Nonqualified Stock Option
This Option is not intended to qualify as an Incentive Stock Option under
section 422 of the Code and shall be interpreted accordingly.
Vesting
This Option is only exercisable before it expires and then only with respect to
the vested portion of this Option. This Option will vest according to the
Vesting Schedule on the cover sheet.
Term
This Option will expire in any event at the close of business at Company
headquarters on the day before the ten (10) year anniversary of the Option Grant
Date, as shown on the cover sheet. This Option will expire earlier if you
Terminate, as described below.
Regular Termination
If you Terminate for any reason, other than because of your death, Disability or
Retirement or because you were Terminated for Cause, then this Option will
expire at the close of business at the Company's headquarters on the ninetieth
(90/th/) day after your Termination (or, if earlier, the expiration date
specified in the cover sheet). This Option will not continue to vest during such
ninety (90) day period but you may exercise any Shares which were vested as of
your Termination during such ninety (90) day period.
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Terminated for Cause
If you are Terminated for Cause, as determined by the Committee in its sole
discretion, then this Option will immediately expire and you will immediately
forfeit all rights to this Option.
Death
If you Terminate because of your death, then this Option will expire at the
close of business at the Company's headquarters on the date twelve (12) months
after the date of death (or, if earlier, the expiration date specified in the
cover sheet). Your estate or heirs may exercise this Option at any time during
this period.
Disability
If you Terminate because of your Disability, this Option will expire at the
close of business at Company headquarters on the date twelve (12) months after
your Termination (or, if earlier, the expiration date specified in the cover
sheet).
Retirement
If you Terminate because of your Retirement, this Option will expire at close of
business at Company headquarters on the date twelve (12) months after your
Termination (or, if earlier, the expiration date specified in the cover sheet).
Notice of Exercise
When you wish to exercise this Option, you must notify the Company by filing an
appropriate "Notice of Exercise" form at the Company's headquarters. Your notice
must specify how many Shares you wish to purchase (which may not be less than
100 shares or, if smaller, the number of remaining Shares subject to this
Option) and how your Shares should be registered (in your name only or in your
and your spouse's names as joint tenants or as joint tenants with right of
survivorship). Your notice will be effective when it is received by the Company.
If someone else wants to exercise this Option after your death, that person must
prove to the Company's satisfaction that he or she is entitled to do so.
Form of Payment
When you submit your notice of exercise, you must include payment of the
Exercise Price per Share for the Shares you are purchasing. Payment may be made
in cash, a cashier's check or a money order or, you may exercise this Option by
tendering Shares you already have owned for at least six months and that have a
fair market value equal to the Exercise Price per Share for the Shares you are
purchasing.
Withholding Taxes
You will not be allowed to exercise this Option unless you make acceptable
arrangements to pay any withholding or other taxes that may be due as a result
of the exercise of this Option
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or the sale of Shares acquired under this Option.
Restrictions on Exercise and Resale
By signing this Agreement, you agree not to exercise this Option or sell any
Shares acquired under this Option at a time when applicable laws, regulations or
Company or underwriter trading policies prohibit exercise, sale or issuance of
Shares. The Company will not permit you to exercise this Option if the issuance
of Shares at that time would violate any law or regulation. The Company shall
have the right to designate one or more periods of time, each of which shall not
exceed one hundred eighty (180) days in length, during which this Option shall
not be exercisable if the Committee determines in its sole discretion that such
limitation on exercise could in any way facilitate a lessening of any
restriction on transfer pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws with respect to any issuance of
securities by the Company, facilitate the registration or qualification of any
securities by the Company under the Securities Act or any state securities laws,
or facilitate the perfection of any exemption from the registration or
qualification requirements of the Securities Act or any state securities laws
for the issuance or transfer of any securities. Such limitation on exercise
shall not alter the Vesting Schedule set forth on the cover page other than to
limit the periods during which this Option shall be exercisable.
Transfer of Option
Prior to your death, only you may exercise this Option and you may not transfer
or assign this Option except to the Company. For instance, you may not sell this
Option or use it as security for a loan. If you attempt to do any of these
things, this Option will immediately become invalid. You may, however, dispose
of this Option in your will and, if the Company agrees, you may transfer this
Option to a revocable trust for the benefit or your family or to a charitable
organization but only if you contact the Company before this transfer is made.
Regardless of any marital property settlement agreement, the Company is not
obligated to honor a notice of exercise from your spouse, nor is the Company
obligated to recognize your spouse's interest in this Option in any other way.
No Employment Rights
Neither this Option nor this Agreement gives you the right to continue in the
employment of the Company or any Subsidiary. The Company and each Subsidiary
reserves the right to Terminate you at any time and for any reason.
No Shareholder Rights
Neither you, nor your estate or heirs, shall have any rights as a shareholder of
the Company until this Option has been exercised and a certificate for the
Shares being acquired has
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been issued. No adjustments will be made for dividends or other rights if the
applicable record date occurs before the certificate for the Shares is issued,
except as described in the Plan.
Adjustments
The Committee may adjust the number of Shares covered by this Option and the
exercise price per Share under certain circumstances as provided in the Plan.
Notwithstanding anything to the contrary contained in this Agreement, this
Option (and the vesting thereof) shall be subject to the terms of the agreement
of merger, liquidation or reorganization in the event the Company becomes
subject to such corporate activity.
Applicable Law
This Agreement shall be interpreted and enforced under the laws of the State of
Ohio.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described above and in the Plan.
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