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EXHIBIT 10.W
STOCK OPTION AGREEMENT
UNDER THE WYMAN-GORDON COMPANY LONG-TERM INCENTIVE PLAN
WYMAN-GORDON COMPANY, a Massachusetts corporation (the
"Company"), hereby grants to Wallace F. Whitney, Jr. (the
"Grantee"), who is now employed by the Company or by a Subsidiary
of the Company, a Non-qualified Stock Option (the "Option") to
purchase prior to April 17, 2006 (the "Expiration Date") an
aggregate 12,500 shares of Common Stock of the Company ("Shares")
at a price of $16.625 per Share pursuant to the terms and
conditions set forth in the Wyman-Gordon Company Long-Term
Incentive Plan as approved by the stockholders of the Company on
October 18, 1995, as it may be amended from time to time in
accordance with its terms (the "Plan") and this Stock Option
Agreement, as it may be amended from time to time in accordance
with its terms (the "Award Agreement"). By execution of this
Award Agreement, the Grantee acknowledges receipt of a copy of
the Plan and further agrees to be bound thereby and by the
actions, pursuant to the Plan, of the Committee referred to in
the Plan (the "Committee") and of the Wyman-Gordon Company Board
of Directors.
(1) The Option is in all respects governed by the terms of
the Plan. All of the terms and provisions of the Plan are hereby
incorporated into this Award Agreement by reference and are made
a part of this Award Agreement. For the convenience of the
Grantee, certain but not all of the provisions of the Plan are
also summarized or elaborated upon in this Award Agreement. Each
and every provision of this Award Agreement shall be
administered, interpreted, and construed so that the Option shall
conform to the provisions of the Plan. Any provisions of this
Award Agreement that cannot be so administered, interpreted, or
construed shall be disregarded, and, accordingly, in the event of
any conflict between the Award Agreement and the Plan, the latter
will govern. Any capitalized terms used herein and not defined
herein have the respective meanings ascribed to them in the Plan.
Whenever the word "Grantee" is used herein in a context where the
provision should logically be construed to apply to the Grantee's
Beneficiary, the word "Grantee" shall be deemed to include such
Beneficiary.
(2) The date of grant of the Option is April 17, 1996.
(3) The Option is a Non-qualified Stock Option and is not
an Incentive Stock Option.
(4) Subject to the terms of this Award Agreement, the
Option shall be exercisable from and after each initial exercise
date set forth below with respect to the indicated number of
Shares:
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INITIAL
NUMBER OF SHARES EXERCISE DATE
One quarter of the aggregate number April 17, 1997
of Shares subject to the Option, as
specified above, in the first sentence
of the Award Agreement, rounded down
to the nearest whole Share.
An additional one quarter of the April 17, 1998
aggregate number of Shares subject
to the Option, as specified above,
in the first sentence of the Award
Agreement, rounded down (after taking
into account any fractional Share
that was disregarded as a result of
rounding pursuant to the preceding
provision) to the nearest whole Share.
An additional one quarter of the April 17, 1999
aggregate number of Shares subject
to the Option, as specified above,
in the first sentence of the Award
Agreement, rounded down (after taking
into account any fractional Shares
that was disregarded as a result of
rounding pursuant to the preceding
provision) to the nearest whole Share.
The remaining number of Shares subject April 17, 2000
to the Option, as specified above, in
the first sentence of the Award Agreement.
(5) The Grantee may exercise the Option only in the
following manner: From time to time prior to the Expiration
Date, the Grantee may give written notice to the Treasurer of the
Company of his election to purchase some or all of the Shares
purchasable at the time of such notice. Said notice shall
specify the number of Shares to be purchased and shall be
accompanied by payment therefor (a) in U.S. dollars by personal
check, bank draft, or money order payable to the order of the
Company; (b) in Shares that have been held by the Grantee for at
least six months and that have a Fair Market Value equal to the
purchase price; (c) to the extent not limited or prohibited by
the Committee, by payment made by the Grantee's broker, in U.S.
dollars by personal check, bank draft, or money order payable to
the order of the Company, pursuant to the Grantee's instructions;
or (d) by a combination thereof; and by any agreement, statement,
or other evidence that the Committee may require in order to
satisfy itself that the issuance of the Shares being purchased
pursuant to such exercise and any subsequent resale thereof will
be in compliance with applicable laws and regulations relating to
the issuance and sale of securities, including the provisions of
the Securities Act of 1933 and regulations promulgated
thereunder.
