AMERON, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Pursuant to the
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
This Nonemployee Director Stock Option Agreement (this
"Agreement") is made and entered into effective as of the Date of
Grant indicated below by and between Ameron, Inc., a Delaware
corporation (the "Company"), and the person named below as
Optionee.
WHEREAS, Optionee is a nonemployee director of the
Company (a "Nonemployee Director"); and
WHEREAS, pursuant to the Company's 1994 Nonemployee
Director Stock Option Plan (the "Plan"), an option to purchase
shares of the common stock, par value $2.50 per share, of the
Company (the "Common Stock") has been granted to Optionee, on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing
recitals and the covenants set forth herein, the parties hereto
hereby agree as follows:
1. Grant of Option; Certain Terms and Conditions.
The Company hereby grants to Optionee, and Optionee hereby
accepts, as of the Date of Grant, an option to purchase the
number of shares of Common Stock indicated below (the "Option
Shares") at the Exercise Price per share indicated below, which
option shall expire at 5:00 o'clock p.m., Los Angeles time, on
the Expiration Date indicated below and shall be subject to all
of the terms and conditions set forth in this Agreement (the
"Option"). On each anniversary of the Date of Grant, the Option
shall become exercisable to purchase ("vest with respect to") an
incremental number of Option Shares (rounded to the nearest whole
share) equal to the total number of Option Shares multiplied by
the Annual Vesting Rate indicated below.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:*
Expiration Date:**
Annual Vesting Rate:
___________________
* Fair Market Value (as defined in the Plan) on Date of Grant
of Option Shares.
** Tenth anniversary of Date of Grant. The Option is not intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code.
2. Acceleration of Vesting and Expiration of Option.
(a) Termination of Nonemployee Director Status.
(i) Retirement. If Optionee ceases to be a
Nonemployee Director as a result of not standing for re-election
because of the policies of the Board of Directors of the Company
(the "Board") relating to age ("Retirement"), then (A) the
portion of the Option that has not vested on or prior to the date
of such Retirement shall fully vest and (B) the Option shall
expire upon the Expiration Date.
(ii) Death or Permanent Disability. If
Optionee shall cease to be a Nonemployee Director by reason of
the death or permanent disability of Optionee, then (A) the
portion of the Option that has not vested on or prior to the date
of death or disability shall vest on such date, and (B) the
Option shall expire one year after the date of Optionee's death
or permanent disability.
(iii) Reasons other than Retirement,
Death or Permanent Disability. If Optionee shall cease to be a
Nonemployee Director for any reason other than Retirement, Death
or Permanent Disability, then the Option shall expire ninety days
after such date.
(b) Death Following Termination of Nonemployee
Director Status. Notwithstanding anything to the contrary in
this Agreement, if Optionee shall die at any time after the date
on which he or she ceases to be a Nonemployee Director and prior
to the date on which the Option expires pursuant to Section 2(a),
then the vested portion of the Option shall expire on the earlier
of the Expiration Date or the first anniversary of the date of
such death.
(c) Other Events Causing Acceleration and
Expiration of Option. Notwithstanding anything to the contrary
in this Agreement, the Option shall become exercisable in full on
the day following the record date for the determination of
shareholders entitled to vote upon, and shall expire upon the
consummation of, any of the following events:
(i) the dissolution or liquidation of the
Company;
(ii) a reorganization, merger or
consolidation of the Company (other than a reorganization, merger
or consolidation the sole purpose of which is to change the
Company's domicile solely within the United States) the
consummation of which results in the outstanding securities of
any class then subject to the Option being exchanged for or
converted into cash, property and/or a different kind of
securities, unless the terms of such reorganization, merger or
consolidation shall provide that the Option shall continue in
effect thereafter and shall be exercisable to acquire the number
and type of securities or other consideration to which Optionee
would have been entitled had he or she exercised the Option
immediately prior to such reorganization, merger or
consolidation; or
(iii) a sale of substantially all of the
property and assets of the Company.
