Exhibit 10.1
EXTENSION OF NON-QUALIFIED STOCK OPTION AGREEMENT
BETWEEN LSB INDUSTRIES, INC AND JACK E. GOLSEN
__________________________________________________________
Pursuant to the authorization of the LSB Industries, Inc. Board of
Directors at a meeting held on February 10, 1994, the Non-Qualified Stock
Option Agreement originally made the 1st day of June 1989 between LSB
Industries, Inc. and Jack E. Golsen (the "Agreement") is hereby amended as set
forth below. This amendment shall be effective immediately upon execution by
the parties.
1. The last sentence of Section 1. of the Agreement is amended to read:
The Board of Directors of the Company originally adopted and
granted this option on June 1, 1989 and extends this option on February
10, 1994 for an additional five (5) year period beginning on June 1,
1994 and terminating on June 1, 1999.
2. Section 3. of the Agreement is amended to read:
Grant of Option and Option Price. Subject to the terms and conditions
hereof, the Company hereby grants to Optionee as of the close of
business on the first day of June, 1989 through June 1, 1994 and the
Company hereby extends the option effective June 1, 1994 through June 1,
1999, the right, privilege and option to purchase 165,00 shares of the
Company's common stock, par value $.10, at an option price of $2.6256
shares.
3. Section 6.(b) is hereby amended to read as follows:
(b) On June 1, 1999.
Except as amended hereby the terms and conditions of the Agreement,
attached hereto as Exhibit 1, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be executed this 2nd day of March, 1994.
LSB Industries, Inc.
By: /s/ Tony M. Shelby
____________________________
Tony M. Shelby
Senior Vice President
Attest:
/s/ David Shear
_____________________________
Secretary
"OPTIONEE"
/s/ Jack E. Golsen
____________________________________
Jack E. Golsen
AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
BETWEEN LSB INDUSTRIES, INC. AND JACK E. GOLSEN
__________________________________________________________
Pursuant to the authorization of the LSB Industries, Inc. ("LSB") Board
of Directors, as set forth in a unanimous consent by the Board of Directors of
LSB dated April 3, 1995, the Non-Qualified Stock Option Agreement originally
made the 1st day of June, 1989 between LSB Industries, Inc. and Jack E. Golsen
(the "Agreement") is hereby amended as set forth below. This amendment shall
be effective immediately upon execution by the parties.
1. Section 4. of the Agreement is amended to read:
Time of Exercise of Option.
(a) If this Option Agreement has not been terminated pursuant to
Section 6 hereof, subject to the terms and conditions contained herein,
the option herein granted may be exercised by Optionee, in whole or in
part, in the following manner during a four (4) year period commencing
on June 1, 1995, unless waived by the Board of Directors of the Company
or a Committee thereof: For three (3) calendar years, commencing on
June 1, 1995, there shall be a limit on the number of shares covered by
this Option that may be exercised, in whole or in part, by the Optionee
in a calendar year to Thirty Three Thousand (33,000) shares or twenty
percent (20%) of the total number of option shares and for the fourth
(4th) calendar year, commencing on June 1, 1998, the number of shares
that may be exercised, in whole or in part, by the Optionee shall be
Sixty-Six Thousand (66,000) shares or forty percent (40%) of the total
number of option shares; provided however, that the right to exercise
the option shall be cumulative.
(b) Upon the death of Optionee or a change in control of the
Company, this Option shall become immediately exercisable in full,
notwithstanding the four (4) year vesting schedule provided herein. A
"change in control" shall be deemed to have occurred upon any of the
following events: (i) consummation of any of the following
transactions: any merger, recapitalization, or other business
combination of the Company pursuant to which the Company is the non-
surviving corporation, unless the majority of the holders of Common
Stock immediately prior to such transaction will own at least fifty
percent (50%) of the total voting power of the then outstanding
securities of the surviving corporation immediately after such
transaction; (ii) a transaction in which any person, corporation or
other entity (A) shall purchase any Common Stock pursuant to a tender
offer or exchange offer, without the prior consent of the Board of
Directors of (B) shall become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of securities of the Company representing fifty percent (50%)
or more of the total voting power of the then outstanding securities of
the Company; or (iii) if, during any period of two (2) consecutive
years, individuals who, at the beginning of such period, constituted the
entire Board of Directors and any new director whose election by the
Board of Directors, or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election by
the stockholders was previously so approved, cease for any reason to
constitute a majority thereof.
(c) The Board of Directors may, in its sole discretion,
accelerate the vesting of all or any part of this Option and/or waive
any limitations or restrictions, if any, for all or any part of this
Option.
Except as amended hereby the terms and conditions of the Agreement and
amendments thereto, attached hereto as Exhibit 1, shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be executed this 7th day of April, 1995.
LSB Industries, Inc.
By: /s/ Tony M. Shelby
__________________________
Tony M. Shelby
Senior Vice President
Attest:
/s/ David Shear
_________________________
Secretary
"OPTIONEE"
/s/ Jack E. Golsen
________________________________
Jack E. Golsen
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