Exhibit 10.3
NON-EMPLOYEE DIRECTOR
STOCK OPTION GRANT
PURSUANT TO THE KAISER
1997 OMNIBUS STOCK INCENTIVE PLAN
1) GRANT OF STOCK OPTION. Kaiser Aluminum Corporation
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("KAC") and Kaiser Aluminum & Chemical Corporation ("KACC"), both
Delaware corporations (collectively, the "Company"), hereby
evidence that the Company has granted to __________("Optionee")
the right, privilege and option as herein set forth (the "Stock
Option") to purchase ______ shares of common stock, $.01 par
value per share, of KAC (as more fully defined in Attachment I -
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"Definitions Applicable to Certain Terms", which is incorporated
herein and made a part hereof, the "Option Shares") in accordance
with the terms of this document (this "Stock Option Grant").
The Stock Option is granted pursuant to the Kaiser 1997
Omnibus Stock Incentive Plan (the "Plan") and is subject to the
provisions of the Plan, a copy of which has been furnished to
Optionee and which is hereby incorporated in and made a part of
this Stock Option Grant, as well as to the provisions of this
Stock Option Grant. By acceptance of the Stock Option, Optionee
agrees to be bound by all of the terms, provisions, conditions
and limitations of the Plan and this Stock Option Grant.
All capitalized terms used herein shall have the meanings
provided in the Plan document unless otherwise specifically
provided in this Stock Option Grant, including Attachment I. The
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Stock Option is a Nonqualified Stock Option under the Plan and is
not intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Code.
All Option Shares, when issued to Optionee upon the exercise
of this Stock Option, shall be fully paid and nonassessable.
2) OPTION TERM. Subject to earlier termination as
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provided herein, or in the Plan, the Stock Option shall expire on
__________ ("Expiration Date"). The period during which the
Stock Option is in effect shall be referred to as the "Option
Period".
3) OPTION EXERCISE PRICE. The exercise price per Option
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Share (the "Option Price") at which Optionee may purchase such
Option Shares subject to the Stock Option shall be $_____per
Option Share. Such Option Price shall be subject to adjustment
as provided in the Plan and this Stock Option Grant. The Company
shall notify Optionee within thirty (30) days of any change in
the Option Price.
4) VESTING. The Stock Option may be exercised during the
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Option Period only to the extent it has become a "Vested Option."
The Stock Option shall become a Vested Option as to all of the
Option Shares as of 12:01 a.m. Houston time on _________.
5) METHOD OF EXERCISE. To exercise the Stock Option,
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Optionee shall deliver written notice to the Company stating the
number of Option Shares with respect to which the Stock Option is
being exercised together with payment for such Option Shares.
Payment shall be made (i) in cash or its equivalent, (ii) by
tendering previously acquired Shares (as defined in Attachment I)
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having an aggregate Fair Market Value (as defined in the Plan) at
the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by
Optionee for at least six months prior to their tender to satisfy
the Option Price) or (iii) by a combination of (i) and (ii).
The Stock Option may be exercised by Optionee or, in the
case of death, by the executor or administrator of Optionee's
estate, or the person or persons to whom Optionee's rights under
the Stock Option shall pass by will or by the applicable laws of
descent and distribution, or in the case of Disability (as
defined in the Plan), by Optionee's personal representative.
6) TERMINATION OF DIRECTORSHIP. If Optionee's membership
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on the Board (as defined in the Plan) terminates for any reason,
the Stock Option shall continue to vest and shall continue to be
exercisable in accordance with the terms hereof.
7) REORGANIZATIONS. The existence of the Stock Option
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shall not affect in any way the right or power of the Company and
its Subsidiaries (as defined in Attachment I) or the issuers of
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Attributable Securities or its or their stockholders to make or
authorize any and all Distribution Events (as defined in
Attachment I) and any and all other adjustments or other changes
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in the capital structure or business of the Company or its
Subsidiaries or the issuers of Attributable Securities (as
defined in Attachment I), any and all issuances of bonds,
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debentures, common stock, preferred or prior preference stock,
warrants, rights or other securities, whether or not affecting
the Option Shares or the rights thereof, any dissolution or
liquidation of the Company or any Subsidiary, any sale or other
divestiture or transfer of all or any part of the assets or
business of the Company or any Subsidiary or any issuer of
Attributable Securities and any and all other corporate acts or
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proceedings, whether of a similar character or otherwise.
8) ADJUSTMENTS. If any one or more Distribution Events
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affects the Shares such that an adjustment in the Stock Option is
appropriate in order to prevent dilution or enlargement of the
rights of Optionee, the Board shall make appropriate adjustment
to the number and kind of Shares or securities issuable in
respect of the Stock Option and to the Option Price, or if deemed
appropriate, make provision for the payment of cash or other
property in respect of the Stock Option. In addition, the Board
may make adjustments in the terms and conditions of the Stock
Option in recognition of unusual or nonrecurring events affecting
the Company or its financial statements or of changes in
applicable laws, regulations or accounting principles in order to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available to Optionee under this
Stock Option Grant and the Plan.
