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Exhibit 99(f)
STOCK OPTION AGREEMENT
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STOCK OPTION AGREEMENT (this "Agreement"), between ▇.▇. ▇▇▇▇▇▇▇
Corporation, a Delaware corporation (the "Company"), and ______________ (the
"Optionee").
WHEREAS, the Company believes that it is in the best interests of
the Company to encourage stock ownership by those members of its Board of
Directors (the "Board of Directors"), such as the Optionee, who are not
officers, employees or employees of affiliates of the Company, and in
consideration for the continuing service of the Optionee as a member of the
Board of Directors, the Company and the Optionee agree as follows:
1. OPTION TO PURCHASE SHARES.
1.1 GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Company hereby irrevocably grants to the Optionee an option (such
option and all options issued in exchange or substitution for all or part of
this option are collectively referred to herein as the "Option") to purchase
from the Company up to ______ shares (the "Shares") of the Company's Common
stock, $0.01 par value (the "Common Stock"), for a price of $_____ per Share
(the "Exercise Price"). The Option is intended to be a nonqualified option, and
is not subject to the provisions of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). The date of grant of this Option is
_______________.
1.2 EXERCISE OF OPTION.
(a) The Option shall be exercisable at any time on or after
________________, in whole or in part, until the Option Termination Date (as
hereinafter defined); PROVIDED, HOWEVER, that this Option may not be exercised
at any time to purchase fewer than 100 Shares.
(b) If the Optionee wishes to exercise the Option in whole or in
part, the Optionee shall send a written notice in the form of Exhibit A hereto
(the "Notice of Exercise") to the Company, stating that the Option or a portion
thereof is thereby exercised.
(c) Subject to Section 6.1, the Company shall deliver to the
Optionee a certificate or certificates evidencing the Shares to be purchased
upon exercise of the Option, or any portion thereof, as soon as practicable
after receipt of the Notice of Exercise, the Purchase price (as hereinafter
defined) and Withholding Taxes (as hereinafter defined).
(d) The Option shall terminate on _______________ (the "Option
Termination Date") unless it terminates earlier as provided herein.
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1.3 PAYMENTS.
(a) PURCHASE PRICE. Any Notice of Exercise shall be accompanied
by payment of an amount equal to the Exercise Price multiplied by the number of
Shares being purchased (the "Purchase Price"), the payment of which shall take
one of the following forms: (i) full payment in cash or by check payable to the
order of the Company; (ii) through the delivery of shares issuable upon exercise
of the Option having an aggregate "Fair Market Value" (as defined below) on the
date of exercise equal to the Purchase Price; or (iii) a combination of the
consideration provided in the foregoing clauses (i) and (ii). "Fair Market
Value" of a share of Common Stock as of a given date shall be: (A) the closing
price of a share of Common Stock on the principal exchange on which shares of
Common Stock are then trading, if any, on the previous day, or, if shares were
not traded on such previous day, then on the next preceding trading day during
which a sale occurred; (B) if the Common Stock is not traded on an exchange but
is quoted on National Association of Securities Dealers, Inc. ("NASD") Automated
Quotation System ("NASDAQ") or a successor quotation system, (x) the last sale
price (if the Common Stock is then listed as a National Market Issue under the
NASD National Market System) or (y) the mean between the closing representative
bid and asked prices (in all other cases) for the Common Stock on the previous
day as reported by NASDAQ or such successor quotation system; (C) if the Common
Stock is not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Common Stock, on the previous day, as determined in good faith by the
Board of Directors; or (D) if the Common Stock is not publicly traded, the fair
market value established by the Board of Directors acting in good faith.
(b) WITHHOLDING TAXES. Any Notice of Exercise shall also be
accompanied by full payment to the Company of all amounts which, under federal,
sate or local tax law, it is required to withhold upon exercise of the Option
("Withholding Taxes"), the payment of which shall take one of the following
forms: (i) full payment in cash or by check payable to the order of the Company
or (ii) through the delivery of Shares issuable upon exercise f the Option
having an aggregate Fair Market Value on the date of exercise equal to the
Withholding Taxes; or (iii) a combination of the consideration provided in the
foregoing clauses (i) and (ii).
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to Optionee that:
(a) DUE AUTHORIZATION. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby
(including the exercise of the Option) have been duly and validly authorized by
the Board of Directors, and no other corporate proceedings on the part of the
Company are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms.
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(b) SHARES. All Shares, upon issuance pursuant hereto, shall be
duly authorized, validly issued, fully paid and nonassessable, with no personal
liability attached to the ownership thereof, shall be delivered free and clear
of all claims, liens, encumbrances, security interests and charges of any nature
whatsoever and shall not be subject to any preemptive right of any stockholder
of the Company.
(c) GOOD STANDING. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to execute and deliver this
Agreement.
3. TERMINATION OF SERVICE OR DEATH OR DISABILITY.
3.1 TERMINATION OF OPTION. Except to the extent provided in
Section 3.3, the Option, if not exercisable at the time the Optionee ceases to
be a member of the Board of Directors for any reason, shall terminate at such
time.