3. Adjustments. In the event that the outstanding
securities of the class then subject to the Option are increased,
decreased or exchanged for or converted into cash, property
and/or a different number or kind of securities, or cash,
property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a
recapitalization, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock
split, reverse stock split or the like, then, the Board shall
make appropriate and proportionate adjustments in the number and
type of shares or other securities or cash or other property that
may thereafter be acquired upon the exercise of the Option;
provided, however, that any such adjustments in the Option shall
be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
4. Exercise. The Option shall be exercisable during
Optionee's lifetime only by Optionee or by his or her guardian or
legal representative, and after Optionee's death only by the
person or entity entitled to do so under Optionee's last will and
testament or applicable intestate law. The Option may only be
exercised by the delivery to the Company of a written notice of
such exercise (the "Exercise Notice"), which notice shall specify
the number of Option Shares to be purchased (the "Purchased
Shares") and the aggregate Exercise Price for such shares,
together with payment in full of such aggregate Exercise Price in
cash or by check payable to the Company; provided, however, that
payment of such aggregate Exercise Price may instead be made, in
whole or in part, by one or more of the following means:
(a) the delivery, concurrently with such exercise
and in accordance with Section 220.3(e)(4) of Regulation T
promulgated under the Exchange Act, of an irrevocable
instructions to a broker promptly to deliver to the Company
a specified dollar amount of the proceeds of a sale of the
Option Shares issuable upon exercise of the Option; or by
(b) (i) the delivery to the Company of a
certificate or certificates representing shares of Common Stock,
duly endorsed or accompanied by a duly executed stock powers,
which delivery effectively transfers to the Company good and
valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be
valued on the basis of the aggregate Fair Market Value (as
defined in the Plan) thereof on the date of such exercise),
(ii) a reduction in the amount of Option
Shares or other property otherwise issuable pursuant to the
Option and/or
(iii) the delivery of shares purchased
upon exercise of the Option to be used, in a series of
simultaneous transactions, to pay the exercise price for
additional shares (i.e., "pyramiding"), provided that in the case
of clause (i), clause (ii) or clause (iii) the Company is not
then prohibited from purchasing or acquiring such shares of
Common Stock and provided further that Optionee must exercise at
least one-third of the Option in order to take advantage of
clause (iii).
5. Payment of Withholding Taxes. If the Company
becomes obligated to withhold an amount on account of any tax
imposed as a result of the exercise of the Option, including,
without limitation, any federal, state, local or other income
tax, or any F.I.C.A., state disability insurance tax or other
employment tax (the "Withholding Liability"), then Optionee
shall, on the date of exercise and as a condition to the issuance
of the Option Shares, pay the Withholding Liability to the
Company in cash or by check payable to the Company; provided,
however, that payment of the Withholding Liability may instead be
made, in whole or in part, by any of the means set forth in
Section 4(b), provided that the Company is not then prohibited
from purchasing or acquiring such shares of Common Stock.
Optionee hereby consents to the Company withholding the full
amount of the Withholding Liability from any compensation or
other amounts otherwise payable to Optionee if Optionee does not
pay the Withholding Liability to the Company on the date of
exercise of the Option, and Optionee agrees that the withholding
and payment of any such amount by the Company to the relevant
taxing authority shall constitute full satisfaction of the
Company's obligation to pay such compensation or other amounts to
Optionee.
_______________________________
CAUTION: PAYMENT OF THE EXERCISE PRICE OR WITHHOLDING
LIABILITY BY ANY OF THE MEANS PERMITTED IN SECTION 4(B) MAY
HAVE IMPLICATIONS UNDER SECTION 16(B) OF THE SECURITIES
EXCHANGE ACT (SHORT-SWING PROFIT RECOVERY) AND SHOULD NOT BE
UNDERTAKEN WITHOUT ADVICE OF COUNSEL.
_______________________________
6. Notices. All notices and other communications
required or permitted to be given pursuant to this Agreement
shall be in writing and shall be deemed given if delivered
personally or five days after mailing by certified or registered
mail, postage prepaid, return receipt requested, to the Company
at 245 South Los Robles Ave., Pasadena, California 91101,
Attention: Corporate Secretary, or to Optionee at the address set
forth beneath his or her signature on the signature page hereto,
or at such other addresses as they may designate by written
notice in the manner aforesaid.
7. Stock Exchange Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed or (b) in the
opinion of counsel to the Company, such issuance or delivery
would cause the Company to be in violation of or to incur
liability under any federal, state or other securities law, or
any requirement of any stock exchange listing agreement to which
the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the
Company.
8. Nontransferability. Neither the Option nor any
interest therein may be sold, assigned, conveyed, gifted,
pledged, hypothecated or otherwise transferred in any manner
other than by will or the laws of descent and distribution
9. Plan. The Option is granted pursuant to the Plan,
as in effect on the Date of Grant, and is subject to all the
terms and conditions of the Plan, as the same may be amended from
time to time; provided, however, that no such amendment shall
deprive Optionee, without his or her consent, of the Option or of
any of Optionee's rights under this Agreement. Until the Option
shall expire, terminate or be exercised in full, the Company
shall, upon written request therefor, send a copy of the Plan, in
its then-current form, to Optionee or any other person or entity
then entitled to exercise the Option.
10. Stockholder Rights. No person or entity shall be
entitled to vote, receive dividends or be deemed for any purpose
the holder of any Option Shares until the Option shall have been
duly exercised to purchase such Option Shares in accordance with
the provisions of this Agreement.
11. Governing Law. This Agreement and the Option
granted hereunder shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee
have duly executed this Agreement effective as of the Date of
Grant.
AMERON, INC.
By:______________________________
OPTIONEE:
____________________________
Signature