Exhibit 10.33
Date of Grant: November 8, 1996
Number of Shares of Common Stock
Subject to Option: ------------
Option Price: $11.25 per share
Expiration Date: Specified in
Exhibit "A"
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the "Agreement") effective as
of November 8, 1996, by and between Alamco, Inc., a Delaware corporation (the
"Company"), and ---------------------- the "Employee").
W I T N E S S E T H
WHEREAS, the Company has adopted the Alamco, Inc. 1992 Employees'
Stock Option Plan (the "Plan") to provide incentives to certain officers and key
management employees of the Company and its subsidiaries through the grant to
such officers and key employees of options to purchase shares of the Company's
Common Stock, par value $0.10 per share ("Common Stock"), and by enabling such
officers and employees to participate in the long-term growth and financial
success of the Company; and
WHEREAS, the Plan requires that each option granted under the Plan
be evidenced by a written agreement between the Company and the optionee
containing certain terms and conditions; and
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares; Option Price. The Company grants to the
Employee as of the Date of Grant indicated above (the "Date of Grant") the right
and option to purchase (the "Option") on the terms and conditions hereinafter
set forth, all or any part of the number of shares of Common Stock specified on
Exhibit "A" at a purchase price per share equal to the Option Price specified at
the top of this page (the "Option Price"). The Option is intended to be an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as in effect from time to time (the "Code").
2. Subject to Terms of Plan. The Option shall be subject to all
the terms and conditions of the Plan in effect from time to time.
3. Exercise of Option.
(a) Limitations on Exercise. The Option may be exercised in
whole or in part at any time (or from time to time) on or after the
expiration of twelve months from the Date of Grant and prior to the
Expiration Date set forth on Exhibit "A" (the "Expiration Date")
provided, however, that, except as provided in paragraph 3(b) below
and Section 9 of the Plan, the Option shall expire at the earlier of
(i) 30 days after the Employee ceases to be employed by the Company
or one of its subsidiaries and (ii) the generally applicable Expira-
tion Date of the Option.
(b) Exercise after Death or Disability. If the Employee
dies without having exercised the Option for the full number of
shares with respect to which it was exercisable at the time of
Employee's death, the Option shall remain exercisable with respect
to such remaining shares until the earlier of (i) one year from the
date of death, and (ii) the generally applicable Expiration Date of
the Option. In such event, the Option may be exercised by the
person or persons to whom the Employee's rights under the Option
shall pass by will or by applicable law of descent and distribution,
or if no such person has such rights, by Employee's executor or
administrator. If the Employee becomes totally and permanently
disabled (within the meaning of Section 22(e)(3) of the Code as in
effect from time to time) without having exercised the Option for
the full number of shares with respect to which it was exercisable
at the time of such disability, the Option shall remain exercisable
by the Employee with respect to such remaining shares until the
earlier of (i) one year from the date of disability, or (ii) the
generally applicable Expiration Date of the Option. Nothing con-
tained in this subparagraph (b) shall permit Options which were not
exercisable at the time of the Employees's death or disability to be
exercised after such death or disability.
(c) Method of Exercise. The Option shall be exercised by
delivering to the Secretary of the Company, at the Company's office
the Clarksburg, West Virginia, a signed written notice in the form
attached hereto as Exhibit "B" which identifies the Option and
specifies the number of shares with respect to which the Option is
being exercised and by paying the full Option Price for such
shares. The Option Price may be paid in cash or by cashier's or
certified check. In addition, the Employee may use shares of
Common Stock which were acquired by the Employee more than six
months prior to the Option exercise date. If this alternative
medium of payment is chosen, the Common Stock surrendered by the
Employee in payment of the Option Price shall be deemed to be the
equivalent of cash in the amount of that Common Stock's fair market
value determined in accordance with Section 6(b) of the Plan.
The date of exercise shall be the date the Company receives both
such written notice and payment. The Employee shall not have any
rights as a stockholder until such shares are issued to Employee,
which the Company shall do promptly.
(d) Fractional Shares. No fractional shares may be pur-
chased at any time.
4. Non-Transferability of the Option. The Option shall be
transferable only by will or by the laws of descent and distribution and, during
the Employee's lifetime, shall be exercisable only by Employee.
5. Compliance with Securities Laws. No shares of Common Stock
may be purchased under the Option unless, prior to the purchase thereof, the
Company shall have determined that the issuance and sale of such shares by the
Company to the Employee will not constitute a violation of the Securities Act of
1933, as amended (the "Securities Act"), or any applicable state securities
law. As a condition to any exercise of the Option, the Employee shall, if
requested by the Company, submit a written statement, in form satisfactory to
the Company, to the effect that the shares then to be purchased upon exercise of
the Option will be purchased for the Employee's own account for investment and
not with a view to the distribution thereof within the meaning of the Securities
Act. The Company shall also have the right, in its discretion, to cause the
certificates representing the shares then being purchased hereunder to be
appropriately legended to refer to such undertaking or to any legal restrictions
imposed upon the transferability thereof by reason of such undertaking.
The Option is subject to the further condition that if the listing,
registration or qualification of the shares subject hereto on any stock exchange
on which the Company's stock may be then listed or under any state or federal
law, or if the consent or approval of any regulatory body shall be necessary as
a condition of, or in connection with, the granting or exercise of the Option or
the delivery or purchase of shares hereunder, the Option may not be exercised,
in whole or in part, unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained.
Employee hereby states that he/she did not own or control stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or any of its subsidiaries on the Date of Grant.
6. No Employment Commitment. Neither the grant of the Option nor
the execution of the Agreement imposes upon the Company or any of its subsidiar-
ies an obligation to retain the services of the Employee for any stated period
of time, which employment continues to be at the pleasure of the Company or the
subsidiary of the Company by which the Employee is employed, at such compensa-
tion as it determines.
7. Discretion of the Company. Any decision made or action taken
by the Company or by the Board of Directors of the Company or by any committee
of the Board administering the Plan (the "Committee") arising out of or in
connection with the construction, administration, interpretation or effect of
the Option or the Plan shall be within the absolute discretion of the Company,
the Board of Directors or the Committee, as the case may be, and shall be
conclusive and binding upon all persons. The Committee shall determine whether
a termination of employment for purposes of the Option has occurred by reason of
the disability of the Employee.
8. Inalienability of Benefits and Interest. Except as expressly
provided herein, the Option and the rights and privileges conferred hereby shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any such attempted action shall
be void. No interest of the Employee herein shall be in any manner liable for
or subject to debts, contracts, liabilities, engagements, or torts of the
Employee. If the Employee shall become bankrupt or shall attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the Option, then
the Company in its discretion may hold the Option or any part hereof to or for
the benefit of the Employee, Employee's spouse, children, blood relatives, or
other dependents, or any of them, in such manner and in such proportions as the
Committee may consider proper.
9. Governing Law. All questions pertaining to the construction,
administration, interpretation, validity and effect of the provisions of the
Option and the Plan shall be determined in accordance with the Code and the laws
of the State of Delaware.
10. Withholding Taxes. As a condition precedent to the exercise
of the Option, in whole or in part, the Employee shall, if requested by the
Company, pay to the Company such sum or sums, in addition to the Option Price
for the shares then being purchased hereunder, as the Company may be required to
withhold and pay over as income or other withholding taxes under applicable
federal, state or local laws or regulations.
11. Change in Federal Income Tax Laws. In the event of changes in
the Code, or the regulations, rulings or other interpretations thereof affecting
the federal income tax consequences of the Option, the Committee shall have the
power to take such action as it deems necessary or desirable to amend the Option
for the purpose of permitting the Employee to obtain favorable federal income
tax treatment in connection with the Option or the disposition of shares
obtained through the exercise of the Option.
12. Notices. Any notice or communication required or permitted to
be given under this Agreement shall be sent by certified mail, postage prepaid,
to the following addresses (or to such other address as either party may
designate from time to time by written notice to the other party):
If to the Company, to:
Alamco, Inc.
