EXHIBIT 10(r)
XXXXX INDUSTRIES, INC.
STOCK OPTION GRANT AGREEMENT - U.S. EMPLOYEE
THIS AGREEMENT ("Agreement") is effective by and between Xxxxx Industries,
Inc. ("Xxxxx"), and the person listed on the signature page hereto (the
"Optionee").
R E C I T A L S:
X. Xxxxx, by action of its board and shareholders, adopted and approved
the 1999 Stock Option Plan ("Plan"), which options are offered pursuant to this
Agreement and the "Prospectus" (as defined below) for the Plan.
B. The Plan is to provide key employees of Xxxxx and its subsidiaries (the
"Company") with a direct stake in the future and welfare of the Company, and to
encourage them to remain with the Company.
NOW, THEREFORE, the Company and the Optionee agree as follows:
1. AMOUNT OF STOCK SUBJECT TO OPTION. The Company hereby grants to the
Optionee an incentive stock option (unless otherwise indicated on Schedule A)
for the right to purchase those number of shares listed below of authorized and
unissued common stock of the Company ("Common Stock"). The Common Stock will be
issued by the Company pursuant to the Prospectus and upon the exercise of this
Agreement and payment for such shares.
2. PURCHASE PRICE. The purchase price per share for each share of Common
Stock shall be the amount listed on Schedule A, which is the closing price of
the Common Stock on the New York Stock Exchange on _________________, ____, the
date of such grant by the Compensation Committee of the Board of Directors of
the Company, unless the price has been adjusted pursuant to the requirements of
any sub-plan for foreign employees or as required under the laws of the
Optionees residence.
3. PERIOD OF OPTION. This option may not be exercised prior to six months
from the date of its grant, but must be exercised within 10 years of the date
hereof.
4. TERMS AND CONDITIONS. This Agreement is subject to the terms and
conditions of the Plan. Optionee hereby acknowledges receipt of the Plan, and
the Prospectus for the Plan.
5. VESTING AND EXERCISE OF OPTION.
(a) An Optionee may not exercise the options granted hereunder prior
to six months from the date of this grant.
(b) Thereafter, the Optionee may exercise the options in whole or in
part, as follows (unless otherwise required by a sub-plan for foreign employees
and then as listed below): (a) at any time after the six months following the
date of grant, not more than 20%; (b) at any time after 12 months following the
date of the grant, an additional 20% but not more than 40%; (c) at any time
after 24 months following the date of the grant, an additional 20% but not more
than 60%; (d) at any time after 36 months following the date of the grant, an
additional 20% but not more than 80%; (e) at any time after 48 months following
the date of the grant, an additional 20% or up to 100%, except that all such
options must be exercised prior to the tenth anniversary of the date of grant.
(c) In order to exercise this option or any part thereof, Optionee
shall give notice in writing to the Company of his intention to purchase all or
part of the shares subject to this option, and in said notice shall be set forth
the number of shares as to which he desires to exercise. Notice shall be made to
Xxxxx Industries, Inc., 0000 X. Xxxx Xxxxxx, Xxxxx, Xxxx 00000, Attn: Vice
President-Finance.
(d) Optionee shall pay for said shares in full at the time of
exercise in cash, by check, bank draft or money order payable to "Xxxxx
Industries, Inc.," through the delivery of shares of Common Stock having an
aggregate fair market value as determined on the date of exercise equal to the
option price, or in any manner provided for in the Plan. No shares of Common
Stock shall be issued until final payment for said shares has been made, and
Optionee shall have none of the rights of a shareholder until said shares are
issued.
6. WITHHOLDING. The Company may require a payment from Optionee upon the
exercise of this option to cover applicable withholding for income and
employment taxes. The Company reserves the right to offset such tax payment from
any funds which may be due Optionee by the Company.
7. THE RIGHT TO TERMINATE EMPLOYMENT. This option shall not confer upon
the Optionee any right with respect to being continued in the employ of the
Company or to interfere in any way with the right of the Company to terminate
his employment at any time for any reason with or without cause.
8. LIMITATIONS. This option is subject to the requirement and condition
that if the Board of Directors shall determine that the listing, registration or
qualification upon any securities exchange under any provincial, state or
federal law or the approval or consent to the issuance or purchase of any shares
subject to this option, then this option may not be exercised in whole or in
part unless or until such listing, registration, qualification or approval has
been obtained, free of any conditions which are not acceptable to the Board of
Directors of the Company, and the sale and delivery of stock thereunder is also
subject to the above requirements and conditions. Optionee acknowledges receipt
of a copy of the Plan (and of any sub-plan for foreign employees) and Prospectus
for the Plan. Additional and updated copies can be obtained by the Optionee upon
request.
9. EFFECTIVENESS; NON-TRANSFERABILITY OF OPTION; TERMINATION. The option
granted to Optionee is effective upon the date of grant subject to the execution
of this Agreement by Optionee within a reasonable time period. The Agreement is
not transferable except pursuant to the terms of the Plan. This option shall
terminate upon the occurrence of such events as contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have set their hands to duplicates
hereof.
Xxxxx Industries, Inc.
By: ___________________________
Optionee:
____________________________ ___________________________
(Signature) (Date)
<> <>
____________________________
(Print Name)
SCHEDULE A
Optionee Name: <> <>
Stock Option Price Per Share: <>
<> Stock Option Shares: <>
