EXHIBIT 10.12
Form and Description of Nonqualified Stock Option Agreements dated April 30,
1997
Agreements between the Company and the following individuals are identical:
D. Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxx
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XXXXXX-XXXXX PROPERTIES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
A nonstatutory stock option (the "Option") is hereby granted by
Xxxxxx-Xxxxx Properties, Inc.,, a Delaware corporation (the "Company"), to the
employee named below (the "Employee"), with respect to common stock of the
Company, $.01 par value per share ("Common Stock"), subject to the following
terms and conditions:
1 . Subject to the provisions set forth herein and the terms and
conditions of the Xxxxxx-Xxxxx Properties, Inc. 1994 Stock Option and Incentive
Plan (the "Plan"), the terms of which are hereby incorporated by reference, and
in consideration of the agreements of Employee herein provided, the Company
hereby grants to Employee an Option to purchase from the Company the number of
shares of Common Stock, at the purchase price per share, and on the schedule,
all as set forth below. Any capitalized term not otherwise defined in this
Agreement shall have the meaning given to such term in the Plan. The terms and
conditions of exercise of the Option and the payment of the Purchase price are
as provided at Section 5 of the Plan. Upon the exercise of an Option, the
Committee shall have the right to require the Employee to remit to the Company,
in any such manner or combination of manners permitted under the terms of the
Plan, an amount sufficient to satisfy all federal state and local withholding
tax requirements prior to the delivery by the Company of any certificate for
shares of Common Stock.
Name of Employee: Xxxxx Xxxxxxxxx
Date of Grant: April 30, 1997
Number of Shares Subject to Option: 25,250
Exercise Price Per Share: $12.25
Reload Option: (Yes) or (No)
Vesting and Exercise Schedule:
Exercise Period
Number of Vesting Expiration
Shares Date Date
12,200 April 30, 1998 April 30, 2007
4,350 April 30, 1999 April 30, 2007
4,350 April 30, 2000 April 30, 2007
4,350 April 30, 2001 April 30, 2007
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2. The exercise of the Option is conditioned upon the acceptance by
Employee of the terms hereof and the Plan as evidenced by his or her execution
of this Agreement and the return of an executed copy to the Secretary of the
Company no later than May 30, 1997.
If Employee's employment with the Company and all Subsidiaries is
terminated by reason of death or Disability, as that term is defined in Section
22(e)(3) of the Code or as may be otherwise by the Committee, the vested portion
of the Option shall remain exercisable for a period of six months following the
date of such termination of employment (or such longer period as the Committee
shall specify at any time) or until the expiration of the stated term of the
Option as set forth in paragraph 1 hereof (the "Expiration Date") if earlier. If
Employee's employment with the Company and all Subsidiaries is terminated under
any circumstance other than for Cause, the vested portion of the Option shall
remain exercisable for a period of three months from the date of such
termination of employment (or such longer period as the Committee shall specify
at any time) or until the Expiration Date, if earlier. If Employee's employment
with the Company and all Subsidiaries is terminated for Cause, the Option shall
terminate immediately and be of no further force and effect; provided, however,
that the Committee may, in its sole discretion, provide that the Option can be
exercised for up to thirty (30) days from the date of termination of employment
or until the Expiration Date, if earlier.
Written notice of an election to exercise any portion of the Option,
specifying the portion thereof being exercised and the exercise date, shall be
given by Employee, or his personal representative in the event of Employee's
death, (i) by delivering such notice to the Secretary of the Company at the
principal executive offices of the Company or (ii) by delivering such notice to
a broker-dealer with a copy to the Secretary of the Company.
If expressly permitted in the schedule set forth in paragraph 1 above,
the Option set forth herein shall include a so-called "reload" feature pursuant
to which the Employee exercising an Option pursuant to this paragraph 2 shall
automatically be granted an additional Option with an exercise price equal to
the Fair Market Value of the Common Stock on the date the additional Option is
granted and with the same expiration date as the original Option being
exercised, and with such other term as the Committee may provide, to purchase
that number of shares of the Common Stock equal to the number delivered to
exercise the original Option. If not expressly permitted in the schedule set
forth in paragraph I above, the Option granted in this Agreement shall not
include such a "reload" feature.
3. In the event of a Change in Control as defined in the Plan, the
Option shall automatically become fully exercisable, notwithstanding any
provision in the Plan or herein to the contrary.
4. The Option may be exercised only by Employee during his lifetime and
may not be transferred other than by will or the applicable laws of descent or
distribution. The Option shall not otherwise be transferred, assigned, pledged
or hypothecated for any purpose whatsoever and is not subject, in whole or in
part, to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge or hypothecation or other disposition of the Option, other than
in accordance with the terms set forth herein, shall be void and of no effect.
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5. Neither Employee nor any other person entitled to exercise the
Option under the terms hereof shall be, or have any of the rights or privileges
of, a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the Option, unless and until the purchase price for such
shares shall have been paid in full.
6. In the event the Option shall be exercised in whole, this Agreement
shall be surrendered to the Company for cancellation. In the event the Option
shall be exercised in part, or a change in the number or designation of the
Common Stock shall be made, this Agreement shall be delivered by Employee to the
Company for the purpose of making appropriate notation thereon, or of otherwise
reflecting, in such manner as the Company shall determine, the partial exercise
or the change in the number of designation of the Common Stock.
7. The Option shall be exercised in accordance with such administrative
regulations as the Committee shall from time to time adopt.
8. The Option and this Agreement shall be construed, administered and
governed in all respects under and by the laws of the State of North Carolina.
XXXXXX-XXXXX PROPERTIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Title: Vice President
The undersigned hereby accepts the foregoing Option and the terms and
conditions hereof.
/s/ D. Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
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