EXHIBIT 4.2
E&B MARINE INC.
Stock Option Certificate
Under the Amended and Restated
1983 Stock Option Plan
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Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant specified above
(which shall in no event be later than January 25, 2001), the Compensation and
Stock Option Committee (the "Committee") of the Board of Directors of E&B Marine
Inc. (the "Company") has granted to the above-named optionee (the "Optionee") an
option to purchase from the Company, for the price per share set forth above,
the number of shares of Common Stock, $.001 par value (the "Stock"), of the
Company set forth above pursuant to the E&B Marine Inc. Amended and Restated
1983 Stock Option Plan (the "Plan"). This option is not intended to be treated
as an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
The terms and conditions of the option granted hereby, in addition to the
terms and conditions contained in the Plan, are as follows:
1. The price at which each share of Stock subject to this option may be
purchased shall be the price set forth above,
subject to any adjustments which may be made pursuant to Section 9 hereof.
2. Subject to the terms and conditions set forth herein, this option
may be exercised to purchase shares of Stock covered by this option only in
accordance with the following schedule:
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
by Option which May be
Exercise Period Purchased
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less, in the case of each exercise period, the number of shares of Stock, if
any, previously purchased hereunder. This option shall terminate and no shares
of Stock may be purchased hereunder more than ten years after the date of grant.
3. Except as provided in Section 7 hereof, this option may not be
exercised unless the Optionee is in the employ of the Company or one of its
subsidiary corporations (within the meaning of Section 424(f) of the Code, and
referred to herein as "Subsidiary") at the time of such exercise and shall have
been such employee continuously since the date of the grant of this option. For
purposes hereof, service as a director, officer or consultant of or to the
Company or any Subsidiary shall be considered employment (and the period of such
service shall be
considered the period of employment for purposes of this Section 3 and Section 7
hereof.)
4. Subject to the terms and conditions set forth herein, the
Optionee may exercise this option at any time as to all or any of the shares of
Stock then purchasable in accordance with Section 2 hereof by delivering to the
Company written notice specifying:
(i) the number of whole shares of Stock to be purchased together
with payment in full of the aggregate option price of such shares,
provided that this option may not be exercised for less than ten (10)
shares of Stock or the number of shares of Stock remaining subject to
option, whichever is smaller;
(ii) the name or names in which the stock certificate or
certificates are to be registered;
(iii) the address to which dividends, notices, reports, etc. are
to be sent; and
(iv) the Optionee's social security number.
Only one Stock certificate will be issued unless the Optionee otherwise requests
in writing. Payment shall be in cash, or by certified or bank cashier's check
payable to the order of the Company, free from all collection charges; provided,
however, that payment may be made in shares of Stock owned by the Optionee for a
period of at least six months having a market value on the date of exercise
equal to the aggregate purchase price, by surrender of options which are then
exercisable, or in a combination of cash and Stock and surrender of options.
Upon surrender of options in payment of the purchase price the optionee shall be
entitled to receive that number of shares of Stock determined by dividing (x)
the difference between the
aggregate market value on the date of exercise of the shares of Stock issuable
in respect of the options so surrendered and the aggregate exercise price of the
options so surrendered by (y) the market value per share of Stock on the date of
exercise. For purposes of this option and the Plan, the market value per share
of Stock shall be the last sale price regular way on the date of reference, or,
in case no sale takes place on such date, the average of the high bid and low
bid prices, in either case on the principal national securities exchange on
which the Stock is listed or admitted to trading, or if the Stock is not listed
or admitted to trading on any national securities exchange, the last sale price
reported on the National Market System of the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") on such date, or the average of
the closing high bid and low asked prices of the Stock in the over-the-counter
market reported on NASDAQ on such date, whichever is applicable, or if there are
no such prices reported on NASDAQ on such date, as furnished to the Committee by
any New York Stock Exchange member selected from time to time by the Committee
for such purpose. If there is no bid or asked price reported on any such date,
the market value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. If the Optionee so requests,
shares of Stock purchased upon exercise of an option may be issued in the name
of the Optionee or another person. No Optionee shall be entitled to any rights
as a
stockholder of the Company in respect of any shares of Stock covered by this
option until such shares of Stock shall have been paid for in full and issued to
the Optionee.
