Exhibit 1
OPTION # 2
STOCK OPTION AGREEMENT
FOR NON-QUALIFIED STOCK OPTION ENTERED INTO UNDER
▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
1992 EMPLOYEE STOCK INCENTIVE PLAN
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(Common Stock Option
Vesting After Year One)
THIS STOCK OPTION AGREEMENT is made and entered into as of
the 2nd day of March 1998, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇, INC., a
Tennessee corporation (the "Company"), and ▇▇▇ ▇▇▇▇▇ (the
"Optionee").
1) Grant of Option. The Company hereby grants to the
Optionee the option (the "Option"), exercisable in whole or in
part, to purchase an aggregate of 50,000 shares either of the
Company's Common Stock, $1.00 par value per share, or of the
Company's Class B Common Stock, $1.00 par value per share, or a
combination thereof, at the following prices:
Number of Price Per Common Price Per Class B
Shares Stock Share Common Stock Share
------------ ------------- ----------------
25,000 $ 12.875 $ 13.00
25,000 $ 16.09 $ 16.25
The Option shall become exercisable on the first
anniversary of the date hereof, provided that the Optionee's
employment by the Company or any Subsidiary (as defined in the
Plan) has not terminated prior to such first anniversary. The
vesting of the Option shall be accelerated, and the Option shall
become immediately exercisable as to 100% of the shares
underlying the Option, upon a Change in Control (as defined in
Section 9(b) below) or a Potential Change in Control (as defined
in Section 9(c) below), except as otherwise provided in Section
9(a) below, provided that the Optionee's employment by the
Company or any Subsidiary has not terminated prior to such Change
in Control or Potential Change in Control.
2) Option Plan. This Option is granted under the ▇▇▇▇▇▇
▇▇▇▇▇▇, Inc. 1992 Employee Stock Incentive Plan (the "Plan"), as
amended from time to time, and is intended to be a Non-Qualified
Stock Option (as defined in the Plan). This Option is subject to
the terms and conditions set forth in the Plan. In the event any
of the provisions hereof conflict with or are inconsistent with
the provisions of the Plan, the provisions of the Plan shall be
controlling.
3) Expiration. Subject to the limitations set forth in
other sections of the Agreement, the Optionee may exercise this
Option, in whole or in part, at any time or from time to time
prior to five (5) years from the date this Option becomes
exercisable after which time it will expire with respect to any
then unexercised portion
4) Manner of Exercise. This Option shall be exercised by
the Optionee (or in the event of Optionee's death, by Optionee's
executors, administrators, heirs and successors) or by a trust or
foundation created by Optionee or by any immediate family member
in the event of a transfer pursuant to Section 5 by delivering
written notice to the Company stating the number of shares of
Common Stock or Class B Common Stock purchased, the person or
persons in whose name the shares are to be registered and each
such person's address and social security number. Such notice
shall not be effective unless accompanied by the full purchase
price for all shares so purchased. The purchase price shall be
payable in cash or by means of unrestricted or restricted shares
of the Company's Stock (as defined in the Plan) or any
combination thereof. Payment in currency or by check, bank
draft, cashier's check or postal money order shall be considered
payment in cash. In the event of payment in the Company's Stock,
the shares used in payment of the purchase price shall be
considered payment to the extent of their fair market value,
determined pursuant to the Plan, on the date of exercise of this
Option.
5) Transferability of Option. This Option shall be
transferable in whole or in part by the Optionee, only to a trust
or foundation created by Optionee or to a member of Optionee's
immediate family or by will or by the laws of descent and
distribution, and is exercisable during Optionee's lifetime only
by the Optionee or by the permitted transfers. The terms of this
Option shall be binding on the executors, administrators, heirs
and successors of the Optionee.
6) Termination of Employment. Except as provided in
Section 10 below, in the event that Optionee ceases to be
employed by the Company or one of its subsidiaries for any reason
other than the Optionee's death, Disability (as defined in the
Plan) or Retirement (as defined in the Plan), this Option may be
exercised, to the extent then exercisable, for three (3) months
following the Optionee's termination of employment, provided that
the Option shall terminate immediately and become void and of no
effect in the event Optionee's employment is terminated for Cause
(as defined in the Plan), subject to the further condition that
this Option shall not be exercisable after the expiration of five
(5) years from the date it is granted. In the event Optionee
ceases to be employed by the Company or one of its subsidiaries
due to death, Disability or Retirement, this Option may be
exercised at any time until the expiration of five (5) years from
the date that this Option becomes exercisable, except as provided
in Section 10 below.
