Date of Xxxxx: February 4th , 1992
RIVERSIDE GROUP, INC
NONOUALIFIED STOCK OPTION AGREEMENT
Xxxxxxx X. Xxxxxxxxx
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxxx:
Pursuant to the Riverside Group, Inc. Nonqualified Stock Option Plan
(the "Plan") adopted by Riverside Group, Inc. (the "Corporation") on
November 19, 1985, you are hereby notified that the Nonqualified Stock Option
Committee of the Corporation (the "Committee") administering the Plan has
granted you an option to purchase stock of the Corporation.
The option granted to you is to purchase 30,000 shares of the $0.10 par
value Common Stock of the Corporation ("Common Stock") at the price of
$7.25 per share, subject to the terms and conditions herein expressed. The
date of grant of this option is the date of this notice, and it is the
determination of the Committee that on this date the fair market value of
Common Stock is no less than $7.25 per share.
A copy of the Plan is available at the Corporation's offices during
normal business hours for your review, and you can request a copy of the
Plan for no charge from the Corporation's Secretary. This option is
subject to and governed by the terms of the Plan and any amendments thereto
and the terms thereof are hereby incorporated by reference.
This option is in all respects limited and conditioned as provided in
the Plan, and the following:
a. Subject to the provisions of paragraph b hereof, this option may
be exercised by you, but only by you during your lifetime, at anytime
during the period beginning on the date of grant and ending the date
three months after the date you no longer are an employee or director of
the Corporation or an affiliate thereof.
b. If you become totally and permanently disabled while this option
is exercisable by you, this option may be exercised by you at any time
prior to the date one year after the date of your disability. If you die
while this option is exercisable by you, this option may be exercised by
the personal representative of your estate, or by the person to whom
such right devolves from you by reason of your death, at any time the date
one year after the date of your death. The number of shares for which this
option is exercisable after your death or disability shall be the same as
the number for which this option was exercisable on the date of your death
or the date your disability commenced.
c. Notwithstanding anything to the contrary contained herein,
whether this option is exercised by you or by any other party,
including your personal representative or heirs after your death, this
option must be exercised, if at all, within ten years from the date of
grant.
d. This option is nontransferable, other than in the case of your death
according to the terms of your will or the provisions of applicable laws of
descent and distribution.
e. In the event that the right to exercise this option is passed by
reason of your death to the personal representative of your estate, or to a
person to whom such right devolves by reason of your death, then this
option shall be nontransferable in the hands of the personal representative
or of such person except that this option may be distributed by the
personal representative or administrator to the distributees of your estate
as a part of your estate.
f. This option is subject to the requirement that if at any time the
Board of Directors of the Corporation shall determine, in its sole
discretion, that the listing,registration or qualification of the shares of
Common Stock subject to this option upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of this option or the issue or purchase
of shares under this option, this option may not be exercised in whole or
in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained, free of any
conditions not acceptable to the Board of Directors of the Corporation.
g. You agree to make an election under Section 83(b) of the Internal
Revenue Code of 1986 (as amended from time to time) and if the Corporation
determines that the Corporation or one of its affiliates may be obligated
to withhold for taxes in connection with the exercise of this option or
the disposition of the shares of Common Stock received thereunder, you
shall pay the Corporation such amount as it determines is necessary to
satisfy such withholding obligation and the Corporation agrees the amount
paid shall be used to satisfy the withholding of tax obligation.
h. In the event of an increase or decrease in the number of shares of
Common Stock outstanding resulting from a subdivision or consolidation of
shares or any other increase or decrease in the number of shares of Common
Stock outstanding effected without receipt of consideration by the
Corporation, the number of shares of Common Stock covered by this option
and the price per share thereof shall be equitably adjusted by the
Committee to reflect such change. Additional shares which may be credited
pursuant to such adjustment shall be subject to the same restrictions as
are applicable to the shares with respect to which the adjustment relates.
In the event of the sale by the Corporation of substantially all of
its assets and the consequent discontinuance of its business, or in the
event of a merger, consolidation or liquidation of the Corporation, the
Committee may at the time of adoption of the plan for sale, merger,
consolidation or liquidation provide for an acceleration of the exercise
date of this option, for the complete termination of this option
or for the continuance of this option only to the extent that it is
exercisable as of the date of adoption by the Corporation's Board
of Directors of such plan; provided, however that if the Committee
provides for continuance of this option, the Committee shall give
you either (i) a reasonable time within which to exercise this option
prior to the effectiveness of such sale, merger, consolidation or
liquidation, or (ii) the right to exercise this option as to an
eauivalent number of shares of stock of the corporation succeeding
the Corporation by reason of such sale, merger, consolidation or
liquidation. This option shall not limit in any way the right or power
of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to
merge or consolidate or to dissolve, licuidate, sell or transfer all or
any part of its business or assets.
i. This option may be exercised by delivery to the Riverside Group, Inc.