5. As soon as practicable after the Company receives payment for
shares of Stock covered by this option, it shall deliver a certificate or
certificates representing the shares of Stock so purchased to the Optionee. Such
certificate shall be registered in the name of the Optionee, or in such other
name or names as the Optionee shall request.
6. This option is personal to the Optionee and during the Optionee's
lifetime may be exercised only by the Optionee. This option shall not be
transferable other than by will or the laws of descent and distribution.
7. In the event that the Optionee's employment as an employee of the
Company or any Subsidiary (hereinafter the "Optionee's employment") is
terminated prior to the time that this option has been fully exercised, this
option shall be exercisable, as to any remaining shares of Stock subject hereto,
only in the following circumstances:
(i) If the Optionee's employment is terminated by action of his
employer, or by reason of disability or retirement under any
retirement plan maintained by the Company or any Subsidiary, this
option may be exercised by the Optionee within three months after such
termination, but only as to any shares exercisable on the date the
Optionee's employment so terminates;
(ii) In the event of the death of the Optionee during the three
month period after termination of the Optionee's employment covered by
(i) above, the person or persons
to whom his rights are transferred by will or the laws of descent and
distribution shall have a period of one year from the date of his
death to exercise any options which were exercisable by the Optionee
at the time of his death; and
(iii) In the event of the death of the Optionee during the period
of the Optionee's employment, this option shall thereupon become
exercisable in full, and the person or persons to whom the Optionee's
rights are transferred by will or the laws of descent and distribution
shall have a period of one year from the date of the Optionee's death
to exercise such option.
Notwithstanding the foregoing, this option shall in no event be exercisable
after the date of termination of such option specified in Section 2 hereof.
8. This option does not confer on the Optionee any right to continue
in the employ of the Company or any Subsidiary or interfere in any way with the
right of the Company to determine the terms of the Optionee's employment.
9. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
extraordinary dividend or divestiture (including a spin-off), or any other
change in the corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the number and kind of
shares covered by this option, or in the option price per share hereunder, or
both.
10. In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of
the Company (determined immediately prior to such merger or consolidation)
owning less than a majority of the outstanding voting securities of the
surviving corporation (determined immediately following such merger or
consolidation), or any sale or transfer by the Company of all or substantially
all of its assets or any tender offer or exchange offer for or the acquisition,
directly or indirectly, by any person or group of all or a majority of the then
outstanding voting securities of the Company, this option shall become
exercisable in full on and after (i) the fifteenth day prior to the effective
date of such merger, consolidation, sale, transfer or acquisition or (ii) the
date of commencement of such tender offer or exchange offer, as the case may be.
Notwithstanding the foregoing, in no event shall this option be exercisable
after the date of termination of the exercise period of this option specified in
Sections 2 and 7 hereof.
11. This option shall be subject to the requirement that if at any
time the Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered hereby upon any securities exchange
or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of shares of Stock
hereunder, this option may not be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of
any conditions not acceptable to the Board of Directors. The Committee may
require that the person exercising this option shall make such representations
and agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.
12. This option and the terms and conditions herein set forth are
subject in all respects to the terms and conditions of the Plan, which shall be
controlling. All interpretations or determinations of the Committee shall be
binding and conclusive upon the Optionee and his legal representatives on any
question arising hereunder or under the Plan.
13. It shall be a condition to the obligation of the Company to issue
shares of Stock upon exercise of this option, that the Optionee (or any
beneficiary or person entitled to act under Section 7 hereof) pay to the
Company, upon its demand, such amount as may be requested by the Company for the
purpose of satisfying any liability to withhold federal, state or local income
or other taxes.
14. All notices hereunder to the Company shall be delivered or mailed
to the following address:
E&B Marine Inc.
201 Meadow Road
Edison, New Jersey 08818
Attention: Secretary, Stock Option Committee
Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Optionee.
E&B MARINE INC.
By__________________________