BANTA CORPORATION
1995 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS AGREEMENT, dated as of this ____ day of ________, ____, by
and between Banta Corporation, a Wisconsin corporation (the "Company"),
and _________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Banta Corporation 1995
Equity Incentive Plan (the "Plan"), the terms of which, to the extent not
stated herein, are specifically incorporated by reference in this
Agreement; and
WHEREAS, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not
employees of the Company or any affiliate of the Company (a "Non-Employee
Director"); and
WHEREAS, the Optionee is now a Non-Employee Director, and the
Company desires him/her to continue as a member of the Company's Board of
Directors and to secure or increase his/her stock ownership in the Company
as an added incentive for him/her to continue his/her association with the
Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Company hereby grants to the Optionee an
option (the "Option") to purchase from the Company all or any part of the
aggregate amount of _____ shares of Common Stock (the "Optioned Shares").
The Option is intended to constitute a non-qualified stock option and
shall not be treated as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or any
successor provision thereto.
2. Option Price. The per share exercise price to be paid for
the Optioned Shares shall be $_____.
3. Exercisability and Termination of Option. The Option shall
become exercisable on ___________, ____; provided, however, that if the
Optionee ceases to be a director of the Company by reason of death,
disability or retirement prior to __________, ____, the Option shall
become immediately exercisable in full. The Option shall terminate on the
earlier of: (i) ___________, ____; or (ii) twelve months after the
Optionee ceases to be a director of the Company for any reason, including
as a result of the Optionee's death, disability or retirement.
4. Manner of Exercise and Payment. Subject to the provisions
of Paragraph 3 hereof and the Plan, the Option may be exercised in full at
any time or in part from time to time by delivery to the Secretary of the
Company at the Company's principal office in Menasha, Wisconsin, of a
written notice of exercise specifying the number of shares with respect to
which the Option is being exercised. The notice of exercise must be
accompanied by payment in full of the exercise price of the shares being
purchased: (i) in cash or its equivalent; (ii) by tendering previously
acquired shares of Common Stock (valued at their "market value" as of the
date of exercise, as determined in the manner provided in Section 6(b)(v)
of the Plan); or (iii) by any combination of the means of payment set
forth in subparagraphs (i) and (ii). For purposes of subparagraphs (ii)
and (iii) above, the term "previously acquired shares of Common Stock"
shall only include shares of Common Stock owned by the Optionee prior to
the exercise of the Option for which payment is being made and shall not
include shares of Common Stock which are being acquired pursuant to the
exercise of the Option. No shares shall be issued until full payment
therefor has been made.
5. Nontransferability of the Option. The Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Optionee shall be entitled, in
the manner provided in Paragraph 6 hereof, to designate a beneficiary to
exercise his/her rights, and to receive any shares of Common Stock
issuable, with respect to the Option upon the death of the Optionee. The
Option may be exercised during the lifetime of the Optionee only by the
Optionee or, if permitted by applicable law, the Optionee's guardian or
legal representative.
6. Designation of Beneficiary. (a) The person whose name
appears on the signature page hereof after the caption "Beneficiary" or
any successor designated by the Optionee in accordance herewith (the
person who is the Optionee's beneficiary at the time of his/her death
herein referred to as the "Beneficiary") shall be entitled to exercise the
Option, to the extent it is exercisable, after the death of the Optionee.
The Optionee may from time to time revoke or change his/her Beneficiary
without the consent of any prior Beneficiary by filing a new designation
with the Compensation Committee of the Board of Directors of the Company
or such other committee of the Board which shall have been designated to
administer the Plan (the "Committee"). The last such designation received
by the Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Optionee's death, and in no event
shall any designation be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time
of the Optionee's death, or if no designated Beneficiary survives the
Optionee or if such designation conflicts with law, the Optionee's estate
shall be entitled to exercise the Option, to the extent it is exercisable
after the death of the Optionee. If the Committee is in doubt as to the
right of any person to exercise the Option, the Company may refuse to
recognize such exercise, without liability for any interest or dividends
on the Optioned Shares, until the Committee determines the person entitled
to exercise the Option, or the Company may apply to any court of
appropriate jurisdiction and such application shall be a complete
discharge of the liability of the Company therefor.
7. Capital Adjustments Affecting the Common Stock. The number
of Optioned Shares subject hereto and the related per share exercise price
shall be subject to adjustment in accordance with Section 4(b) of the
Plan.
8. Transfer Restrictions. The shares to be acquired upon
exercise of the Option may not be sold or otherwise disposed of except
pursuant to an effective registration statement under the Securities Act
of 1933, as amended, or in a transaction which, in the opinion of counsel
for the Company, is exempt from registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares
are fully paid. The Option shall not confer upon the Optionee the right
to continue as a director of the Company.
10. Interpretation by Committee. As a condition of the
granting of the Option, the Optionee agrees, for himself/herself and
his/her personal representatives, that this Agreement shall be interpreted
by the Committee and that, subject to the express terms of the Plan, any
interpretation by the Committee of the terms of this Agreement and any
determination made by the Committee pursuant to this Agreement shall be
final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, and the Optionee has hereunto affixed his/her hand and
seal as to the day and year first above written.
BANTA CORPORATION
By:
[SEAL] Attest:
[SEAL]
_________________, Optionee
Beneficiary:
Address of
Beneficiary:
Beneficiary's Tax
Identification No.: