FORM 5 [Outside Director]
AMERICAN PREMIER GROUP, INC.
STOCK OPTION AGREEMENT
Subject and pursuant to the provisions of the American
Premier Group, Inc. Stock Option Plan (the "Plan"),
__________________________________ (the "Optionee") is hereby
granted the option (the "Option") to purchase _______________
_________________________ (________) fully paid and
non-assessable shares of Common Stock, $1.00 par value (the
"Shares"), of American Premier Group, Inc., an Ohio corporation
(the "Company"), upon and subject to the following terms and
conditions:
1. Option Price. The price at which each Share may be
purchased pursuant to the Option is $_______ per share.
2. Duration of Option. Except as otherwise provided
herein, the Option shall expire, and all rights to purchase
Shares pursuant thereto shall cease, on the third day after the
tenth anniversary of the date of grant of the Option (the
"Expiration Date"), as set forth below.
3. Designation as Non-Incentive Option. The Option is
designated a "Non-Incentive Option" (which term, as used herein,
shall mean an option not intended to be an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")).
4. Vesting of Option. The Option is fully exercisable
and vested as of the date on which the Option was granted.
5. Merger, Consolidation, Etc. In the event that the
Company shall, pursuant to action by its Board of Directors, at
any time propose to merge into, consolidate with, or sell or
otherwise transfer all or substantially all of its assets to
another corporation and provision is not made pursuant to the
terms of such transaction for the assumption by the surviving,
resulting or acquiring corporation of the Option, or for the
substitution of a new option therefor, a committee of the Board
of Directors designated by the Board of Directors (the
"Committee") shall cause written notice of the proposed
transaction to be given to the Optionee not less than 40 days
prior to the anticipated effective date of the proposed
transaction, and, prior to a date specified in such notice, which
shall be not more than 10
days prior to the anticipated effective date of the proposed
transaction, the Optionee shall have the right to exercise the
Option to purchase any or all Shares then subject to the Option,
including those, if any, which by reason of
other provisions of the Option have not then become available for
purchase. The Optionee, by so notifying the Company in writing,
may, in exercising the Option, condition such exercise upon, and
provide that such exercise shall become effective at the time of,
but immediately prior to, the consummation of the transaction, in
which event the Optionee need not make payment for the Shares to
be purchased upon exercise of the Option until 5 days after
written notice by the Company to the Optionee that the
transaction has been consummated. If the transaction is
consummated, the Option, to the extent not previously exercised
prior to the date specified in the foregoing notice, shall
terminate on the effective date of such consummation. If the
transaction is abandoned, any Shares not purchased upon exercise
of the Option shall continue to be available for purchase in
accordance with the other provisions of the Option.
6. Exercise of Option. A person entitled to exercise
the Option may exercise it in whole at any time, or in part from
time to time, by delivering to the Secretary of the Company
written notice specifying the number of Shares with respect to
which the Option is being exercised, together with payment in
full of the purchase price of such Shares plus any applicable
federal, state or local taxes for which the Company (or a
Subsidiary (as defined below)) has a withholding obligation in
connection with such exercise. Such payment shall be made in
whole or in part: (i) in cash or by personal check, money market
check, certified check, or bank draft to the order of the
Company, (ii) by the exchange of Common Stock of the Company
acquired by the person entitled to exercise the Option more than
6 months prior to the date of exercise and having a "fair market
value" on the date of exercise at least equal to the price for
which the Shares may be purchased pursuant to the Option plus any
applicable federal, state or local taxes for which the Company
(or a Subsidiary) has a withholding obligation as noted above
(including any such taxes with respect to income recognized by
the Optionee upon the disposition of the Common Stock of the
Company used to effect such exchange) or (iii) by a promissory
note payable to the Company, but only in accordance with the
provisions of, and if the Optionee is at the time of exercise
otherwise eligible under, the Company's Stock Option Loan
Program, or any successor program, as in effect from time to time
(the "Loan Program"), (a) in a principal amount up to 100% of the
payment or such applicable lower percentage as may be specified
by the Committee pursuant to the Loan Program and (b) bearing
interest at a rate not less than the applicable test rate
prescribed under Section 483 of the Code, or any successor
provision, or such higher rate as may be specified by the
Committee pursuant to the Loan Program. Notwithstanding the
foregoing, the Committee may, in its sole discretion, authorize
such payment, in whole or in part, in any other form. As used
-2-
herein, the term "Subsidiary" means any domestic or foreign
corporation, at least 50% of the outstanding voting stock or
voting power of which is beneficially owned, directly or
indirectly, by the Company. The "fair market value" of the
Shares on any date shall be the mean between the high and low
prices of the Shares on such date on the New York Stock Exchange
Composite Tape (or the principal market in which the Shares are
traded, if the Shares are not listed on that Exchange on such
date), or if the Shares were not
traded on such date, the mean between the high and low prices of
the Shares on the next preceding trading day during which the
Shares were traded.
