QUANEX BUILDING PRODUCTS CORPORATION INITIAL DISTRIBUTION STOCK OPTION AGREEMENT <<Full Name>> Grantee
Exhibit 10.4
INITIAL DISTRIBUTION STOCK OPTION AGREEMENT
<<Full Name>>
Grantee
Grantee
Date of Grant:
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<<Date>>, 2008 | |
Total Number of Shares Granted:
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<<Shares>> | |
Exercise Price per Share:
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<<Price>> | |
Expiration Date:
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<<Expiration>>, 2018 | |
General Vesting Schedule:
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3 years, with vesting in installments of 33 1/3% on the anniversary date of the Date of Grant in each of the years 2009, 2010 and 2011. |
GRANT OF OPTION
| 1. | GRANT OF OPTION. The Compensation Committee of the Board of Directors of Quanex
Building Products Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex
Building Products Corporation 2008 Omnibus Incentive Plan (the “Plan”), hereby grants to you,
the above-named Grantee, effective as of the Date of Grant set forth above, a nonqualified
stock option to purchase the total number of shares set forth above of the Company’s common
stock, $0.01 par value per share, at the exercise price set forth above for each share subject
to this option, subject to adjustment as provided in the Plan. The option is exercisable in
installments in accordance with the Vesting Schedule set forth above with the exercise price
payable at the time of exercise. To the extent not exercised, installments shall be
cumulative and may be exercised in whole or in part until the option terminates. The option
may not be exercised after the Expiration Date, or the applicable date following your
termination of employment specified in this Stock Option Agreement (this “Agreement”). |
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| 2. | TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will apply in
the event your employment with the Company and all Affiliates of the Company (collectively,
the “Company Group”) terminates or a Change in Control of the Company occurs before the
Expiration Date set forth in the Agreement: |
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2.1 Termination Generally. If your employment with the Company Group terminates
before the Expiration Date for any reason, including retirement, other than one of the
reasons described in Sections 2.2 through 2.4 below, all of your rights in the option shall
terminate and become null and void on the earlier of the Expiration Date or 90 days after
the date your employment with the Company Group terminates. Except as specified in Sections
2.2 through 2.4 below, in the event your employment with the Company Group terminates for
any reason, the option shall not continue to vest after such termination of employment. |
2.2 Potential or Actual Change in Control of the Company. |
(i) Termination Without Cause or for Good Reason in Connection With a Potential
Change in Control of the Company Before the Expiration Date. If (a) the Company
Group terminates your employment without Cause (as defined in the Change in Control
Agreement between you and the Company) on or before the third anniversary of the date
of Grant (“Third Anniversary Date”) prior to a Change in Control of the Company
(whether or not a Change in Control of the Company ever occurs) and such termination
is at the request or direction of a person who has entered into an agreement with the
Company the consummation of which would constitute a Change in Control of the Company
or is otherwise in connection with or in anticipation of a Change in Control of the
Company (whether or not a Change in Control of the Company ever occurs) or (b) you
terminate your employment with the Company Group for Good Reason (as defined in the
Change in Control Agreement between you and the Company) on or before the Third
Anniversary Date prior to a Change in Control of the Company (whether or not a Change
in Control of the Company ever occurs), and such termination or the circumstance or
event which constitutes Good Reason occurs at the request or direction of a person
who has entered into an agreement with the Company the consummation of which would
constitute a Change in Control of the Company or is otherwise in connection with or
in anticipation of a Change in Control of the Company (whether or not a Change in
Control of the Company ever occurs), then the option shall become fully exercisable
on the date of the termination of your employment relationship.
(ii) Employment Not Terminated Before a Change in Control of the Company on or
Before the Expiration Date. If a Change in Control of the Company occurs on or
before the Third Anniversary Date and your employment with the Company Group does not
terminate before the date the Change in Control of the Company occurs, then the
option shall become fully exercisable on the date the Change in Control of the
Company occurs.