3.2 EXERCISE OF OPTION. If the Optionee ceases to be a member of
the Board of Directors for any reason other than death or "permanent disability"
(as such term is defined in Section 22(e)(3) of the Code), the Option, if
exercisable at that time, must be exercised (to the extent not previously
exercised) within the one hundred and twenty (120) day period following
termination of such directorship and prior to the Option Termination Date.
Following the end of such one hundred and twenty (120) day period, the Option
shall terminate.
3.3 ACCELERATION UPON DEATH OR PERMANENT DISABILITY. If the
Optionee ceases to be a member of the Board of Directors by reason of the death
or permanent disability of the Optionee (each an "Acceleration Event"), the
Option may be exercised in full (to the extent not previously exercised) within
180 days of the Acceleration Event and prior to the Option Termination Date, (i)
after the Optionee's death by the administrators or executors of the Optionee's
estate or by the person or persons to whom the Optionee's rights under the
Option shall have passed by will or by the applicable laws of descent or
distribution; or (ii) after the Optionee's permanent disability by such Optionee
or by the Optionee's guardian or legal representative.
4. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that
the outstanding shares of Common Stock are hereafter changed into or exchanged
for a different number or kind of shares of capital stock or other securities of
the Company, or of another corporation, by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend, combination of shares or otherwise, then in relation to the Common
Stock that is affected by one or more of the above events, the numbers, rights
and privileges of the shares of Common Stock then included in the Option shall
be increased, decreased or changed in like manner as if they had been issued and
outstanding, fully paid and nonassessable at the time of such occurrence;
provided, however, the Company shall not be required to issue a fractional share
of Common Stock and any adjustment made pursuant to this Section 4 shall be
limited by deleting any fractional share.
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5. NONASSIGNABILITY. No right granted to the Optionee under this
Agreement shall be assignable or transferable, except by will or by the
applicable laws of descent and distribution. Any person or persons to whom the
Optionee's rights under the Option have passed in accordance with the preceding
sentence shall be subject to all terms and conditions of this Agreement. During
the life of the Optionee, all rights granted to the Optionee under this
Agreement shall be exercisable only by the Optionee or by the Optionee's
guardian or legal representative.
6. MISCELLANEOUS.
6.1 RESTRICTIONS. If a Registration Statement under the
Securities Act of 1933, as amended, is not in effect with respect to the Shares
issuable upon the exercise of the Option, or any part thereof, then the
certificates representing such Shares shall bear the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") and,
accordingly, may not be offered, sold or otherwise pledged, hypothecated
or transferred unless (A) pursuant to an effective registration
statement under the Act or (B) an applicable exemption from the
registration requirements of the Act is available."
6.2 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, written and oral,
between the parties with respect to the subject matter hereof.
6.3 AMENDMENTS. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by the parties hereto.
6.4 NOTICES. All Notices to Exercise or other notices, requests,
claims, demands and other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly received if so given) by hand
delivery, telegram, telex or telecopy, or by mail (registered or certified mail,
postage prepaid, return receipt requested) or by any courier service, such as
Federal Express, providing proof of delivery. All communications hereunder shall
be delivered to the respective parties at the following addresses:
If to the Company: ▇.▇. ▇▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
If to the Optionee: At the address give below the Optionee's
signature on the signature page hereof,
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or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
6.5 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
6.6 NO RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any
other person exercising this Option pursuant to Section 5 shall have any of the
rights of a stockholder of the Company with respect to the Shares subject to the
Option until the issuance of a stock certificate to him or her for such Shares.
Except as provided in Section 4, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is issued.
6.7 DEFINITION. The term "Shares," as used herein, shall also
mean, to the extent applicable, any other securities or properties receivable
upon exercise of the Option.
6.8 STOCKHOLDER APPROVAL. Notwithstanding anything in this
Agreement to the contrary, this Option shall not be exercisable until such time
as the stockholders of the Company shall have ratified and approved this
Agreement in accordance with the Company's Restated Certificate of
Incorporation, as amended, the Company's By-Laws and the Securities Exchange Act
of 1934, as amended, and the rules and regulation promulgated hereunder and the
rules and regulations of any national securities exchange on which the Common
Stock is listed or if the Common stock is not listed on an exchange but is
quoted on NASDAQ, the rules and regulations of NASDAQ.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be duly executed as of the day and year first above written.
▇.▇. ▇▇▇▇▇▇▇ CORPORATION
By: ______________________________
Name: ____________________
Title: ____________________
[OPTIONEE]
__________________________________
Address of the Optionee:
___________________________
___________________________
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Schedule to Exhibit 99(f)
Director Stock Option Agreements
DIRECTOR NUMBER OF CARDINAL EXERCISABLE EXERCISE TERMINATION
EXCHANGE OPTIONS AS OF PRICE DATE
▇▇▇▇ ▇▇▇▇▇ 11,400 January 1, 1998 $47.77 December 5, 1998
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 11,400 January 1, 1998 $47.77 December 5, 1998
▇▇▇▇ ▇▇▇▇▇▇▇ 11,400 January 1, 1998 $47.77 December 5, 1998
▇▇▇▇▇ ▇▇▇▇▇ 11,400 January 1, 1998 $47.77 December 5, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ 11,400 January 1, 2000 $52.89 January 1, 2007
