EXHIBIT 10.41
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated ____________________ between
REYNOLDS METALS COMPANY, a Delaware corporation ("Reynolds"), and
___________________________________________ ("Optionee").
WHEREAS, the Committee designated to administer the
Reynolds Metals Company 1996 Nonqualified Stock Option Plan
("Plan") has selected Optionee as an Eligible Employee (as
defined in the Plan) to whom an option is to be granted under the
Plan, and has recognized that through Optionee's efforts and
because of Optionee's responsibilities, Optionee is in a position
to contribute substantially to the overall success and growth of
Reynolds;
NOW, THEREFORE, the parties agree as follows:
1. Reynolds grants to Optionee an option to
purchase from Reynolds the number of shares of its
Common Stock, no par value, listed on the Schedule(s)
hereto and executed by Reynolds and Optionee, at the
prices indicated opposite such shares on such
Schedule(s), and otherwise in accordance with the terms
and conditions stated in the Plan.
2. Subject to the terms of the Plan, the option
shall be exercisable in whole or part, from time to
time, on and after the date or dates indicated opposite
such shares on the Schedule(s) hereto, but in no event
later than the earlier of (a) ten years from the date
of the grant or (b) the date specified in the Plan
relating to Optionee's termination of employment with
Reynolds and its subsidiaries. No option may be
exercised for less than 100 shares of Common Stock
unless the Optionee is electing to exercise all the
remaining options then exercisable on the applicable
Schedule.
3. This Agreement is at all times subject to the
terms and conditions of the Plan, which terms and
conditions are incorporated herein by reference.
Optionee is aware that under the Plan no option may be
exercised if his or her employment terminates for any
reason within one year of the date of the grant, except
as otherwise permitted under the terms of the Plan.
4. All notices to Reynolds must be in writing,
addressed to the Director, Employee Financial Services,
Reynolds Metals Company, 6601 West Broad Street,
Richmond, Virginia 23230-1701, and are effective upon
receipt.
5. The effectiveness of this Agreement and of any
grant of an option hereunder are subject to compliance
with all applicable laws and regulations and to receipt
of any governmental approvals necessary for the
performance by the parties of their obligations
hereunder, including but not limited to compliance with
and approvals under all applicable exchange control and
securities laws.
IN WITNESS WHEREOF, Reynolds and Optionee have executed
this Agreement in duplicate as of the date first above written.
REYNOLDS METALS COMPANY
By____________________________
______________________________
Optionee
SCHEDULE DATED __________
TO
Stock Option Agreement
dated __________
between
Reynolds Metals Company
and
[Optionee]
No. Shares of Option Exercisable
Common Stock Price On and After
- ------------- ------ ------------
This Schedule is subject at all times to the terms and conditions
of the above-referenced Agreement and of the Reynolds Metals
Company 1996 Nonqualified Stock Option Plan.
REYNOLDS METALS COMPANY
By: _______________________________
___________________________________
Optionee