2.3 Disability. If your employment with the Company Group terminates due to your
Disability, then your option shall continue to vest after such termination of employment
until the earlier of the Expiration Date or three (3) years after the date your employment
with the Company Group terminates as a result of a Disability. |
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2.4 Death. If your employment with the Company Group terminates due to your death,
then your option shall continue to vest after such termination of employment until the
earlier of the Expiration Date or three years after the date of your death. After your
death, your executors, administrators or any person or persons to whom your option may be
transferred by will or by the laws of descent and distribution, shall have the right, at any
time prior to the termination of the option to exercise the option. |
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| 3. | CASHLESS EXERCISE. Cashless exercise, in accordance with the terms of the Plan,
shall be available to you for the shares subject to the option. |
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| 4. | TAX WITHHOLDING. To the extent that the receipt of the option or the Agreement, the
vesting of the option or the exercise of the option results in income to you for federal,
state or local income, employment or other tax purposes with respect to which the Company
Group has a withholding obligation, you shall deliver to the Company at the time of such
receipt, vesting or exercise, as the case may be, such amount of money as the Company Group
may require to meet its obligation under
applicable tax laws or regulations, and, if you fail to do so, the Company Group is
authorized to withhold from the shares subject to the option or from any cash or stock
remuneration then or thereafter payable to you any tax required to be withheld by reason of
such taxable income, sufficient to satisfy the withholding obligation based on the last per
share sales price of the common stock of the Company for the trading day immediately
preceding the date that the withholding obligation arises, as reported in the New York Stock
Exchange Composite Transactions. |
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| 5. | NONTRANSFERABILITY. Except as specified in this Agreement, the option and the
Agreement are not transferable or assignable by you other than by will or the laws of descent
and distribution, and shall be exercisable during your lifetime only by you. You may transfer
this option to a member or members of your immediate family, a trust under which your
immediate family members are the only beneficiaries and a partnership of which your immediate
family members are the only partners. For this purpose, “immediate family” means your spouse,
children, stepchildren, grandchildren, parents, grandparents, siblings (including half
brothers and sisters), and individuals who are family members by adoption. Notwithstanding
any other provision of this Agreement, such a transferee of the option granted under this
Agreement may exercise the option during your lifetime. None of the Company, its employees or
directors makes any representations or guarantees concerning the tax consequences associated
with the inclusion of this provision in this Agreement, your transfer of the option granted
under this Agreement or the transferee’s exercise of the option. It is your sole
responsibility to seek advice from your own tax advisors concerning those tax consequences.
You are entitled to rely upon only the tax advice of your own tax advisors. |
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| 6. | CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the option shall not
affect in any way the right or power of the Company or any company the stock of which is
issued pursuant to the Agreement to make or authorize any adjustment, recapitalization,
reorganization or other change in its capital structure or its business, engage in any merger
or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease,
exchange or otherwise dispose of all or any part of its assets or business, or engage in any
other corporate act or proceeding. |
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| 7. | EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, you shall be considered to
be in the employment of the Company Group as long as you have an employment relationship with
the Company Group. The Committee shall determine any questions as to whether and when there
has been a termination of such employment relationship, and the cause of such termination,
under the Plan and the Committee’s determination shall be final and binding on all persons. |
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| 8. | NO RIGHTS AS A STOCKHOLDER. You shall not have any rights as a stockholder of the
Company with respect to any shares covered by the option until the date of the issuance of
such shares following exercise of the option pursuant to the Agreement and payment for the
shares. |
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| 9. | NOT AN EMPLOYMENT AGREEMENT. The Agreement is not an employment agreement, and no
provision of the Agreement shall be construed or interpreted to create an employment
relationship between Grantee and the Company or any of its Affiliates or guarantee the right
to remain employed by the Company or any of its Affiliates for any specified term. |
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| 10. | SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the
Securities Act of 1933, you consent to the placing on any certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in accordance
with such Act and all applicable rules thereunder. |
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| 11. | REGISTRATION. The Shares that may be issued under the Plan are registered with the
Securities and Exchange Commission under a Registration Statement on Form S-8. |
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| 12. | SALE OF SECURITIES. The Shares that may be issued under this Agreement may not be
sold or otherwise disposed of in any manner that would constitute a violation of any
applicable federal or state securities laws. You also agree that (a) the Company may refuse
to cause the transfer of the Shares to be registered on the stock register of the Company if
such proposed transfer would in the opinion of counsel satisfactory to the Company constitute
a violation of any applicable federal or state securities law and (b) the Company may give
related instructions to the transfer agent, if any, to stop registration of the transfer of
the Shares. |
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| 13. | LIMIT OF LIABILITY. Under no circumstances will the Company Group be liable for any
indirect, incidental, consequential or special damages (including lost profits) of any form
incurred by any person, whether or not foreseeable and regardless of the form of the act in
which such a claim may be brought, with respect to the Plan. |
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| 14. | MISCELLANEOUS. The Agreement and the option are awarded pursuant to and is subject
to all of the provisions of the Plan, which are incorporated by reference herein, including
all amendments to the Plan, if any. In the event of a conflict between this Agreement and the
Plan provisions, the Plan provisions will control. Capitalized terms that are not defined
herein or in the Agreement shall have the meanings ascribed to such terms in the Plan. |
By your acceptance of the option, you agree that the option is granted under, governed by and
subject to the terms of the Plan and this Agreement.
| QUANEX BUILDING PRODUCTS CORPORATION | ||||
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