7. Nontransferability. The Option shall not be
transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
Options may be exercised, during the lifetime of the Optionee,
only by the Optionee.
8. Termination of Service. In the event of the
Optionee's termination of service as a member of the Board of
Directors for any reason, the Option shall terminate on (i) the
date which is the later of (a) 90 days from the date of such
termination of service or (b) six months and ten days after such
Optionee's last purchase or sale of Shares prior to his or her
ceasing to be a member of the Board of Directors or (ii) its
Expiration Date, whichever shall first occur.
9. No Rights as Stockholder. The Optionee shall not
have any rights as a stockholder of the Company with respect to
any Shares prior to the date of issuance to the Optionee of the
certificate or certificates for such Shares.
10. Issuance of Shares; Restrictions.
(i) Subject to the conditions and restrictions
provided in this Paragraph 10, the Company shall,
within twenty business days after the Option has been
duly exercised in whole or in part, deliver to the
person who exercised the Option a certificate,
registered in the name of such person, for the number
of Shares with respect to which the Option has been
exercised. The Company may legend any stock
certificate issued hereunder to reflect any
restrictions provided for in this Paragraph 10.
(ii) Unless the Shares subject to the Option have
been registered under the Securities Act of 1933, as
amended (the "Act"), (and, if the Optionee may be
deemed an "affiliate" of the Company as defined in Rule
405 under the Act, such Shares have been registered
under the Act for resale by the Optionee), or the
Company has determined that an exemption from
registration is available, the Company may require
prior to and as a condition of
-3-
the issuance of any Shares that the person exercising the Option
furnish the Company with a written representation in a form
prescribed by the Committee to the effect that such person is
acquiring such Shares solely with a view to investment for such
person's own account and not with a view to the resale or
distribution of all or any part thereof, and that such person
will not dispose of any such Shares otherwise than in accordance
with the provisions of Rule 144 under the Act unless and until
either the Shares are registered under the Act or the Company is
satisfied that an exemption for such registration is available.
(iii) Anything contained herein to the contrary
notwithstanding, the Company shall not be obligated to
sell or issue any Shares pursuant to the Option unless
and until the Company is satisfied that such sale or
issuance complies with (a) all applicable requirements
of the New York Stock Exchange (or the governing
body of the principal market in which such Shares are
traded, if such Shares are not then listed on that
Exchange), (b) all applicable provisions of the Act and
(c) all other laws or regulations by which the Company
is bound or to which the Company is subject.
11. Adjustments. The number of Shares and the Option
price for Shares covered by the Option shall be proportionately
adjusted for any increase or decrease in the number of issued
Shares resulting from any stock dividend, stock split or similar
event, any other capital adjustment (including a reclassification
of Shares or recapitalization or reorganization of the Company),
or the distribution to holders of Shares of rights, warrants,
assets or evidences of indebtedness (other than regular cash
dividends) in such manner as the Committee in its sole judgment
determines to be equitable.
12. Optionee Acknowledgement. Optionee acknowledges
receipt of a copy of the Plan, as amended. Optionee hereby agrees
to accept as final and conclusive all determinations,
interpretations and constructions made by the Committee pursuant
to the Plan and the Option.
-4-
Date of Grant: June 1, ______
(Corporate Seal) AMERICAN PREMIER GROUP, INC.
Attest: By__________________________
Robert W. Olson
Senior Vice President
and Secretary
_________________________
Pamela S. Meyers
Assistant Secretary
____________________________
Optionee
-5-