EXHIBIT (d)(2)
STOCK OPTION AGREEMENT
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OPTIONEE:
GRANT DATE: NUMBER OF OPTION SHARES:
EXPIRATION DATE: EXERCISE PRICE PER SHARE:
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THIS STOCK OPTION AGREEMENT is made between Norstan, Inc. (the "Company"), and
you (the "Optionee"), pursuant to the provisions of the Norstan, Inc. 1995
Long-Term Incentive Plan. Together, the parties agree as follows:
GRANT OF OPTION. The Company grants to the Optionee the right to purchase all or
any part of the total number of shares of Norstan common stock set forth above
(the "Option Shares").
PURCHASE PRICE. The purchase price of the shares of the common stock covered by
this option shall be the Exercise Price per share as stated above.
TERM OF OPTION. The term of this option is ten years beginning on the Grant Date
and continuing until the Expiration Date set forth above, unless earlier
terminated as provided in this document (see "Termination of Employment" and
"Death of Optionee" below).
EXERCISE OF OPTION. Except as otherwise provided in this agreement, this option
will be exercisable in cumulative installments based on the following vesting
schedule:
(1) Up to 33% (one-third) of the Option Shares may be purchased as of
the Grant Date;
(2) Up to 66% (two-thirds) of the Option Shares (less any shares
previously purchased pursuant to this option) may be purchased at any time after
one year from the Grant Date;
(3) Up to 100% of the Option Shares (less any shares previously
purchased pursuant to this option) may be purchased at any time after two years
from the Grant Date.
These Option Shares may be purchased at any time after they vest and prior to
termination of this option by providing to the Company the full purchase price
of such shares including all applicable taxes and exercise documents which are
available through the HR Service Center.*
TERMINATION OF EMPLOYMENT. If the Optionee shall cease to be employed by the
Company (or its Subsidiaries) as a result of retirement (at age 65 or older) or
disability, this option will become fully vested and may be exercised within a
period of one year after such termination of employment, but in no case later
than the Expiration Date. If termination of employment occurs for any other
reason (other than death) than this option may be exercised with respect to
vested shares only within a period of ninety days after such termination of
employment, but in no case later than the Expiration Date.
DEATH OF OPTIONEE. In the event of the death of the Optionee while employed by
the Company or by a subsidiary of the Company, this option will become fully
vested and may be exercised within a period of one year after the date of death,
but in no case later than the Expiration Date. In such event,
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this option shall be exercisable only by the executors or administrators of the
Optionee or by the person or persons to whom the Optionee's rights under the
option shall pass by the Optionee's Will or the laws of descent and
distribution, as applicable.
ADJUSTMENTS. In the event that the Compensation and Stock Option Committee of
the Company (the "Committee") determines, while any portion of this option is
outstanding and unexercised, that a change in capital or organization structure
or other similar corporate event which affects the shares of common stock has
occurred (e.g. stock split, recapitalization, etc.), then the Committee shall,
in such manner as it may deem equitable, adjust (i) the number of common stock
shares subject to this option and/or (ii) the exercise price with respect to
this option. Such adjustments may be required by the Committee in order to
prevent dilution or enlargement of the benefits intended to be made available
under this option.
CHANGE IN CONTROL. In case any Change in Control occurs, this option, if then
outstanding, shall become immediately and fully exercisable (as of the date of
the Change in Control) whether or not otherwise exercisable by its terms. For
the purposes of this option, a Change in Control shall be deemed to occur when
and if:
(1) any Person (meaning any individual, firm, corporation, partnership,
trust or other entity, and includes a "group" (as that term is used in Sections
13(d) and 14(d) of the Act), but excludes Continuing Directors (as defined
below) and benefit plans sponsored by the Company):
(a) makes a tender or exchange offer for any shares of the
Company's outstanding voting securities at any point in time (the "Company
Stock") pursuant to which any shares of the Company's Stock are purchased; or
(b) together with its "affiliates" and "associates" (as those
terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the
"Act")) becomes the "beneficial owner" (within the meaning of Rule 13d-3 under
the Act) of at least 20% of the Company's Stock; or
(2) the shareholders of the Company approve a definitive agreement or
plan to merge or consolidate the Company with or into another unaffiliated
corporation, to sell or otherwise dispose of all or substantially all of its
assets, or to liquidate the Company; or
(3) a majority of the members of the Board become individuals other
than Continuing Directors (as defined below).
A "Continuing Director" means: (a) any member of the Board as of
September 13, 2001, and (b) any other member of the Board, from time to time,
who was (i) nominated for election by the Board or (ii) appointed by the Board
to fill a vacancy on the Board or to fill a newly-created directorship, in each
case excluding any individual nominated or appointed (y) at a Board meeting at
which the majority of directors present are not Continuing Directors or (z) by
unanimous written action of the Board unless a majority of the directors taking
such action are Continuing Directors.
NORSTAN, INC. OPTIONEE
/s/ XXXXX X. XXXXXXX ------------------------
PRESIDENT AND CEO NAME
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o This option is in all respects subject to and governed by all
of the provisions of the Norstan, Inc. 1995 Long-Term
Incentive Plan (the "Plan"). The interpretation and
construction of any provision of the Plan and this option
shall be made by the Committee and shall be final, binding and
conclusive.
o This option is not intended to be and will not be treated as
an "incentive stock option" within the meaning of section 422A
of the Internal Revenue Code of 1986, as amended.
o This option is not transferable by the Optionee.
o Neither the Optionee nor his/her legal representatives will be
deemed to be a holder of any Option Shares for any purpose
until certificates for these shares are issued to him/her
under the terms of this agreement.
o This option will not confer upon the Optionee any right with
respect to continuance of employment by the Company or a
Subsidiary of the Company, nor will it interfere in any way
with the Company's right or the Subsidiary's right to
terminate his/her employment at any time.
* THE NORSTAN, INC. 1995 LONG-TERM INCENTIVE PLAN, THE CURRENT PLAN
PROSPECTUS, AND A FAQ'S SHEET ARE AVAILABLE IN NORNET OR BY CALLING
XXXX XXXXXXX AT 000-000-0000.
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