EXHIBIT 10.42
THREE PARTY STOCK OPTION AGREEMENT
THIS AGREEMENT, dated _________________ among REYNOLDS
METALS COMPANY, a Delaware corporation ("Reynolds"), __________
_______________________________________________________________,
a ____________ corporation ("Subsidiary"), 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 and Subsidiary;
NOW, THEREFORE, the parties agree as follows:
1. Optionee will have an option to purchase from
Subsidiary the number of shares of Reynolds Common
Stock, no par value, listed on the Schedule(s) hereto,
at the prices indicated opposite such shares on such
Schedule(s), and otherwise in accordance with the terms
and conditions stated in the Plan. Reynolds agrees on
the date of any option exercise by Optionee to transfer
to Subsidiary the number of shares of Reynolds Common
Stock to which such exercise relates in exchange for
the payment to Reynolds by Subsidiary of the Fair
Market Value (as defined in the Plan) of such shares.
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 by Optionee hereunder must be
delivered both to Reynolds and to Subsidiary and must
be in writing, in the English language, and addressed
to, in the case of Subsidiary, _______________________,
and in the case of Reynolds, the Director, Employee
Financial Services, Reynolds Metals Company, 6601 West
Broad Street, Richmond, Virginia 23230-1701. Notices
by Optionee will be effective upon the later of their
receipt by Reynolds or by Subsidiary.
5. Subsidiary's obligations hereunder may be
assigned to Reynolds or to any corporation now or
hereafter in existence (a) in which Reynolds owns,
directly or indirectly, a voting stock interest of more
than fifty percent (50%) or (b) which is otherwise
considered a "Subsidiary" for purposes of the Plan.
Any such assignment shall relieve Subsidiary of all
obligations hereunder.
6. 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, Subsidiary and Optionee
have executed this Agreement in triplicate as of the date first
above written.
REYNOLDS METALS COMPANY
By____________________________
[SUBSIDIARY]
By____________________________
______________________________
Optionee
SCHEDULE DATED _______________
TO
Three Party Stock Option Agreement
dated __________________
among
Reynolds Metals Company
[Subsidiary]
and
[Optionee]
No. Shares of Option Exercisable
Reynolds 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: __________________________
[SUBSIDIARY]
By: __________________________
______________________________
Optionee