Nonqualified Stock Gption Committee, c/o X. Xxxxxx Xxxxxx, 00 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, 00000, or such person and address as the
Committee may from time to time direct, all of the following prior to the
time when this option expires:
(i) Notice in writing signed by you or any other person then entitled
to exercise this option stating that this option or any portion hereof
is exercised; provided this option may not be exercised for fractional
shares of Common Stock; and
(ii) Payment in full for the shares as to which exercise is made by
U. S. dollars in cash or by check.
j. You acknowledge that the interpretation and construction by the
Committee of any provisions of the Plan or of this option
shall be final and conclusive.
In the event that you have any questions regarding this option or the
Plan, please direct your inquires in writing to the Committee. Further,
please evidence your acceptance of this option and your agreement to be bound
by the terms of this letter and the Plan by signing your name in the space
provided on the copy of this letter enclosed herein and return it to
the Committee, c/o X. Xxxxxx Xxxxxx, 00 Xxxx Xxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx, 00000.
Very truly yours,
NONQUALIFIED STOCK OPTION CONMITTEE
By /s/ X. Xxxxxx Xxxxxx
---------------------
Accepted:
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Date of Grant: October 2, 1993
RIVERSIDE GROUP, INC.
NONOUALIFIED STOCK OPTION AGREEMENT
Xx. Xxxxxx Xxxxxxx
0000 Xxxxxxx Xxxxxxx #000
Xxxxxxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxx:
Pursuant to the Riverside Group, Inc. Nonqualified Stock Option Plan
adopted by Riverside Group, Inc. (the "Corporation") on November 19, 1985 and
amended and restated on February 28, 1989, (the "Plan"), you are hereby
notified that the Nonqualified Stock Option Committee of the Corporation (the
"Committee") administering the Plan has granted you an option to purchase
stock of the Corporation.
The option granted to you is to purchase 20,000 shares of the $0.10 par
value Common Stock of the Corporation ("Common Stock") at the price of $6.00
per share, subject to the terms and conditions herein expressed. The date of
grant of this option is the date of this notice, and it is the determination
of the Committee that on this date the fair market value of Common Stock is
no less than $6.00 per share.
A copy of the Plan is available at the Corporation's offices during
normal business hours for your review, and you can request a copy of the Plan
for no charge from the Corporation's Secretary. This option is subject to
and governed by the terms of the Plan and any amendments thereto and the
terms thereof are hereby incorporated by reference.
This option is in all respects limited and conditioned as provided in
the Plan, and the following:
a. Subject to the terms and conditions of this Agreement, this option
may be exercised by you, but only by you during your lifetime, at anytime
during the period beginning on October 2, 1994 (see below regarding
earlier exercise on termination of employment without cause by Wickes
Lumber Company ("Wickes")) and ending the date three months after the date
you no longer are an employee or director of the Corporation or an
affiliated company thereof. "Affiliated company" status is determined by
the Committee on the basis of direct or indirect ownership of your employer
in relation to the Corporation. If Wickes should terminate your
employment without cause prior to October 2, 1994, then this option shall
become immediately exercisable. Wickes has been determined by the
Committee to currently be an "affiliated company". Xxxxxx'x status as an
"affiliated company" will terminate when the Committee determines in its
sole discretion that Wickes should no longer be treated as an "affiliated
company"' of the Corporation and you are given notice thereof. This
termination may be a result of a direct or indirect change in ownership
of Wickes.
b. If you become totally and permanently disabled while this option
is exercisable by you this option may be exercised by you at any time
prior to the date one year after the date of your disability. If you die
while this option is exercisable by you, this option may be exercised by
the personal representative of your estate, or by the person to whom such
right devolves from you by reason of your death, at any time prior to the
date one year after the date of your death. The number of shares for which
this option is exercisable after your death or disability shall be the same
as the number for which this option was exercisable on the date of your
death or the date your disability commenced.
