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Exhibit 10.32
XXXXXXXX CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
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Xxxxxxxx Corporation, a Missouri corporation (the "Company") and the
person designated in Section 1 below (the "Optionee"), hereby agree as
follows:
SECTION 1. BASIC TERMS.
Name of Optionee: XXX X. XXXXXX
Number of Shares Subject to Option: 100,000
Option Price/Base Price Per Share: $21.9375
Grant Date of Option: JANUARY 2, 1998
Expiration Date of Option: JANUARY 2, 2005
Table Regarding Exercisability:
LOT NUMBER DATE OF FIRST
NO. OF SHARES EXERCISABILITY
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1 33,333 JANUARY 2, 1999
2 33,333 JANUARY 2, 2000
3 33,334 JANUARY 2, 2001
SECTION 2. ENTIRE AGREEMENT. This Agreement consists of the provisions
set forth on this cover page and the further provisions set forth on the
following pages. The Optionee represents that he or she has read and
understood such further provisions, which are binding on the parties as if
set forth on this cover page.
IN WITNESS WHEREOF, the parties have executed this Stock Option
Agreement in duplicate as of the Grant Date.
XXXXXXXX CORPORATION
By /s/ Xxxxx X. Xxxxxxxx, Xx. /s/ Xxx X. Xxxxxx
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Chairman of the Compensation Xxx X. Xxxxxx, Optionee
and Organization Committee
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XXXXXXXX CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (hereinafter "Agreement")
dated as of the 2nd day of January 1998, represents the agreement regarding
the grant of a stock option by and between Xxxxxxxx Corporation (hereinafter
"Company") and Xxx X. Xxxxxx (hereinafter "Optionee").
1. GRANT OF OPTION. Company hereby grants to Optionee the right,
privilege and option to purchase the number of shares of Common Stock
of Company at an exercise price per share, both as reflected in the
cover page, in the manner and subject to the conditions provided
herein. This option is not intended to be an Incentive Stock Option
("ISO"), as defined in Section 422 of the Internal Revenue Code of
1986, as amended.
2. TIME OF FIRST EXERCISABILITY OF OPTION. This Option shall become
exercisable as provided in the cover page, provided however that (a)
if Optionee's status as an employee of Company ends before the
Expiration Date specified in the cover page by reason of death or
Disability, then the Option will be exercisable in full by Optionee or
Optionee's Post-Death Representative on the date of the Optionee's
termination of employment due to death or Disability or (b) if any of
the events set forth in the first paragraph of Section 4.2 of
Optionee's Employment Agreement Dated December 12, 1997 (the
"Employment Agreement") occurs, then the Option will be exercisable in
full by Optionee as of the Entitlement Date (as defined in the
Employment Agreement). In each of the above-described circumstances,
the Option shall continue to be exercisable until such Option
terminates pursuant to the applicable provision of Section 3.b. of
this Agreement.
3. INCORPORATION OF STOCK PLAN. The following material terms are
applicable to this Option:
A. METHOD OF EXERCISE OF OPTION. This 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 Company stating the
number of shares with respect to which the Option is being
exercised, accompanied by payment (i) in cash, or (ii) in the
discretion of the Compensation Committee, by either (1) the delivery
to Company of shares of Common Stock then owned by Optionee having a
fair market value equal to the aggregate exercise price of all
shares of Common Stock subject to such exercise, or (2) the
direction to Company to withold from the number of shares of Common
Stock otherwise issuable upon exercise of the Option that number of
shares of Common Stock having an aggregate fair market value on the
date of exercise equal to the aggregate exercise price of all shares
of Common Stock subject to such exercise, or (3) by any combination
of (i) and (ii)(1) or (ii)(2) hereof.
B. TERMINATION OF OPTION. This Option shall terminate in all
events on the
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earliest of
(i) January 2, 2005, or
(ii) the later of three months after the date on which Optionee
ceases to be an employee of the Company for any reason
other than death or Disability, or, if Optionee dies
within the three-month period after such termination of
employment, then three months after his death, or
(iii) twelve months after the date on which Optionee ceases to
be an employee of the Company due to death, or
(iv) the later of twelve months after the date on which
Optionee ceases to be an employee of the Company due to
Disability or, if Optionee dies within the twelve-month
period after his termination of employment due to
Disability, then three months after his death.
C. NON-TRANSFERABILITY OF OPTION. This Option is
non-transferable by Optionee except by will or the laws of
descent and distribution or to a Permissible Transferee (as
defined below), and shall be exercisable during Optionee's
lifetime only by Optionee or by a Permissible Transferee. In
the event of Optionee's death, a Permissible Transferee or the
Post-Death Representative (as defined below), as applicable, may
exercise this Option. For purposes of this Agreement, the term
"Permissible Transferee" shall mean: (i) one or more members of
Optionee's immediate family, (ii) one or more trusts for the
benefit of Optionee and one or more members of Optionee's
immediate family; or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other
entities in which the aggregate interests of the Optionee and
members of the Optionee's immediate family exceeds 80% of all
interests. For purposes of this definition, "immediate family"
consists of Optionee's spouse, children and grandchildren. For
purposes of this Agreement, the term "Post-Death Representative"
shall mean the administrator, executor or personal
representative of Optionee's estate or the heirs or distributees
of optionee's assets after Optionee's death, either by will or
the laws of decent and distribution.
D. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the
event of the payment of a stock dividend, a split-up or
consolidation of shares, or any like capital adjustment of
Company then to the extent the Option hereunder remains
outstanding and unexercised, there shall be a corresponding
adjustment as to the number of shares covered under this Option,
and in the exercise price per share, to the end that Optionee
shall retain Optionee's proportionate interest without change in
the total exercise price under this Option.
4. TAXES. The Company shall be entitled to withhold the amount of any tax
attributable to any amounts payable or share deliverable under this
Agreement after
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giving the person entitled to receive such payment or delivery notice as
far in advance as practicable, and the Company may defer making payment
or delivery under this Agreement if any such tax is payable until
arrangements with respect to the withholding of applicable taxes is made
to the Company's satisfaction. The person entitled to any such payment
or delivery may, by notice to the Company at the time the requirement for
such payment or delivery is first established, elect to have such
withholding satisfied by the reduction in the number of shares otherwise
so deliverable pursuant to this Agreement, such reduction to be
calculated based upon the closing market price of the Company's Common
Stock as reported on the NYSE Composite Tape on the date of such notice.
5. TENURE. Optionee's right, if any, to continue to serve the Company
and its subsidiaries as an officer, employee, director or otherwise,
shall not be enlarged or otherwise affected by his designation as an
Optionee under this Agreement.
6. AMENDMENT AND MODIFICATION. The terms and conditions applicable to
this Agreement may be amended or modified only by the mutual agreement
of the Company or such other person as may then have an interest
therein.
7. OPTION CONDITIONED ON ACCEPTANCE. This Agreement shall be void
and of no effect unless a copy hereof is executed by Optionee and
returned to the Office of General Counsel of Company not later than 30
days after the day this Agreement is mailed or delivered to Optionee,
provided however that if Optionee dies within such 30-day period this
Agreement shall be effective notwithstanding the fact that it is not
executed by Optionee.