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(6) The exercise of the Option shall be deemed to occur (a)
on the date that the notice of exercise and the personal check,
bank draft, money order and/or Shares are received by the
Company, or (b) if such notice of exercise and payment are mailed
in the United States, and the United States Postal Service has
stamped its postmark thereon, then on the date of such postmark.
As soon as practicable after each exercise of the Option and
compliance by the Grantee with all applicable conditions,
including any payments to the Company that may be required
pursuant to Paragraphs 5 and 7 hereof, the Company shall mail or
deliver or cause to be mailed or delivered to the Grantee a stock
certificate or certificates for the number of Shares that the
Grantee shall be entitled to receive upon such exercise under the
provisions of this Award Agreement.
(7) In each case where the Grantee shall exercise the
Option, in whole or in part, the Company will notify the Grantee
of the amount of withholding tax, if any, that must be paid under
Federal and, where applicable, state and local law, by reason of
such exercise. It shall be a condition to any delivery of Shares
or payment to be made to the Grantee hereunder that provision
satisfactory to the Company shall have been made for payments of
any taxes the Company determines, in its reasonable opinion, are
required to be paid or withheld pursuant to any applicable law or
regulation. The Grantee may irrevocably elect to have any
withholding tax obligation satisfied by either of the methods
described in clause (a) or (c) of Paragraph (5), above, or a
combination thereof, whether or not the same method is used to
pay the purchase price of the Option. As an alternative to such
an election with respect to all or any part of the withholding
tax obligation, the Company and its Subsidiaries also shall, to
the extent permitted by law, have the right to deduct from any
payment or transfer of any kind (whether of cash, Shares, or
other property, and whether or not related to the Plan) otherwise
due to the Grantee any such taxes required to be withheld.
(8) This Award Agreement and the Grantee's right to
exercise the Option shall terminate, as to any portion of the
Option not theretofore exercised, whenever the Grantee is for any
reason no longer employed by the Company or a Subsidiary;
subject, however, to the following provisions:
(a) If the Company or a Subsidiary terminates the
Grantee's employment for reasons other than fraud, dishonesty,
willful misconduct, retirement, or disability, or if the Grantee
resigns from the Company and the Subsidiaries (as applicable),
the Grantee shall have a period of ninety days immediately after
such termination in which to exercise the Option to the extent
then exercisable. The Option shall not become exercisable with
respect to any Shares with respect to which it was not
exercisable on the date of such termination of employment.
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(b) If the termination of Grantee's employment results
from the Grantee's death, retirement or disability, the Grantee
(or his Beneficiary in the case of his death) shall have a period
of three years following such termination to exercise in whole or
in part the Option with respect to Shares subject to the Option,
to the extent then exercisable. The Option shall not become
exercisable with respect to any Shares with respect to which it
was not exercisable on the date of such termination of
employment.
(c) If the Grantee dies during the three-year period
following retirement or disability referred to in Subsection (b)
above, the Option may be exercised in whole or in part by his
Beneficiary before the expiration of one year after the date of
his death or the expiration of the three-year period following
retirement or disability referred to in Subsection (b) above,
whichever occurs later.
For purposes of this Paragraph 8, the term "retirement"
shall mean termination of employment after the Grantee has become
eligible for an early, normal or late retirement benefit (but not
a terminated vested or deferred vested benefit) under the tax-
qualified deferred benefit pension plan maintained by the Company
and/or its Subsidiaries that covers the Grantee, and the term
"disability" shall have the meaning ascribed to it in the Wyman-
Gordon Company Savings/Investment Plan.
(9) The Option is nontransferable other than by will or by
the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Grantee only by him.