9) NO RIGHTS IN OPTION SHARES. Optionee shall have no
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rights as a stockholder in respect of Option Shares until
Optionee becomes the holder of record of such Option Shares.
10) OPTION SHARES RESERVED. The Company shall at all times
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during the Option Period reserve and keep available such number
of Shares as will be sufficient to satisfy the requirements of
the Stock Option.
11) NONTRANSFERABILITY OF STOCK OPTION. The Stock Option
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granted pursuant to this Stock Option Grant is not transferable
other than by will, the laws of descent and distribution or by
qualified domestic relations order. The Stock Option will be
exercisable during Optionee's lifetime only by Optionee or by
Optionee's guardian or legal representative. No right or benefit
hereunder shall in any manner be liable for or subject to any
debts, contracts, liabilities, or torts of Optionee.
12) AMENDMENT AND TERMINATION. Except as permitted herein
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or by the Plan, no amendment or termination of the Stock Option
shall be made by the Board at any time without the written
consent of Optionee. No amendment of the Plan will adversely
affect the rights, privileges and options of Optionee under the
Stock Option without the written consent of Optionee.
13) NO GUARANTEE OF DIRECTORSHIP. The Stock Option shall
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not confer upon Optionee any right with respect to continuance as
a member of the Board, nor shall it interfere in any way with any
right the Company would otherwise have to terminate Optionee's
membership on the Board or other service at any time.
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14) WITHHOLDING OF TAXES. The Company shall have the right
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to deduct or withhold, or require Optionee to remit to the
Company, an amount sufficient to satisfy all federal, state and
local taxes, domestic or foreign, required by law or regulation
to be withheld with respect to any taxable event arising under
this Stock Option Grant or any exercise or other action or event
hereunder.
15) NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company
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nor the Board makes any commitment or guarantee that any federal
or state tax treatment will apply or be available to any person
eligible for benefits under the Stock Option.
16) SEVERABILITY. In the event that any provision of the
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Stock Option shall be held illegal, invalid, or unenforceable for
any reason, such provision shall be fully severable, but shall
not affect the remaining provisions of the Stock Option, and the
Stock Option shall be construed and enforced as if the illegal,
invalid, or unenforceable provision had never been included
herein.
17) GOVERNING LAW. The Stock Option shall be construed in
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accordance with the laws of the State of Texas to the extent
federal law does not supersede and preempt Texas law.
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Executed effective as of the [x day of mo, yr].
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"COMPANY"
KAISER ALUMINUM CORPORATION
By:
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Printed Name:
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Title:
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KAISER ALUMINUM & CHEMICAL
CORPORATION
By:
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Printed Name:
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Title:
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Accepted effective as of the [x day of mo, yr].
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"OPTIONEE"
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Printed Name:
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Title:
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1 Stock Options granted in May 2000 vest upon the earlier of
(a) the time when a Share trades at $10.00 or more for 20
consecutive trading days and at least one year has elapsed since
the date of grant, and (b) nine years after the date of grant.
2 Stock Options granted in May 2000 will vest immediately
upon the death of Optionee and will be exercisable as to all
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Option Shares from the date of death through the end of the
Option Period. If Optionee ceases to be a member of the Board
for any other reason, the Stock Option will continue to vest in
accordance with Paragraph 4 and all Vested Options will be
exercisable through the end of the Option Period.
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ATTACHMENT I
NON-EMPLOYEE DIRECTOR STOCK OPTION GRANT
DEFINITIONS APPLICABLE TO CERTAIN TERMS
"ATTRIBUTABLE SECURITIES" - see the definition of "Option Share".
"DISTRIBUTION EVENTS" means any and all distributions, dividends,
recapitalizations, forward or reverse splits, reorganizations,
mergers, consolidations, spin-offs, combinations, repurchases,
share exchanges or other similar corporate transactions or
events.
"MARKETABLE SECURITIES" means securities (a) of a class that is
registered under the Securities Exchange Act of 1934, as amended,
(b) for which sales prices or bid and asked prices are regularly
quoted and (c) that, if issued and delivered to Optionee upon
exercise of the Stock Option, would not be subject to any
restriction on resale, other than any restriction arising from
Optionee's being an Affiliate or Insider (as defined in the Plan)
of the issuer of such Marketable Securities.
"OPTION SHARE" means (a) one Share as constituted on
_____________ (an "Original Share") and (b) in the event of any
one or more successive Distribution Events, all Marketable
Securities ("Attributable Securities") into which or for which an
Original Share or any Attributable Securities may be converted or
exchanged or that a stockholder may have the right to receive in
respect of such Original Share or Attributable Securities.
"ORIGINAL SHARE" - see the definition of "Option Share".
"SHARE" means one share of common stock, par value $.01 per
share, of KAC.
"SUBSIDIARY" - see Section 2.32 of the Plan. For avoidance of
doubt, KACC shall be considered a Subsidiary of KAC so long as
KAC has a majority voting interest in KACC, and KAC shall be
considered to have a majority voting interest whether it holds
such interest directly or indirectly through one or more
Subsidiaries.
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