c. Notwithstanding anything to the contrary contained herein, whether
this option is exercised by you or by any other party, including your
personal representative or heirs after your death, this option must be
exercised, if at all, within ten years from the date of grant.
d. This option is nontransferable, other than in the case of your death
according to the terms of your will or the provisions of applicable
laws of descent and distribution.
e. In the event that the right to exercise this option is passed by
reason of your death to the personal representative of your estate, or to
a person to whom such right devolves by reason of your death, then this
option shall be nontransferable in the hands of the personal representative
or ofsuch person except that this option may be distributed by the personal
representative or administrator to the distributees of your estate as a
part of your estate.
f. This option is subject to the requirement that if at any time the
Board of Directors of the Corpora tion shall determine, in its sole
discretion, that the listing, registration or qualification of the shares
of Common Stock subject to this option upon any securities exchange or
under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of this option or the issue or
purchase ofshares under this option, this option may not be exercised in
whole or in part unless such listing registration qualification, consent
or approval shall have been effected or obtained, free of any conditions
not acceptable to the Board of Directors of the Corporation.
g. You agree to make an election under Section 83(b) of the Internal
Revenue Code of 1986 (as amended from time to time) and if the Corporation
determines that the Corporation or one of its affiliates may be obligated
to withhold for taxes in connection with the exercise of this option or
the disposition of the shares of Common Stock received thereunder, you
shall pay the Corporation such amount as it determines is necessary to
satisfy such withholding obligation and the Corporation agrees the amount
paid shall be used to satisfy the withholding of tax obligation.
h. In the event of an increase or decrease in the number of shares of
Common Stock outstanding resulting from a subdivision or consolidation of
shares or any other increase or decrease in the number of shares of
Common Stock outstanding effected without receipt of consideration by the
Corporation the number of shares of Common Stock covered by this option
and the price per share thereof shall be equitably adjusted by the
Committee to reflect such change. Additional shares which may be credited
pursuant to such adjustment shall be subject to the same restrictions as
are applicable to the shares with respect to which the adjustment relates.
In this event of the sale by the Corporation of substantially all of its
assets and the consequent discontinuance of its business, or in the event
of a merger, consolidation or liquidation of the Corporation, the
Committee may at the time of adoption of the plan for sale merger,
consolidation or liquidation provide for an acceleration of the exercise
date of this option for the complete termination of this option or for the
continuance of this option only to the extent that it is exercisable as of
the date of adoption by the Corporationns Board of Directors of such plan;
provided, however that if the Committee provides for continuance of this
option, the Committee shall give you either (i) a reasonable time within
which to exercise this option prior to the effectiveness of such sale,
merger, consolidation or liquidation or (ii) the right to exercise this
option as to an equivalent number of shares of stock of the corporation
succeeding the Corporation by reason of such sale, merger, consolidation
or liquidation. This option shall not limit in any way the right or power
of the Corporation to make adjustments reclassification, reorganizations
or changes of its capital or business structure or to merge or consolidate
or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
i. This option may be exercised by delivery to the Riverside Group, Inc.
Nonqualified Stock Option Committee, c/o X. Xxxxxx Xxxxxx, 0000 Xxxxxxx
Xxxxxxx #000 Xxxxxxxxxxxx, Xxxxxxx 00000, or such person and address as
the Committee may from time to time direct all of the following prior to
the time when this option expires:
(i)Notice in writing signed by you or any other person then entitled
to exercise this option stating that this option or any portion hereof is
exercised; provided this option may not be exercised for fractional shares
of Common Stock; and
(ii)Payment in full for the shares as to which exercise is made by
U.S. dollars in cash or by check.
j. You acknowledge that the interpretation and con struction by the
Committee of any provisions of the Plan or of this option shall be final
and conclusive.
In the event that you have any questions regarding this option
or the Plan please direct your inquires in writing to the Committee.
Further, please evidence your acceptance of this option and your agreement to
be bound by the terms of this letter and the Plan by signing your name in the
space provided on the copy of this letter enclosed herein and return it to
the Committee, c/o X. Xxxxxx Xxxxxx, 0000 Xxxxxxx Xxxxxxx #000,
Xxxxxxxxxxxx, Xxxxxxx 00000.
Very truly yours,
NONQUALIFIED STOCK OPTION COMMITTEE
By: /s/ X. Xxxxxx Xxxxxx
--------------------
Title:
Accepted:
/s/ Xxxxxx Xxxxxxx
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