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EXHIBIT 99.2
FORM OF STOCK OPTION AGREEMENT IN CONNECTION WITH THE
WHEELGROUP CORPORATION STOCK OPTION PLAN
WHEELGROUP CORPORATION
STOCK OPTION AGREEMENT
WITH
(INSERT NAME)
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THIS AGREEMENT is made and entered into as of ______________________________, by
and between WheelGroup Corporation, a Texas Corporation (hereinafter called
"WheelGroup") and Xxxxx X. Xxxxxxxx (hereinafter called "Employee"), a resident
of the State of Texas. This Stock Option Agreement is governed by the terms of
the 1995 Stock Option Plan. Furthermore WheelGroup and the Employee agree to the
following terms.
1. Number of Optioned Shares -- The Board of Directors of WheelGroup hereby
grants to the Employee a stock option to purchase up to (AMOUNT) shares of
WheelGroup's common stock (hereinafter called "Optioned Shares") from time
to time during the Option Term at a price of $.20 per share.
2. Effective Date of Grant and Option Term -- This option shall have an
Effective Date as of ____________________________ (the commencement of
full-time employment). Options may be exercised to purchase stock in
accordance with the below Dates of Exercise. This agreement has a term of
five years measured from the Effective Date. All options not exercised by
the 5th anniversary date of this agreement expire.
Dates of Exercise -- The Employee may, within the specified Option Term,
purchase the Optioned Shares in accordance with the following schedule:
25% of the Optioned Shares at any time after the expiration of one year from
the Effective Date and
an additional 2.08% of the Optioned Shares for each full month occurring
after the expiration of one year from the Effective Date, until all of
the Optioned Shares are purchasable.
Compliance with Laws and Regulations -- WheelGroup has not registered any of its
shares of stock under any applicable federal or state securities laws.
Resale Restrictions -- The Employee, upon the exercise of options, will be
investing in WheelGroup's stock for his own account and understands that he
bears the economic risk of holding an investment in the Optioned Shares for
an indefinite period of time. The Employee will not sell nor pledge as
collateral the Optioned Shares until they have been either:
a. Subsequently registered under applicable securities laws or
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b. Appropriately deemed as exempt from any applicable registration
Successors and Assignees -- The provisions of this agreement shall inure to the
benefit of and be binding upon the successors, administrators, heirs and
legal representatives of the Employee and the successors and assignees of
the WheelGroup.
Governing Law -- The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, WheelGroup has caused this Agreement to be executed
in duplicate on its behalf by its duly authorized officer and Employee
has also executed this Agreement in duplicate, all as of the day and
year indicated above.
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WHEELGROUP CORPORATION
00000 Xxx Xxxxx, Xxxxx 000 ------------------------------
Xxx Xxxxxxx, Xxxxx 00000 Xxxxx Xxxxxxxx
President
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(NAME)
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Signature
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