EXHIBIT 10.21.1
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
1996 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated December 2, 1999, is made by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Corporation, a Delaware corporation, hereinafter referred to as the "Company,"
and *, an employee of Company or a Subsidiary of Company, hereinafter referred
to as "Employee" or "Optionee."
WHEREAS, Company wishes to afford Employee the opportunity to purchase shares of
its $1.00 par value common stock under the terms of the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Corporation 1996 Stock Incentive Plan.
WHEREAS, the Compensation and Executive Personnel Committee of the Company's
Board of Directors (hereinafter referred to as the "Committee"), appointed to
administer said Plan, has determined that it would be to the advantage and best
interest of Company and its shareholders to grant the Option provided for herein
to Employee as an inducement to remain in the service of Company or its
Subsidiaries and as an incentive for increased efforts during such service;
WHEREAS, the Committee has advised the Company of its determination and
instructed the undersigned officers to issue said Option, which is a
Non-Qualified Stock Option, as authorized under the Plan;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, Company and Employee do hereby agree as follows:
ARTICLE I
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DEFINITIONS
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Whenever the following terms are used in this Agreement they shall have the
meaning specified below unless the context clearly indicates to the contrary.
Terms not defined herein shall have the meaning specified in the Plan, unless
the context clearly indicates to the contrary.
1.1 Beneficiary
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"Beneficiary" shall mean a person properly designated by the Employee,
including his/her spouse or heirs at law, to exercise such Employee's
rights under the Plan. Designation, revocation and redesignation of
Beneficiaries must be made in writing in accordance with rules established
by the Committee and shall be effective upon delivery to the Committee.
1.2 Change of Control
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"Change of Control" shall have the meaning as set forth in the Plan.
1.3 Option
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"Option" shall mean the option to purchase common stock of the Company
granted under this Agreement pursuant to the Plan.
__________________________
* Refer to attached Notice
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1.4 Plan
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The "Plan" shall mean the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation 1996 Stock Incentive
Plan.
1.5 Pronouns
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The masculine pronoun shall include the feminine and neuter, and the
singular and plural, where the context so indicates.
1.6 Secretary
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"Secretary" shall mean the Secretary of the Company.
1.7 Subsidiary
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"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing
50 percent or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
1.8 Termination of Employment
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"Termination of Employment" means the termination of the participant's
employment with the Company or an Affiliate. A participant employed by an
Affiliate shall also be deemed to incur a Termination of Employment if the
Affiliate ceases to be a subsidiary, as the case may be, and the
participant does not immediately thereafter become an employee of the
Company or an Affiliate. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the Company and
Affiliates shall not be considered Terminations of Employment. The
Committee, in its absolute discretion, shall determine the effect of all
other matters and questions relating to Termination of Employment.
ARTICLE II
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GRANT OF OPTION
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2.1 Grant of Option
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In consideration of Employee's agreement to remain in the employ of Company
or its Subsidiaries and for other good and valuable consideration, on the
date hereof the Company irrevocably grants to Employee the Option to
purchase any part or all of an aggregate of * shares of its $1.00 par value
common stock upon the terms and conditions set forth in this Agreement.
Such Option is granted pursuant to the Plan and shall also be subject to
the terms and conditions set forth in the Plan.
2.2 Purchase Price
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The purchase price of the shares of stock covered by the Option shall be
Fifty-Nine and 1563/10000 dollars ($59.1563) per share without commission
or other charge.
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2.3 Consideration to Company
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In consideration of the granting of this Option by the Company, the
Employee agrees to render faithful and efficient service to the Company or
a Subsidiary, with such duties and responsibilities as the Company shall
from time to time prescribe, for a period of at least one (1) year from the
date this Option is granted. Nothing in this Agreement or in the Plan shall
confer upon the Employee any right to continue in the employ of the Company
or any Subsidiary or shall interfere with or restrict in any way the rights
of the Company and its Subsidiaries, which are hereby expressly reserved,
to discharge the Employee at any time for any reason whatsoever, with or
without good cause. Nor shall it interfere with or restrict in any way,
other than the forfeiture of all rights under this Agreement, the right of
the Employee voluntarily to terminate his employment with the Company or a
Subsidiary.
ARTICLE III
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PERIOD OF EXERCISABILITY
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3.1 Commencement of Exercisability
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(a) The Option will vest (become available for exercise) nine years and
nine months from the date the Option was granted. However, if certain
conditions are met, the Option will become eligible for accelerated or
early vesting three years from the date the Option was granted or on
subsequent anniversary dates thereafter.
Such early vesting will occur provided that the Company's return on
total capital as reported in the annual report to shareholders (or
other report) for the most recently completed fiscal year equals or
exceeds the return on total capital of the median company among the
peer group (as listed in the Company's proxy statement) for that year
(for example, the performance test for accelerated vesting for options
granted in 1999 will be based on the return on total capital for
2002).
To facilitate the peer group performance comparison needed to
determine whether option vesting is accelerated, the figures for peer
group companies' return on total capital will be based upon the
twelve-month performance for each company, in the peer group closest
to the Company's fiscal year end, using the most recent publicly
available financial information for such companies.
If the Company meets the performance test described above, all prior
non-vested Options eligible for accelerated vesting will become
available for exercise as soon as possible following the Committee's
certifications of the Company's performance and the performance of the
median company among the peer group.
If the Company fails to meet the performance test described above, all
prior non-vested Options eligible for early vesting will be subject to
a similar performance test following the end of the next fiscal year.
The test for early vesting of Options will continue to "roll" in the
manner described above until the Company passes the performance test,
or until nine years and nine months have elapsed from the date of
grant.
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(b) No portion of the Option which is an unexercisable installment under
Subsection (a) above at Termination of Employment shall thereafter
become exercisable, unless otherwise determined by the Committee in
accordance with the terms of the Plan.
(c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of
Control, all Option installments not yet exercisable shall become
immediately exercisable.
3.2 Term of Option
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The Option will expire and will not be exercisable after the tenth
(10th) anniversary of the date the Option was granted. Such date shall
be the Option's Expiration Date.
3.3 Exercise of Option after Termination of Employment
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This Option is exercisable by the Employee only while he is employed by the
Company or a Subsidiary, subject to the following exceptions:
(a) If the Employee dies while the Option, or any portion thereof, is
exercisable under the terms of this Agreement, the Employee's
Beneficiary may exercise such rights, subject to the limitation in
Subsection 3.1(b). The Option must be exercised within twelve (12)
months after the Employee's death, and the Committee may in its
discretion extend the Expiration Date of the Option to accommodate
such exercise.
(b) If the Employee's employment is terminated due to his permanent and
total disability, as defined in Section 22(c)(3) of the Code, the
Employee may exercise the Option, subject to the limitation in
Subsection 3.1(b), within thirty-six (36) months after Termination of
Employment, but not later than the Option's Expiration Date.
(c) If the Employee's employment is terminated due to his retirement, the
Employee may exercise the Option, subject to the limitation of
Subsection 3.1(b), within sixty (60) months after Termination of
Employment, but not later than the Option's Expiration Date.
(d) If the Employee's employment is terminated other than for good cause
or the reasons set forth in Subsections (a) through (c) above, the
Employee may exercise the Option, subject to the limitations of
Subsection 3.1(b), within six (6) months after Termination of
Employment, but not later than the Option's Expiration Date.
ARTICLE IV
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EXERCISE OF OPTIONS
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4.1 Partial Exercise
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Any exercisable portion of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the
time when the Option or portion thereof becomes unexercisable under Section
3.2. Each partial exercise shall be for not less than twenty-five (25)
shares (or a smaller number, if it is the maximum number which may be
exercised under Section 3.1), and shall be for whole shares only.