(10) In the event that there is any change in the Shares
through merger, consolidation, reorganization, recapitalization,
or otherwise; or if there shall be any dividend on the Shares,
payable in Shares, or an extraordinary cash dividend or other
extraordinary distribution; or if there shall be a stock split,
reverse stock split, combination of Shares, exercisability of
stock purchase rights received under the Company's Stockholder
Rights Plan, or other similar corporate transaction or event that
affects the Shares, such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or
enlargement of the rights of the Grantee or of the potential
benefits intended to be made available under the Plan, the number
and kind of Shares subject to the Option, the purchase price, and
the other relevant provisions of this Award Agreement shall be
appropriately adjusted as provided in Section 12 of the Plan.
(11) As provided in Section 25 of the Plan in the event of
a Triggering Event, as hereinafter defined, the Option, to the
extent it has not theretofore been exercised, shall be fully
exercisable without regard to the schedule in Paragraph (4)
above, but the Option shall thereupon become a Limited Right, as
hereinafter defined, and the terms thereof shall be modified as
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described in the remaining provisions of this Paragraph (11). In
the event of a Triggering Event, the Grantee shall have the right
(the "Limited Right") to have the Company, at the election of the
Grantee (which election for each Triggering Event, as hereinafter
defined, may be made only during the period beginning on the
effective date of such Triggering Event, as hereinafter defined,
and ending on the forty-fifth day following such date), purchase
all or any Shares subject to the Option (to the extent not
theretofore exercised) for an amount (payable entirely in cash)
equal to the number of Shares with respect to which the Limited
Right is exercised, multiplied by the excess of the higher of (a)
the highest Fair Market Value of a Share during the period
commencing on the 90th day preceding the exercise of the Limited
Right and ending on the date of exercise and (b) either (i) if an
event described in clause (a) of the definition of "Triggering
Event," below, has occurred, the highest price per Share paid for
any Share as shown on Schedule 13D (or an amendment thereto)
filed pursuant to Section 13(d) of the 1934 Act by any person or
group (as defined in that definition) whose acquisition caused
the Triggering Event to occur, or (ii) if an event described in
clause (b) of the definition of "Triggering Event," below, has
occurred, the fixed or formula price specified in the
reorganization agreement (as defined in that definition) if such
price is determinable as of the date of exercise of the Limited
Right over the purchase price of the Option. Such purchase
pursuant to the exercise of a Limited Right shall be deemed to be
an exercise of the Option. Notwithstanding any other provision
of this Award Agreement, no Limited Right may be exercised after
the Expiration Date, but a Limited Right may be exercised within
six months of the date hereof. For purposes of this Paragraph
11, a Triggering Event shall be deemed to occur when and if any
of the following events occurs: (a) stockholder approval of a
merger or consolidation involving the Company or a sale of all or
substantially all of the assets of the Company, in each case
except for a transaction in which the Company's shareholders
receive at least 50% of the stock of the surviving, resulting or
acquiring corporation; (b) any "person" (other than the Company
or an employee benefit plan of the Company or a corporation
controlled by the Company's employee benefit plan of the Company
or a corporation controlled by the Company's shareholders)
becomes the "beneficial owner" of shares of capital stock of the
Company representing a majority of the votes entitled to be cast
on matters submitted to the shareholders of the Company; or (c)
persons who, as of July 19, 1995, constituted the Company's Board
(the "Incumbent Board") cease for any reason, including without
limitation as a result of a tender offer, proxy contest, merger
or similar transaction, to constitute at least a majority of the
Board, provided that any person becoming a director of the
Company subsequent to July 19, 1995 whose election was approved
by at least a majority of the directors then comprising the
Incumbent Board shall, for purposes of this Agreement, be
considered a member of the Incumbent Board. For purposes of this
paragraph, the term "person" shall have the meaning used in
Section 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "1934 Act") and "beneficial ownership"
shall have the meaning set forth in Rule 13d-3 of the 1934 Act.
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(12) Notices hereunder shall be mailed or delivered to the
Treasurer of the Company at its principal place of business at
Grafton, Massachusetts, and shall be mailed or delivered to
Grantee at his address set forth below or at such other address
as he may subsequently furnish the Treasurer of the Company in
writing.