200 West Main Street
P. O. Box 1740
Clarksburg, WV 26301-1740
If to the Employee, to the address appearing in the Company's
records for such Employee.
13. Effect on Other Plans. All benefits under the Option shall
constitute special compensation and shall not affect the level of benefits
provided to or received by the Employee (or the Employee's estate or beneficia-
ries) as part of any employee benefit plan of the Company or a subsidiary. The
Option shall not be construed to affect in any way the Employee's rights and
obligations under any other plan maintained by the Company or a subsidiary on
behalf of employees.
14. Changes in Capitalization. If the Company shall at any time
increase or decrease the number of outstanding shares of Common Stock or change
in any way the rights and privileges of such shares by means of the payment of a
stock dividend or any other distribution upon such shares payable in Common
Stock, or through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Common Stock, then the
relation to the Common Stock that is affected by one or more of the above
events, the numbers, rights and privileges of the shares of Common Stock subject
to the Option shall be increased, decreased or changed in like manner as if they
had been issued and outstanding, fully paid and nonassessable at the time of
such occurrence.
If the Company shall effect a merger, consolidation, or other
reorganization pursuant to which the outstanding shares of Common Stock shall be
exchanged for cash or other property (including other shares or securities of
the Company or of another corporation which is a party (or an affiliate of such
property) to such merger, consolidation, or other reorganization), the Company
shall use its best efforts to provide in any agreement or plan which it enters
into or adopts to effect any such merger, consolidation or other reorganization
that the Employee shall have the right to purchase, at the aggregate exercise
price provided for in the Agreement and on the same terms and conditions, the
kind and number of shares or other securities of the Company or such other
corporation (or right to receive cash) which would have been issuable to
Employee in respect of the number of shares of Common Stock which were subject
to such Option immediately prior to the effective date of such merger, consoli-
dation or other reorganization if such shares had been then owned by Employee
(including shares which relate to an Option not yet exercisable), provided,
however, that in the event such agreement or plan does not grant the Employee
such right within 10 days preceding the effective date of such merger, consoli-
dation, or other reorganization, all Options then exercisable will continue to
be exercisable at the exercise prices set forth in the Agreement and all Options
not yet exercisable shall become immediately exercisable at the exercise price
set forth in the Agreement.
15. Successors. The Option shall be binding upon and inure to
the benefit of any successor or successors of the Company and any person who,
upon the death of the Employee, acquires any rights hereunder pursuant to the
provisions of paragraph 3(b) above.
IN WITNESS WHEREOF, the Company has caused the Option to be executed
as of the date of grant first above written.
ATTEST: ALAMCO, INC.
- ----------------------- By: -------------------------
DATE: RECEIPT ACKNOWLEDGED:
- ------------------------ ------------------------------
Employee
EXHIBIT "A"
TO INCENTIVE STOCK OPTION AGREEMENT
EXERCISE AND EXPIRATION DATES
Number of Date First Expiration
Shares Exercisable Date
------ November 9, 1997 November 7, 2006
------ November 9, 1998 November 7, 2006
------ November 9, 1999 November 7, 2006
EXHIBIT "B"
TO INCENTIVE STOCK OPTION AGREEMENT
NOTIFICATION OF EXERCISE OF STOCK OPTION
To: Alamco, Inc.
200 West Main Street
P. O. Box 1740
Clarksburg, WV 26302-1740
I hereby elect to exercise my stock option granted on --------------
- ----------------------, at $ ------------ per share to the extent of -----------
- --------- shares of Common Stock. Payment in the amount of $-------------------
- ----- (Option Price times the number of shares) is enclosed in the form of -----
- --------------.
Please issue a stock certificate for the shares being purchased as
follows:
Name: ------------------------------------------
Address: ---------------------------------------
City: ---------------------- State: -----------
Zip: ----------------
Social Security Number: ------------------------
Date: ------------------------------------------
----------------------------
(Printed name of Employee)