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4.2 Manner of Exercise
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The Option, or any exercisable portion thereof, may be exercised solely by
delivery to the Secretary or his office of all of the following:
(a) A written exercise notice, complying with the applicable rules
established by the Committee, stating that the Option or portion is
thereby exercised. The notice shall be signed by the Employee or the
other person then entitled to exercise the Option; and
(b) Full payment for the shares with respect to which the Option or
portion thereof is exercised. Payment may be made by any one of the
following methods:
(i) in cash (or by certified or bank cashier's check), or
(ii) by actual or constructive delivery to the Company, in accordance
with the procedures established by the Company, of Company Common
Stock then owned by the Employee with a fair market value on the date
the Option is exercised equal to the aggregate exercise purchase price
of the shares with respect to which the Option or portion thereof is
exercised; or
(iii) by a combination of cash and surrender of stock in the manner
herein specified; or
(iv) irrevocable instructions to a broker, acceptable to the Company,
to delivery promptly to the Company the amount of the sale or the loan
proceeds necessary to pay the option price; or
(v) by instructing the Company to withhold a number of such shares
having a Fair Market Value on the date of the exercise equal to the
aggregate exercise price of such Option; and
(c) Full payment to the Company of any federal, state or local taxes
required to be withheld in connection with the exercise, which payment
may be made in cash (or by certified or bank cashier's check) or by
actual or constructive delivery and surrender to the Company in
accordance with procedures established by the Company, of Company
Common Stock then owned by the Employee with a Fair Market Value on
the date the Option is exercised equal to the total of such taxes due
in connection with the exercise, or by a combination of cash and
surrender of stock in the manner herein specified; and
(d) In the event the Option or portion thereof shall be exercised by any
person or persons other than the Employee, appropriate proof of the
right of such person or persons to exercise the Option.
4.3 Conditions to Issuance of Stock Certificates
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The shares of stock deliverable, either in the form of Common Stock
certificates or as evidenced in a book-entry system (such as in a direct
registration system), upon the exercise of the Option, or any part thereof,
may be previously authorized but unissued shares, issued shares which have
then been reacquired by the Company, or shares held by a grantor trust
(such as the Employee Stock Benefit Trust). Such shares shall be fully paid
and nonassessable. The Company shall not be required to issue or deliver
any certificate or certificates, or to provide instructions for book
entries, for shares
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of stock purchased upon the exercise of the Option or part thereof prior to
fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed;
(b) The completion of any registration or other qualification of
such
shares under any state or federal law, or under rulings or regulations
of the Securities and Exchange Commission or any other governmental
regulatory body which the Committee shall, in its absolute discretion,
deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;
(d) The lapse of such reasonable period of time following the exercise of
the Option as the Committee may from time to time establish for
reasons of administrative convenience; and
(e) Subject to the terms of the Plan, the receipt by the Company of full
payment for such shares.
4.4 Rights as Shareholders
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The holder of the Option shall not be, nor have any of the rights or
privileges of, a shareholder of the Company in respect of any shares
purchasable upon the exercise of any part of the Option unless and until
certificates, or book entries, representing such shares shall have been
issued or made by the Company, or the Company's transfer agent, to such
holder.
ARTICLE V
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MISCELLANEOUS
5.1 Option Subject to Plan
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The Option is subject to the terms of the Plan, and in the event of any
inconsistency between this Agreement and the Plan, the Plan shall control.
5.2 Administration
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The Committee shall have the power to interpret the terms and provisions of
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and
to interpret, alter or repeal any such rules.
5.3 Option Not Transferable
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Neither the Option nor any interest or right therein or part thereof may be
sold, pledged, assigned or transferred in any manner other than by will or
by the applicable laws of descent and distribution. The Option shall be
exercised during the Employee's lifetime only by the Employee, or his
guardian or legal representative.
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5.4 Notices
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Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary and any notice
to be given to the Employee shall be addressed to Him at the address given
beneath his signature hereto. By a notice given pursuant to this Section,
either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to Employee shall,
if Employee is then deceased, be given to Employee's personal
representative if such representative has previously informed the Company
of his status and address by written notice under this Section. Any notice
shall have been deemed duly given when hand delivered to the Secretary (or
his designate), faxed with a receipt of confirmed delivery, given to a
major courier service, such as DHL or Federal Express, or enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.
5.5 Titles
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Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
5.6 Construction
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This Agreement and the Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
Delaware, without reference to principles of conflict of laws.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
By: *
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President and Chief Executive Officer
By:
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Secretary
By: *
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Optionee
*
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*
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Address
*
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Social Security Number
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* Refer to attached Notice
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