Exhibit 10.1
INCENTIVE STOCK OPTION AGREEMENT
Option Granted June 25, 1998
Under the 1989 Stock Incentive Program
of
The Interlake Corporation
WHEREAS, , (hereinafter called the "Optionee") is a key
employee of , a subsidiary of The Interlake Corporation (hereinafter
called the "Corporation") or a subsidiary thereof;
WHEREAS, the 1989 Stock Incentive Program of the Corporation
("Program"), authorizing the granting to directors, officers and other key
employees of the Corporation and its subsidiaries of options to buy from the
Corporation shares of common stock, par value $1 a share, has been duly adopted
by the Corporation; and
WHEREAS, the execution of a stock option agreement in the form hereof
has been authorized by a resolution of the Management Development and
Compensation Committee (the "Committee") of the Board of Directors of the
Corporation duly adopted on June 25, 1998;
WHEREAS, the option granted hereby is intended to qualify as an
"incentive stock option" within the meaning of that term under Section 422 of
the Internal Revenue Code of 1986, as amended, or any successor provision
thereto;
NOW, THEREFORE, the Corporation hereby grants to the Optionee an option
to purchase shares of common stock, par value $1 a share, of the Corporation (or
any security into which such shares may be changed by reason of any transaction
or event described in Paragraph 15(a) of the Program) at a price of Four and
Twenty-One Thousand Eight Hundred and Seventy-Five Hundred Thousandths Dollars
($4.21875) 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, while the Optionee is employed by the Corporation and/or any
subsidiary;
(b) Unless exercisable in full by reason of a change in
control, to the extent of the numbers of shares as of the dates set
forth below, so long as the Optionee shall have been in the continuous
employ (which for purposes of this
sub-paragraph includes leaves of absence approved by the Committee and
for illness, military or government service, or other reason) of the
Corporation and/or any subsidiary from the date hereof to such date
June 25, 1999 shares [25%]
June 25, 2000 shares [50%]
June 25, 2001 shares [75%]
June 25, 2002 shares [100%]; and
(c) If an Optionee's employment terminates by reason of his
"retirement" or "disability," as hereinafter defined, or by reason of
death, and if an installment would have become exercisable within one
year subsequent to such event had the Optionee remained in the
continuous employ of the Corporation and/or any subsidiary, to the
extent of the sum of the number of shares purchasable pursuant to
paragraph 1(b) above and such additional installment.
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 owned by the Optionee
and having a market value (valued as set forth in the Program) equal to the
total option price, or (iii) any combination of whole shares owned by the
Optionee and funds equal to the total option price. In addition, the Optionee
shall pay the Corporation an amount in cash or by check equal to applicable
federal and other withholding taxes. Upon receipt of the payments referred to in
the two preceding sentences, the Corporation agrees to cause certificates for
any shares purchased hereunder to be delivered to the Optionee. For purposes of
this Section 2, the requirement of payment in cash shall be deemed satisfied if
the Optionee makes arrangements satisfactory to the Corporation with a broker to
sell on the exercise date a number of shares being purchased and such broker
undertakes to deliver the option price to the Corporation after settlement of
such sale. Notwithstanding any other provision of this Section 2, the right of
the Optionee to make payment of the option price by means of delivery of shares
shall be subject to the Corporation not being prohibited from accepting such
shares for such purpose by the terms of any financing agreement or instrument to
which it is then subject.
3. This option shall terminate on the earliest of the following dates:
(a) On the date upon which the Optionee ceases to be an
employee of the Corporation or a subsidiary by reason of termination of
employment for cause;
(b) Three months after the Optionee ceases to be an employee
of the Corporation or a subsidiary, unless he ceases to be an employee
by reason of death, retirement or disability as hereinafter defined, or
as described in (a) above;
(c) One year after the termination of the Optionee's
employment by reason of "retirement" or "disability" as hereinafter
defined, or by reason of death; or
(d) June 25, 2008.
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 Committee to that effect, notwithstanding any other
provision of this agreement. Nothing contained in this option shall limit
whatever right the Corporation or a subsidiary might otherwise have to terminate
the employment of the Optionee.
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 the Optionee or by the Optionee's 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 Committee shall make or provide for such adjustments in the
number of shares of common stock covered by this stock option, in the option
price applicable to this stock option, 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. Moreover, in the event of any such transaction or event, the
Committee, in its discretion, may provide in substitution for this stock option
such alternative consideration as it in good faith may determine to be equitable
in the circumstances and may require in connection therewith the surrender of
this stock option. No adjustment provided in this Paragraph 6 shall require the
Corporation to sell any fractional shares.
7. The term "subsidiary," as used in this agreement, has the meaning
ascribed to it in the Program. For purposes of this agreement, the continuous
employ of the Optionee with the Corporation or a subsidiary shall not be deemed
interrupted, and the Optionee shall not be deemed to have ceased to be an
employee of the Corporation or any subsidiary, by reason of the transfer of his
employment among the Corporation and its subsidiaries.
8. The term "disability," as used in this agreement, means the
termination of
an Optionee's employment under such circumstances as entitle him to Long Term
Disability Benefits under the Corporation's Salaried Employees Group Insurance
Plan, or a long term disability plan of the subsidiary by which he is employed,
and in which he participates at the time the disability occurs. If an Optionee
does not participate in a long term disability plan, "disability" means the
termination of an Optionee's employment under such circumstances as would
entitle him to long term disability benefits if he were a participant in the
Corporation's Salaried Employees Group Insurance Plan. The term " retirement,"
as used in this agreement, means the termination of the Optionee's employment by
reason of retirement on or after the Optionee's 65th birthday.
9. 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.
10. The holder of this Option shall not be, nor have any of the rights
or privileges of, a holder of the Corporation's Common Stock in respect of any
shares purchasable upon the exercise of any part of the Option unless and until
certificates representing such shares shall have been issued by the Corporation
to such holder.
11. The Corporation shall not be required to issue any fractional
shares of Common Stock pursuant to this option.
Executed at Lisle, Illinois, as of June 25, 1998.
THE INTERLAKE CORPORATION
By:/s/W. Robert Reum
Chairman of the Board,
President and Chief
Executive Officer
Receipt Acknowledged and Incentive Stock Option Agreement Accepted this
day of , 1998.
Signed: