PAGE 1-EXHIBIT 4.5
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ____ day of _____, ____, between
General Signal Corporation, a New York corporation (hereinafter
called "General Signal"), and ________, a non-employee director of
General Signal (hereinafter called the "Director").
WITNESSETH:
WHEREAS, pursuant to the General Signal Corporation 1997 Non-
Employee Directors Stock Option Plan (the "Plan"), adopted by the
shareholders on April 17, 1997, the Committee on Directors (the
"Committee") is authorized to administer the Plan; and
WHEREAS, the Committee has determined that the Director is
eligible to receive and shall be granted the stock option
hereinafter set forth upon the terms and conditions hereinafter
stated and subject to all of the provisions of such Plan; and
WHEREAS, 100% of the fair market value of the $1.00 par value
Common Stock of General Signal as determined in accordance with
the provisions of Section 5 of the Plan on ________ is
$_____ per share; and
WHEREAS, in accordance with the foregoing, the Committee has
approved and authorized the execution and delivery of this Stock
Option Agreement as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereto hereby enter into this Stock
Option Agreement (hereinafter called the "Agreement") upon the
following terms and conditions:
1. General Signal hereby grants to the Director the option to
purchase from General Signal, on the terms and conditions
hereinafter set forth, all or any part of an aggregate of_____
shares of Common Stock, of the par value of $1.00 per share, of
General Signal at the purchase price of $ per share.
2. This option shall become fully exercisable on __________
and shall not be exercisable after __________.
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3. This option is not transferable by the Director otherwise
than by will or the laws of descent and distribution, and an
option may be exercised during the lifetime of the Director
thereof, only by him or her; provided, however, that the Committee
may permit limited transferability in conformance with rules
promulgated by the Securities and Exchange Commission, and
provided further, however, that following retirement of a
Director, the options held by such a Director may be transferred
by gift.
4. Shares may be purchased pursuant to this option only upon
receipt by General Signal of written notice from the person
holding this option of his or her intention to purchase,
specifying the number of shares as to which he or she desires to
exercise this option and containing such representations and
information as may in the opinion of counsel for General Signal be
appropriate to permit General Signal, in the light of the
existence or non-existence of an effective registration statement
under the Securities Act of 1933 with respect to such shares, to
issue such shares in compliance with the provisions of that Act.
Such notice of exercise of a stock option granted hereunder shall
be accompanied by payment in full of the aggregate price of the
shares being purchased (a) in cash, or by check, bank draft or
money order payable to the order of General Signal, (b) by
delivery of shares of Common Stock of General Signal of equivalent
fair market value on the date of exercise, or a combination
thereof; provided, however, that any shares of Common Stock so
delivered shall have been beneficially owned by the Director for a
period of not less than six months prior to the date of exercise,
or (c) such other consideration as the Committee determines to be
appropriate. Fair market value shall be the closing price on the
New York Stock Exchange, or, in the event that no sale shall have
taken place, the mean of the bid and asked prices. At the time of
giving such notice, the person or persons exercising this option
shall furnish to General Signal such other documents as General
Signal may reasonably require. General Signal shall have the
right to withhold delivery of stock certificates representing
shares purchased under this option until all required approvals
have been obtained, until such shares have been listed on the
appropriate stock exchange, and until all applicable requirements
of law have been complied with.
5. The Director or his or her legal representatives, as the case
may be, shall not have any of the rights or privileges of a
shareholder of General Signal in respect of any of the shares
issuable upon the exercise of this option unless and until
certificates representing such shares shall have been issued and
delivered.
6. The following provisions govern the exercisability of this
option after cessation of employment or upon the occurrence of
certain specified events.
(a) If a Director ceases to serve on the Board of Directors
for any reason other than death, disability or retirement, any
outstanding options not yet exercised at the time the Director so
ceases to serve may be exercised within one week following the
date the Director so ceases to serve, but in no event later than
the expiration date of the option.
(b) In the event of the death or disability of a Director
while a member of the Board of Directors, any outstanding options
may be exercised (in the case of death by the optionees personal
representative, heir or legatee) during the period ending one year
after the date of such death or disability, but in no event later
than the expiration date of the option. In the event of
retirement, any outstanding options may be exercised during the
period ending five years after the date of such retirement, but in
no event later than the expiration date of the option. In the
event of a retired Directors death during the fifth year after
retirement, his or her heirs or estate may exercise any
outstanding options during the period ending one year after such
death, but in no event later than the expiration date of the
option.
7. In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation, separation, spinoff, rights offering, or any other
change in the corporate structure or shares of General Signal, the
Board of Directors shall make such adjustments, if any, as it may
deem appropriate to reflect such change in the number and kinds of
shares for which options may thereafter be granted under this
Plan, in the number and kind of shares then subject to options
theretofore granted under this Plan, and in the price per share
payable upon exercise of such options.
8. General Signal shall not be liable in the event of its
inability to issue or sell stock to the Director if such issuance
or sale would be unlawful, nor shall General Signal be liable if
an issuance or sale to the Director is subsequently invalidated.
9. This Agreement shall be construed in accordance with the laws
of the State of New York.
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GENERAL SIGNAL CORPORATION
________________________________
Michael D. Lockhart
Chairman and Chief Executive
Officer
_________________________________
Director