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EXHIBIT 10.4
[FORM OF STOCK OPTION AGREEMENT -- OUTSIDE DIRECTORS]
STRATEGIC TIMBER TRUST, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made
and entered into between Strategic Timber Trust, Inc., a Georgia corporation
(the "Company"), and _______________________ ("Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Grant of Option and Effective Date.
1.1 Grant. The Company hereby grants to Optionee pursuant to
the Company's 1999 Omnibus Incentive Plan, as amended (the "Plan"), a stock
option (the or this "Option") to purchase all or any part of an aggregate of
__________________________________________ (______) of the Company's $.01 par
value common shares ("Common Stock") on the terms and conditions set forth
herein and in the Plan as in effect on the Effective Date (as defined below), a
copy of which is attached hereto as Exhibit A and incorporated in this
Agreement. This Option shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code (the "Code"), and all provisions of
this Agreement shall be construed to effect such intent.
1.2 Effective Date. The date this Option is granted is
________________ ("Effective Date").
2. Exercise Price. The exercise price for the shares of Common Stock
covered by this Option shall be __________________________________________
($________) per share ("Exercise Price"), which shall be not less than the fair
market value of a share of Common Stock on the Effective Date.
3. Adjustment and Termination of Options. Subject to the other
restrictions in the Plan and this Agreement, the Company shall adjust the number
and kind of shares and the Exercise Price thereof proportionately for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Common Stock to holders of outstanding shares of Common Stock or
any other increase or decrease in the number of such shares effected without
receipt of consideration by the Company. If the Company shall be the surviving
corporation in any merger or consolidation (other than as a subsidiary of
another corporation), recapitalization, reclassification of shares or similar
reorganization, the Optionee shall be entitled to purchase, at the same times
and upon the same terms and conditions as are provided in this Agreement, the
number and class of shares of stock or other
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securities to which a holder of the number of shares of Common Stock subject to
the Stock Option at the time of such transaction would have been entitled to
receive as a result of such transaction. In the event of a dissolution or
liquidation of the Company, a sale of all or substantially all of the stock or
all or substantially all of the assets of the Company, a direct or indirect
merger or consolidation in which the Company is not the surviving corporation or
survives only as a subsidiary of another corporation, or any other transaction
having a similar result or effect, each outstanding Option shall terminate
except to the extent that another corporation assumes such Option or substitutes
another option or stock incentive therefor.
4. Exercise of Options.
4.1 When Exercisable.
(a) Rate of Exercise. Optionee shall not be
vested with the right to exercise this Option to purchase any shares of Common
Stock ("Shares") until ________________ after the Effective Date. Subject to the
other restrictions in the Plan and this Agreement, Optionee shall acquire the
vested right to exercise this Option to purchase:
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(b) Partial Exercise. Subject to the other
restrictions in the Plan and this Agreement, this Option may be exercised for
all or a part of the Shares with respect to which this Option is exercisable
under Section 4.1(a).
4.2 Method of Exercise; Withholding. Subject to Section 4.1
and the other restrictions in the Plan and this Agreement, this Option is
exercisable from time to time by the Optionee, who shall complete, execute and
deliver to the Company a Form of Exercise of Stock Option (the "Form") in a form
established by the Company from time to time. Except as otherwise provided in
the Plan, the Form shall be accompanied by payment in full for the stock to be
purchased. Payment of the purchase price may be made by delivery of Common Stock
valued at its fair market value on the date of delivery. Upon due exercise of
the Option, subject to the terms and conditions in this Agreement and the Plan,
the Company shall issue in the name of Optionee and deliver to him
certificate(s) for the Shares in respect of which the Option shall have been
exercised, but no Shares will be issued until arrangements satisfactory to the
Company have been made for appropriate income tax withholding.
4.3 Exercise After Termination of Directorship. Upon any
termination of Optionee's status as a director of the Company, this Option may,
to the extent exercisable, be exercised within three months after the date of
such termination. If Optionee dies, this Option may,
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to the extent exercisable, be exercised by a legatee or legatees of the Optionee
under the Optionee's last will, or by the Optionee's personal representatives or
distributees, within twelve months after the Optionee's death. This Section 4.3
shall not extend the term of this Option specified in Section 4.4.
4.4 Option Term.
(a) Termination for Breach. The Option shall
terminate upon the expiration of a 30-day period from the date of written notice
to Optionee of a material breach or default by him of any provision of any
agreement between Optionee and the Company or any subsidiary of the Company
unless such breach or default is remedied within such 30- day period, and no
Option shall be exercisable during any period within which any such material
breach or default is unremedied.
(b) Other Termination. In addition to the
foregoing provisions of this Section 4.4, the Option shall not be exercisable
after the earliest of (i) a dissolution or liquidation of the Company, a sale of
all or substantially all of the stock or all or substantially all of the assets
of the Company, a direct or indirect merger or consolidation in which the
Company is not the surviving corporation or survives only as a subsidiary of
another corporation, or any other transaction having a similar result or effect,
except to the extent that another corporation assumes the Option or substitutes
another option therefor; or (ii) ten years from the Effective Date.
5. Non-transferability of Options. The Option shall not be transferable
or assignable except upon Optionee's death by will or the laws of descent and
distribution and shall be exercisable, during Optionee's lifetime, only by
Optionee.
6. Purchase for Investment; Other Representations of Optionee; Legends.
If the offering of Shares with respect to which the Option is being exercised is
not registered under the Securities Act of 1933, as amended (the "Act"), but an
exemption is available that requires an investment representation or other
representation, Optionee, if electing to purchase Shares, will be required to
represent that such Shares are being acquired for investment and not with a view
to distribution thereof, and to make such other representations as are deemed
necessary by counsel to the Company. Stock certificates evidencing such
unregistered Shares that are acquired upon exercise of the Option shall bear
restrictive legends in substantially the following form and such other
restrictive legends as are required or advisable under the provisions of any
applicable laws:
The shares represented by this stock certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
nor under any state securities laws and shall not be transferred at any
time in the absence of (i) an effective registration statement under
the Act and applicable state securities laws with respect to such
Shares at such time; or (ii) an opinion of counsel satisfactory to the
Company and its counsel, to the effect that such transfer at such time
will not violate the Act or any applicable state securities laws.
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7. Restriction on Issuance of Shares. The Company shall not be
obligated to sell or issue any Shares pursuant to this Agreement if such
issuance would result in the violation of any laws, including the Act or any
applicable state securities laws. If at any time the Company shall determine
that the listing, registration or qualification of the Shares upon any
securities exchange or under any state or federal law is necessary or desirable
as a condition of or in connection with the purchase or delivery of the Shares,
the delivery of any or all Shares may be withheld unless and until such listing,
registration or qualification shall have been effected.
8. Rights as a Stockholder. Optionee shall have no rights as a
stockholder with respect to any Shares covered by the Option until the date of
issuance of a stock certificate for such Shares. Subject to Section 3, no
adjustment shall be made by reason of any dividends, distributions or other
rights granted to stockholders for which the record date is prior to the date
such stock certificate is issued.
9. Severability. In the event that any court of competent jurisdiction
shall determine that any provision of this Agreement is invalid, such
determination shall not affect the validity of any other provision of this
Agreement, which shall remain in full force and effect and which shall be
construed as to be valid under applicable law.
10. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Georgia.
11. Notices. All notices and other communications under this Agreement
shall be in writing, and shall be deemed to have been duly given on the date of
delivery if delivered personally or when received if mailed to the party to whom
notice is to be given, by certified mail, return receipt requested, postage
prepaid, to the following address, or any other address specified by notice duly
given:
To Optionee at:
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To the Company at: Strategic Timber Trust, Inc.
0 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxx, Xxx Xxxxxxxxx 00000
Attention: President
12. Counterparts; Copies. This Agreement may be signed by each party
upon a separate copy and in such case one counterpart of this Agreement shall
consist of enough copies to reflect the signature of each party to this
Agreement. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Agreement or its terms to produce or account for more than one of such
counterparts.
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DULY EXECUTED and delivered by the parties to this Agreement, effective
as set forth above.
STRATEGIC TIMBER TRUST, INC.
By:
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Title:
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OPTIONEE:
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[Signature of Optionee]
Name:
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