7) Adjustment. The number of shares of Common Stock and
Class B Common Stock of the Company subject to this Option and
the price per share of such shares shall be adjusted by the
Company from time to time pursuant to the Plan.
8) No Rights Until Exercise. The Optionee shall have no
rights hereunder as a shareholder with respect to any shares
subject to this Option until the date of the issuance of a stock
certificate to him for such shares.
9) Change in Control Provisions.
(a) Impact of Event. In the event of a "Change in
Control" (as defined in Section 9(b) below) or a "Potential
Change in Control" (as defined in Section 9(c), below), but with
respect to a "Potential Change of Control", only if and to the
extent so determined by the Committee, the Option shall
immediately vest and become exercisable as to all of the shares
underlying the Option, provided that the Optionee's employment by
the Company or any Subsidiary has not terminated prior to such
Change in Control or Potential Change in Control and provided
that such "Change in Control" or Potential Change in Control"
event is not a "Rule 13e-3 transaction" as defined in Rule 13e-3
promulgated under the Securities Exchange Act of 1934, as
amended.
(b) Definition of "Change in Control". For the
purposes of Section 9(a), a "Change in Control" means the
happening of any of the following:
(i) any person or entity, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, other than the Company or a wholly-owned
subsidiary or an officer thereof or any employee benefit plan of
the Company or any of its subsidiaries, becomes the beneficial
owner of the Company's securities having 35% or more of the
combined voting power of the then outstanding securities of the
Company that may be cast for the election of directors of the
Company (other than as a result of an issuance of securities
initiated by the Company in the ordinary course of business); or
(ii) as the result of, or in connection with, any cash
tender or exchange offer, merger or other business combination,
sales of assets or contested election, or any combination of the
foregoing transactions, less than a majority of the combined
voting power of the then outstanding securities of the Company or
any successor corporation or entity entitled to vote generally in
the election of the directors of the Company or such other
corporation or entity after such transaction are held in the
aggregate by the holders of the Company's securities entitled to
vote generally in the election of directors of the Company
immediately prior to such transaction; or
(iii) during any period of two consecutive years,
individuals who at the beginning of any such period constitute
the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or
the nomination for election by the Company's shareholders, of
each director of the Company first elected during such period was
approved by a vote of at least two-thirds of the directors of the
Company then still in office who were directors of the Company at
the beginning of any such period.
(c) Definition of "Potential Change in Control". For
the purposes of Section 9(a), a "Potential Change in Control"
means the happening of any of the following:
(i) The approval by shareholders of an agreement
by the Company, the consummation of which would result in a
Change in Control of the Company as defined in Section 9(b);
or
(ii) The acquisition of beneficial ownership,
directly or indirectly, by any entity, person or group
(other than the Company or a Subsidiary or any Company
employee benefit plan (including any trustee of such plan
acting as such trustee)) of securities of the Company
representing 5% or more of the combined voting power of the
Company's outstanding securities and the adoption by the
Committee of a resolution to the effect that a Potential
Change in Control of the Company has occurred for purposes
of the Plan.
10) Forfeiture of Option. Notwithstanding the provisions
of Section 6 above, this Option shall terminate immediately and
become void and of no effect if Optionee shall enter into
"Competition with the Company." "Competition with the Company"
shall mean serving as principal, agent, salesman, employee or
officer with any entity competing with the Company or a
subsidiary of the Company in any market in which the Company or a
subsidiary of the Company does business during the term of the
Option.
11) Amendment. This Option may be amended as provided in
the Plan.
12) Validity of Agreement. In the event that any provision
of this Agreement is declared invalid or unenforceable, such
invalidity or unenforceability shall in no way affect the
validity or enforceability of any other provision. In the event
any of the restrictions set forth in this Agreement cannot be
legally enforced as specified, such fact shall not affect the
applicability of such restrictions in a reasonable manner.
▇▇▇▇▇▇ ▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
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Title: President
/s/ ▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇
