EXHIBIT 10.10 - 1995 DIRECTORS STOCK OPTION PLAN
I. PURPOSE
The Zurn Industries, Inc. 1995 Directors Stock Option Plan (the "1995
Plan") is intended to advance the interests of Zurn Industries, Inc.
(the "Company") and its Shareholders by affording to directors of the
Company, upon whose judgment and experience the Company is dependent
for the successful administration of its business, the incentive
advantages inherent in stock ownership, to the end that the Company
may attract and retain them as directors.
II. OPTIONS
The Shareholders of the Company have authorized the distribution of
options with respect to no more than 150,000 shares of Common Stock of
the Company subject to adjustment as provided in Section V. Such
shares may be authorized and unissued or may have been issued and
reacquired and held in the Treasury of the Company. Any shares which
have been subject to an option which for any reason expires or is
terminated unexercised shall again be available for options.
Each nonemployee member of the Company's Board of Directors shall be a
Participant in the 1995 Plan. No person who is also an employee of
the Company or one of its subsidiaries shall be a Participant except
with respect to any options received prior to becoming such an
employee.
Each Participant who was not an employee of the Company or of one of
its subsidiaries during the six-month period preceding the date
options are distributed shall receive on the first business day
following the final adjournment of the Company's Annual Meetings of
Shareholders during the term of the 1995 Plan an option to purchase
2,000 shares of the Company's Common Stock provided there is a
sufficient number of shares available; otherwise, the number of shares
shall be prorated.
The holder of an option shall, as such, have none of the rights of a
Shareholder.
III. TERMS AND CONDITIONS OF OPTIONS
Option Price
The option price shall be the closing price of the Common Stock
of the Company on The New York Stock Exchange on the day prior to
the day the option is distributed or, if no sale of the Company's
Stock shall have been made on that Exchange on that day, on the
next preceding day on which there was a sale (Fair Market Value).
In no event shall the purchase price be less than the par value
of the shares.
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Payment
Payment for all shares shall be made in cash or with Common Stock
of the Company or a combination of both delivered at the time
that an option, or any part thereof, is exercised. No shares
shall be issued until full payment therefor has been made.
Common Stock of the Company used as payment shall have been owned
by the optionee not less than six months preceding the date the
option is exercised and shall be valued at its Fair Market Value.
Term Of Option
The duration of stock options shall be ten years from the date of
distribution.
Exercise Of Option
No option shall be exercised prior to six months after the date on
which the option was distributed. While an optionee is a Director of
the Company and in the case of an optionee who ceases to be a Director
of the Company by reason of retirement, full and complete disability,
or death, an option may be exercised prior to its expiration only by
the optionee or, in the case of death, by the executor or
administrator of the optionee's estate or by a person who acquired the
right to exercise such option by bequest or inheritance. All option
privileges continue for five years after retirement, full and complete
disability, or death, but not after the expiration of the option term.
Otherwise, an exercisable option may only be exercised within the
ninety day period after an optionee ceases to be a Director of the
Company. An option shall not be transferable by the optionee other
than by will or by the laws of descent and distribution.
IV. CHANGE IN CONTROL OF THE COMPANY
Notwithstanding any other provisions in the 1995 Plan or the terms of
any option distributed pursuant to the 1995 Plan, in the event of a
change in control, each optionee may, during the period of thirty days
following the change in control, require the Company to purchase
outstanding options distributed more than six months before the change
in control from the optionee at a purchase price equal to the excess
of the market value per share over the option price multiplied by the
number of shares subject to such options specified by the optionee for
purchase in a written notice to the Company, attention of the
Secretary. For purposes of this paragraph, market value per share
shall mean the higher of (1) the average of the highest sales price
per share of the Company's Common Stock on The New York Stock Exchange
Composite Tape on each of the five trading days immediately preceding
the date the optionee so notifies the Company and (2) the highest
price, if any, offered in connection with a change in control. The
amount paid to each optionee by the Company shall be in cash or by
certified check and shall be reduced by any taxes required to be
withheld.
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A Change in Control shall be deemed to occur if: (1) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended [the "Exchange Act"], other than the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any Company owned, directly
or indirectly, by the Shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), becomes
the "beneficial owner" (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's
then outstanding securities; (2) during any period of two consecutive
years (not including any period prior to the distribution of an
option) individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in clauses (1), (3) or (4) of this paragraph)
whose election by the Board or nomination for election by the
Company's Shareholders 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
was previously so approved cease for any reason to constitute a
majority thereof; (3) the Shareholders of the Company approve a merger
or consolidation of the Company with any other company, other than (a)
a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the
combined voting power of the Company's then outstanding securities; or
(4) the Shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
V. ADJUSTMENTS IN EVENT OF RECAPITALIZATION
If the Company shall issue any additional shares of Common Stock by
way of stock dividend, stock split, subdivision or reclassification of
shares of outstanding Common Stock, then in any of those events the
aggregate number of shares subject to the 1995 Plan, and the number of
shares and the option price per share of all stock subject to
outstanding options shall be adjusted in order to appropriately
reflect such capitalization changes.
Upon any merger of one or more corporations into the Company or after
any consolidation in which the Company shall be the surviving
corporation, each optionee shall, at no cost, be entitled, upon any
exercise of an option, to receive (subject to any required action by
the Shareholders) in place of the shares of the Company as to which
such option shall have been exercised, the number and class of stock
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or other securities to which such option shall be entitled pursuant to
the terms of the agreement of merger or consolidation. The Board of
Directors has the right to make, in its sole discretion, any
adjustment required to equitably reflect any changes in the number or
kind of shares to which the optionee would be entitled under the terms
of such agreement of merger or consolidation had the option been
exercised at the time of such merger or consolidation. Anything
herein contained to the contrary notwithstanding, in the event (1) the
Company shall be liquidated or dissolved, (2) the Company shall be a
party to a merger or consolidation in which the Company will not be
the surviving corporation, or (3) the Company shall sell substantially
all of its assets and business to another corporation for a
consideration consisting principally of shares or other securities of
the purchasing corporation which are to be distributed among the
Shareholders of the Company (other than dissenting Shareholders), then
in any of these events the Board of Directors, prior to the
consummation of such dissolution, merger, consolidation or sale of
assets, shall make every reasonable effort to advise the holders of
outstanding options that such transaction is imminent, and shall in
the case of liquidation, and may in the case of such merger,
consolidation or sale of assets, in its sole discretion, fix a date
and notify the optionees thereof, at least thirty days prior thereto,
on or prior to which, but not thereafter, the optionees may exercise
the options in respect of any or all of the shares then remaining
unpurchased.
VI. ADMINISTRATION OF THE 1995 PLAN
The 1995 Plan shall be administered by the Board of Directors of the
Company which shall construe and interpret the 1995 Plan. The 1995
Plan may be terminated, except with respect to outstanding options, at
any time by the Board of Directors.
The Board of Directors may amend the 1995 Plan provided that, subject
to the provisions of Section IV, no amendment shall (1) impair any
option theretofore distributed under the 1995 Plan, (2) change the
option price, or (3) without the approval of Shareholders, increase
the number of shares of Common Stock authorized to be optioned and
sold or change the number of shares which may be purchased pursuant to
an option.
VII. EFFECTIVE DATE AND TERM OF 1995 PLAN
The 1995 Plan shall be effective on August 4, 1995, and shall
terminate August 31, 2005. However, termination shall not impair the
validity of outstanding options nor shall it affect the authority of
the Board of Directors to administer the 1995 Plan after August 31,
2005, or earlier termination date, to the extent that it relates to
those options which remain outstanding beyond such date.
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