EXHIBIT 4(d)
ALATENN RESOURCES, INC.
1994 KEY EMPLOYEE STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
AlaTenn Resources, Inc., an Alabama corporation (the "Company"),
does hereby
grant unto _______________________ (the "Optionee") an Incentive
Stock Option
(the "Option") upon the terms and conditions set forth below and
in the AlaTenn
Resources, Inc. 1994 Key Employee Stock Incentive Plan (the
"Plan"), and, by his
execution of this Agreement, Optionee agrees that the Option is
granted under the
Plan and is subject to the terms and conditions set forth below
and in the Plan.
Capitalized terms used but not defined herein have the meaning set
forth in the
Plan.
1. AUTHORITY FOR GRANT.
The Option is granted under and pursuant to the provisions of
the Plan,
which is incorporated herein by reference. The Option is
intended to be
an Incentive Stock Option as defined in Section 2(n) of the
Plan.
2. TERM OF OPTION.
Optionee may exercise the Option, in whole or in part, at any
time, or
from time to time, during the Term as set forth in Exhibit A
hereto which
is here incorporated by reference, subject to the provisions
of this
Agreement and the Plan.
3. NUMBER OF COMMON SHARES.
Optionee is hereby granted an Option to purchase such number
of authorized
and unissued Common Shares or Common Shares held in the
Company's
treasury, as determined by the Committee, as is set forth in
Exhibit A
hereto which is here incorporated by reference, subject to
adjustment in
accordance with Section 9 of the Plan.
4. EXERCISE PRICE.
The exercise price for each Common Share subject to the
Option is the Fair
Market Value, as set forth in Exhibit A hereto which is here
incorporated
by reference.
5. EXERCISE OF OPTION.
The Option may not be exercised until the Optionee has
executed this
Agreement and has delivered an executed copy thereof to the
Company at 100
East Second Street, Sheffield, Alabama.
The Option may be exercised in whole or in part at any time,
or from time
to time, during the Term by delivery of a written notice of
exercise (the
"Notice of Exercise") to the Secretary of the Company, which
Notice of
Exercise must specify the number of whole Common Shares to be
purchased;
provided, however, that in no event shall the total number of
Common
Shares purchased hereunder pursuant to exercise of the Option
exceed the
number of Common Shares set forth in Exhibit A hereto which
is here
incorporated by reference, subject to adjustment as set forth
in Section
9 of the Plan. Payment of the total exercise price for such
number of
Common Shares must accompany such Notice of Exercise. The
exercise price
may be paid in cash, by check or by surrender of Common
Shares, the value
of which shall be the Fair Market Value on the date of
exercise. Exercise
of an Option by an Optionee's guardian, heir or
representative shall be
accompanied by evidence of such person's authority to so act,
in a form
reasonably satisfactory to the Company. If payment is made
by surrender
of Common Shares, the Notice of Exercise shall be accompanied
by the
certificate or certificates representing such Common Shares
duly endorsed
to the Company or accompanied by a duly executed instrument
of transfer.
The Option may not be exercised to purchase fractional Common
Shares.
Certificates for Common Shares will be issued as soon as
practicable after
satisfaction of the conditions set forth herein. Optionee
will have the
rights of a shareholder only after such certificates have
been issued.
6. DEATH OF OPTIONEE.
If Optionee dies while employed by the Company, the executor
of Optionee's
will or administrator of Optionee's estate may exercise the
Option in
accordance with Paragraph 5 hereof within three (3) months
from the date
of death, but in no event after the Term as set forth in
Exhibit A hereto
which is here incorporated by reference.
7. DISABILITY OF OPTIONEE.
If Optionee's employment is terminated by reason of
Disability, Optionee
may exercise the Option in accordance with Paragraph 5 hereof
within
twelve (12) months from such termination of employment, but
in no event
after the Term as set forth in Exhibit A hereto which is here
incorporated
by reference.
8. TERMINATION OF EMPLOYMENT.
If Optionee leaves the Company's employ for any reason other
than
Disability, Optionee may exercise the Option in accordance
with Paragraph
5 hereof within three (3) months from the date of such
termination of
employment, but in no event after the Term as set forth in
Exhibit A
hereto which is here incorporated by reference.
9. NO RIGHT TO CONTINUE EMPLOYMENT.
This Agreement shall not be deemed to confer upon Optionee
any right to
continue Optionee's employment by the Company, and the
Company may
terminate such employment at any time for any reason, subject
to the
provisions of any applicable employment agreement.
10. FORFEITURE OF OPTION BY REASON OF MISCONDUCT.
Notwithstanding any other provision hereof, if the Committee
determines
that Optionee has committed an act of embezzlement, fraud,
dishonesty,
nonpayment of any obligations owed to the Company or any
Subsidiary,
breach of fiduciary duty or deliberate disregard of any rules
of the
Company or any Subsidiary resulting in loss, damage or injury
to the
Company or any Subsidiary, neither the Optionee nor his
representative or
estate shall be entitled to exercise the Option. In making
such
determination, the Committee shall act fairly and shall give
the Optionee
an opportunity to appear before the Committee and present
evidence on the
Optionee's behalf.
11. CANCELLATION, TERMINATION OR AMENDMENT.
The Company may, at any time prior to exercise and with the
consent of
Optionee, cancel, revoke, terminate or amend the Option and
may substitute
an Option for a different price, term, or number of Common
Shares. In the
event of any amendment to or termination of the Plan, the
Option shall
remain in full force and effect as if the Plan had not been
amended or
terminated, unless Optionee otherwise agrees.
12. NONTRANSFERABILITY OF OPTION.
Optionee may not sell, pledge, assign, hypothecate, transfer
or dispose of
the Option in any manner, in whole or in part, other than by
will or by
the laws of descent and distribution or pursuant to a
qualified domestic
relations order. The Option may be exercised during
Optionee's lifetime
only by Optionee or, in the event of Disability, by
Optionee's guardian or
legal representative.
13. DETERMINATIONS BY THE COMMITTEE.
All decisions, determinations and interpretations concerning
the Option
and this Agreement shall be made by the Committee and shall
be final and
binding on the Company and Optionee.
14. MISCELLANEOUS.
(a) Headings. The headings contained herein are for
convenience of
reference only, do not constitute a part of this
Agreement and shall
not be deemed to limit, interpret or affect any of the
provisions
hereof.
(b) Notices. Any notices required or permitted to be given
hereunder
shall be made in writing and delivered to the Company at
100 East
Second Street, Sheffield, Alabama and to Optionee at his
address as
it appears in the Company's records. No such notice
shall be deemed
to have been given until it is received.
(c) Governing Law. This Agreement shall be governed by and
construed in
accordance with the laws of the State of Alabama.
IN WITNESS WHEREOF, the Company and Optionee have executed this
Incentive Stock
Option Agreement this the ___ day of ___________, 19__.
ALATENN RESOURCES, INC. OPTIONEE
By:__________________________ ____________________________
Its:______________________ Signature
EXHIBIT A
TO
INCENTIVE STOCK OPTION AGREEMENT
Optionee:
Grant Date:
Exercise Price Per
Common Share (Fair
Market Value, as
defined in the Plan)
Number of Common Can Only Be Must Be
Shares Subject to Option Exercised After Exercised Before