Exhibit 4.5
TOASTMASTER INC.
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered as of this 28th day of
February, 1997, by and between Toastmaster Inc., a Missouri
corporation (the "Company"), and _____________________ (the
"Optionee").
WITNESSETH:
WHEREAS, on February 25, 1997, the Company approved a
1997 Non-Employee Directors Stock Option Plan (the "Plan")
pursuant to which the Company shall grant, on February 28, 1997,
the third trading day immediately following the date the Plan was
approved (the "Granting Date"), options to purchase shares of
common stock of the Company (the "Common Stock") to "non-employee
directors" (as defined in said Plan) of the Company; and
WHEREAS, the Optionee is a non-employee director of the
Company and shall be granted an option to purchase shares of
Common Stock on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, the parties hereto do hereby
agree as follows:
1. INCORPORATION OF PLAN
All provisions of this agreement and the rights of
the Optionee hereunder are subject in all respects to the
provisions of the Plan.
2. GRANT OF OPTION
Subject to the terms, conditions and provisions
contained in the Plan and this Agreement, the Company hereby
grants to the Optionee as a matter of separate inducement and
agreement in connection with his services, but not in lieu of any
compensation for his services, the right and option (the
"Option") to purchase from the Company, at the times and on the
terms and conditions hereinafter set forth, all or part of an
aggregate of 5,000 shares of Common Stock at the purchase price
of $3.4375 per share. Exercises of this Option may be honored by
issuing authorized and unissued shares of Common Stock.
3. TERM OF OPTION
The Option granted hereunder shall be exercisable
from time to time in whole or in part by the Optionee by the
giving of written notice of exercise to the Company, specifying
the number of shares to be purchased, and by payment of the
purchase price therefor by either (i) cash or certified or
cashier's bank check to the order of the Company, or (ii) shares
of stock of the Company having a fair market value equal to the
purchase price on the exercise date, subject, however, to the
following restrictions:
(a) The Option shall be exercisable within a five
(5) year period beginning on the Granting Date. This option
shall expire five (5) years after the Granting Date. To the
extent that the Optionee does not purchase part or all of the
shares of Common Stock to which he is entitled, this Option shall
expire as to such unpurchased shares.
(b) The Option shall be exercisable in the manner
set forth above, during the lifetime of the Optionee only by him
and may not be exercisable by him unless at the time of exercise
he is a non-employee director of the Company and shall have been
continuously a non-employee director since the Granting Date, or,
if the Optionee's status as a non-employee director with the
Company shall have terminated the Option shall be exercisable
only if exercised prior to the expiration of thirty (30) days
after the date of such termination or prior to five (5) years
after the Granting Date, whichever shall first occur.
(c) The Option shall be exercisable after the
death of the Optionee only if the Optionee shall at the time of
his death have been a non-employee director of the Company and
shall have been continuously a non-employee director since the
Granting Date, and then (i) only by or on behalf of such person
or persons to whom the Optionee's rights under the Option shall
have been passed by the Optionee's will or by the laws of descent
and distribution, and (ii) only if said Option is exercised prior
to the expiration of ninety (90) days after the date of the
Optionee's death or prior to five (5) years after the Granting
Date, whichever shall first occur.
4. NOT A CONTRACT TO CONTINUE STATUS
Nothing herein contained shall be construed as
requiring the Company or its stockholders to continue the status
of Optionee a non-employee director for any specific period.
5. NONASSIGNABILITY
Except as otherwise herein provided, the Option
herein granted and the rights and privileges conferred hereby
shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment, or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of the Option herein granted, or of any right or
privilege conferred hereby, or upon the levy of any attachment or
similar process upon the rights and privileges conferred hereby,
contrary to the provisions hereof, this Option and the rights and
privileges conferred hereby shall immediately become null and
void.
6. ADJUSTMENTS FOR STOCK DIVIDENDS, SPLITS, ETC.
In the event that, prior to the delivery to the
Optionee by the Company of all the shares of the Common Stock in
respect of which this Option is hereby granted, the Company shall
have effected any stock dividend stock split, recapitalization,
combination or reclassification of shares or other similar
transaction, then to the extent necessary to prevent dilution or
enlargement of the Optionee's rights hereunder:
(a) in the event that a net increase shall have
been effected in the number of outstanding shares of Common
Stock, the number of shares remaining subject to this Option
shall be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced, and
(b) in the event that a net reduction shall have
been effected in the number of outstanding shares of Common
Stock, the number of shares remaining subject to this Option
shall be proportionately reduced, and the cash consideration
payable per share shall be proportionately increased.
7. ADJUSTMENTS FOR MERGERS, REORGANIZATIONS, ETC.
If the Company shall become a party to any
corporate merger, consolidation, major acquisition of property
for stock, separation, reorganization or liquidation, the Company
shall have power to make arrangements which shall be binding upon
the Optionee for the substitution of a new Option for this
Option, or for the assumption of this Option, provided that such
arrangements shall meet the requirements of Section 424(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), or such
similar provisions of the Code as may then be in effect.
8. RIGHTS OF OPTIONEE
The Optionee shall not be, nor shall he have any
of the rights or privileges of, a stockholder of the Company in
respect of any of the shares issuable upon the exercise of this
Option unless and until certificates representing such shares
shall have been issued and delivered; except that the Company
shall supply the Optionee with all financial information and
other reports which the Company furnished its stockholders during
the Option period.
9. NOTICE
Any notice required to be given under the terms of
this Agreement shall be addressed to the Company in care of its
secretary at its offices at 0000 Xxxxx Xxxxxxx Xxxxxxxxx,
Xxxxxxxx, Xxxxxxxx 00000, and any notice to be given to the
Optionee shall be addressed to him at the address given beneath
his signature hereto. Either party hereto may from time to time
change the address to which notices are to be sent to such party
by giving written notice of such change to the other party. Any
notice hereunder shall be deemed to have been duly given if and
when addressed as aforesaid, registered and deposited, postage
and registry fee prepaid, in a post office regularly maintained
by the United States Government.
10. BINDING EFFECT
This Agreement shall bind, and, except as
specifically provided herein, shall inure to the benefit of the
respective heirs, legal representatives, successors and assigns
of the parties hereto.
11. GOVERNING LAW
This Agreement and the rights of all persons
claiming hereunder shall be construed and determined in
accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its officers thereunto duly
authorized and its corporate seal to be hereunto affixed, and the
Optionee has hereunto set his hand as of the day and year first
above written.
TOASTMASTER INC.
(CORPORATE SEAL) By____________________________
Name:_______________________
ATTEST: Title:______________________
______________________________
Optionee
Address:___________________
___________________________
___________________________