(13) The Grantee shall not have any rights of a shareholder
by virtue of the Option except with respect to Shares actually
issued to him, and the issuance of Shares shall confer no
retroactive right to dividends.
(14) The Committee may not, without the written consent of
the Grantee, cause this Award Agreement to be revoked, and may
not without such written consent make or change any determination
or change any term, condition or provision affecting the Option
if the determination or change would reduce or adversely affect
the Option or the Grantee's rights thereto.
(15) Notwithstanding anything herein to the contrary, on or
after the occurrence of a Triggering Event, as defined above, the
Committee may not under any circumstances make or change any
determination or change any term, condition, or provision
affecting the Option if the determination or change would reduce
or adversely affect the Option or the Grantee's rights thereto.
(16) The Grantee shall designate a Beneficiary in writing
and in such manner as is acceptable to the Company. If the
Grantee fails so to designate a Beneficiary, or if no such
designated Beneficiary survives the Grantee, the Grantee's
beneficiary shall be the Grantee's estate.
(17) The exercise of the Option shall be subject to the
condition that if at any time the Company shall determine (in
accordance with the provisions of the following sentence) that it
is necessary as a condition of, or in connection with, such
exercise (a) to satisfy withholding tax or other withholding
liabilities, (b) to effect the listing, registration, or
qualification on any securities exchange or under any state or
Federal law of any Shares otherwise deliverable in connection
with such exercise, or (c) to obtain the consent or approval of
any regulatory body, then in any such event such exercise shall
not be effective unless such withholding, listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company in
its reasonable and good faith judgment. Any such determination
(described in the preceding sentence) by the Company must be
reasonable, must be made in good faith, and must be made without
any intent to postpone or limit such exercise, grant or
distribution beyond the minimum extent necessary and without any
intent otherwise to deny or frustrate the Grantee's rights in
respect of the Option. In seeking to effect or obtain any such
withholding, listing, registration, qualification, consent or
approval, the Company shall act with all reasonable diligence.
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Any such postponement or limitation affecting the right to
exercise the Option shall not extend the time within which the
Option may be exercised, unless the Company and the Grantee
choose to amend the terms of this Award Agreement to provide for
such an extension; and neither the Company nor its directors or
officers shall have any obligation or liability to the Grantee
with respect to any Shares with respect to which the Option shall
lapse, because of a postponement or limitation that conforms to
the provisions of this Paragraph 17.
(18) No fractional Shares shall be issued pursuant to this
Award Agreement. The Committee shall determine whether cash,
other securities, or other property shall be paid or transferred
in lieu of fractional Shares, or whether fractional Shares or any
rights thereto shall be canceled, terminated or otherwise
eliminated.
(19) Nothing in this Award Agreement shall confer upon the
Grantee the right to continue in the employment or service of the
Company or any Subsidiary or affect any right that the Company or
any Subsidiary may have to terminate the employment or service of
(or to demote or to exclude from future Awards under the Plan)
the Grantee at any time for any reason. The grant of the Option
shall not give the Grantee any right to similar grants in future
years.
(20) So long as this Award Agreement shall remain in effect,
the Company shall furnish to the Grantee, as and when available,
a copy of any Prospectus issued with respect to the Shares
covered hereby, and also a copy of all material hereinafter
distributed by the Company to its stockholders generally.
(21) This Award Agreement and the provisions thereof shall
be binding upon, and inure to the benefit of, any successor or
successors of the Company and the person or entity to whom the
Option may have been transferred by will, the laws of descent and
distribution, or beneficiary designation hereunder.
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(22) The Award Agreement shall be governed and its
provisions construed, enforced and administered in accordance
with the laws of the Commonwealth of Massachusetts except to the
extent that such laws may be superseded by any Federal law. It
may not be modified orally.
WYMAN-GORDON COMPANY
By: /S/DAVID P. GRUBER
David P. Gruber
President and Chief
Executive Officer
The foregoing Award Agreement is hereby accepted and the
terms thereof hereby agreed to
GRANTEE
/S/WALLACE F. WHITNEY, JR.
Grantee's Signature
Grantee's Address: 43 Brooks Station Road
Princeton, MA 01541
Social Security Number: ###-##-####
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