NON-QUALIFIED STOCK OPTION AGREEMENT
Option Granted January 28, 1997
by
The Interlake Corporation
WHEREAS, (hereinafter called the "Optionee"), is a non-employee
director of The Interlake Corporation (hereinafter called the "Corporation") or
a subsidiary thereof;
WHEREAS, the Board of Directors of the Corporation has by resolution
dated January 28, 1997 ("Program") authorized the granting to each non-employee
director of the Corporation of options to buy from the Corporation shares of
common stock, par value $1 a share; and
WHEREAS, the execution of a stock option agreement in the form hereof
has been authorized by such resolution of the Board of Directors of the
Corporation;
NOW, THEREFORE, the Corporation hereby grants to the Optionee an
option to purchase 10,000 shares of common stock, par value $1 per share, of
the Corporation (or any security into which such shares may be changed by reason
of any transaction or event described in Paragraph 16(a) of the Program) at the
price of Four Dollars and Thirty-Six Cents ($4.36) per share, upon the terms and
conditions hereinafter set forth.
1. Until terminated, as hereinafter provided, this option may be
exercised in whole or in part from time-to-time as follows:
(a) In full, upon a "change in control," as hereinafter
defined; and
(b) Unless exercisable in full by reason of a change in
control, to the extent of the following aggregate percentages of
the number of shares specified above after the dates set forth
below
April 29, 1998 33 percent
April 29, 1999 66 percent
April 29, 2000 100 percent
Upon the exercise of this option when fewer than all installments set
forth in sub-paragraph (b) are exercisable, any fractional share shall be
rounded down to the nearest whole share.
2. The option price may, at the election of the Optionee, be
paid (i) in cash or by check acceptable to the Corporation or (ii) by
transfer to the Corporation of shares of common stock of the
Corporation having a value (such shares to be valued, for purposes of
this paragraph, at the average of the high and low prices quoted on
the New York Stock Exchange Composite Transactions for the date upon
which the Optionee's exercise of stock option is received) equal to
the total option price, or (iii) any combination of whole shares and
funds equal to the total option price. Upon receipt of the payments
referred to in the preceding sentence, the Corporation agrees to
cause certificates for any shares purchased hereunder to be delivered
to the Optionee.
3. This option shall terminate on the earliest of the following
dates:
(a) Two years after the Optionee ceases to be a director of
the Corporation; or
(b) January 28, 2007
In the event the Optionee shall intentionally commit an act
materially inimical to the interests of the Corporation or a
subsidiary, this option shall terminate upon a finding by the Board
of Directors of the Corporation to that effect, notwithstanding any
other provision of this agreement.
4. This option is not transferrable by the Optionee otherwise
than by will or the laws of descent and distribution, and is
exercisable, during the lifetime of the Optionee, only by him or by
his legal guardian or legal representative.
5. This option shall not be exercisable if such exercise would
involve a violation of any applicable federal or state securities
laws. The Corporation hereby agrees to make reasonable efforts to
comply with any applicable securities laws.
6. The Board of Directors of the Corporation shall make or
provide for such adjustments in the number of shares of common stock
covered by outstanding stock options granted hereunder, in the option
price applicable to such stock options, and in the kind of securities
covered thereby, as the Committee in its sole discretion, exercised
in good faith, determines is equitably required to prevent dilution
or enlargement of the rights of Optionees that otherwise would result
from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the
Corporation, or (b) any merger, consolidation, spin-off,
reorganization, partial or complete liquidation, repurchase or
exchange of shares, issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. No adjustment provided in
this Paragraph 6 shall require the Corporation to sell any fractional
shares.
7. The term "change in control," as used in this agreement, means
the occurrence of any of the following events while the Optionee is
employed by the Corporation or a subsidiary:
(a) The Corporation is merged or consolidated or reorganized
into or with another corporation or other legal person and as a
result of such merger, consolidation or reorganization less than
75% of the outstanding voting securities or other capital
interests of the surviving, resulting or acquiring corporation or
other legal person are owned in the aggregate by the stockholders
of the Corporation immediately prior to such merger, consolidation
or reorganization;
(b) The Corporation sells all or substantially all of its
business and/or assets to any other corporation or other legal
person, less than 75% of the outstanding voting securities or
other capital interests of which are owned in the aggregate by the
stockholders of the Corporation, directly or indirectly,
immediately prior to or after such sale;
(c) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report) each as promulgated
pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has
become the beneficial owner (as the term "beneficial owner" is
defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of 25% or more of the issued
and outstanding shares of voting securities of the Corporation; or
(d) During any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors
of the Corporation cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for
election by the Corporation's stockholders, of each new director
of the Corporation was approved by a vote of at least two-thirds
of such directors of the Corporation then still in office who were
directors of the Corporation at the beginning of any such period.
8. This option is intended to be a non-qualified stock option and
shall not be treated as an incentive stock option within the meaning
of the Internal Revenue Code of 1986, as the same has been heretofore
or may hereafter be amended.
Executed at Lisle, Illinois, as of January 28, 1997.
THE INTERLAKE CORPORATION
By____________________________
Stephen R. Smith
Vice President, Secretary
and General Counsel
Receipt Acknowledged and Non-Qualified Stock Option Agreement
Accepted this day of ________________, 1997.
Signed:
Name: