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Exhibit 99(f)
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Exhibit 99(f)
Optionee: Charles A. Luther
Effective Date: December 17, 1992 Certificate No.: NQ10
OPTION TO PURCHASE COMMON SHARES
OF
GATES/FA DISTRIBUTING, INC.
Option to Purchase
6,100 Common Shares
VOID AFTER 5:00 P.M., JULY 23, 1998, AS PROVIDED HEREIN
Gates/FA Distributing, Inc. (the "Company"), intending to be legally
bound, hereby grants to the Optionee named above an option (the "Option" or
"Options") to purchase all or any part of an aggregate of 6,100 Common Shares,
$.01 par value ("Option Shares") of the Company.
20. The Option shares may be purchased pursuant to this Option
at a price of $8.69 per share, subject to adjustment as hereinafter provided.
21. This Option shall be exercisable on July 23, 1993, and
shall expire at 5:00 p.m. Eastern Time on July 23, 1998 (the "Expiration"
date).
22. This Option may be exercised in whole or in part, from time
to time, in lots of not less than Fifty (50) Common Shares. To exercise this
option, or any part hereof, the Optionee shall (i) surrender this Option
Certificate to the Company at its principal office; (ii) deliver a notice (the
"Exercise Notice") specifying the number of Option Shares to be purchased;
(iii) pay the full purchase price for the Option Shares to be purchased, by
certified or bank cashier's check to the order of the Company; and (iv) furnish
to the Company such other instruments or documents as its legal counsel may
reasonably require. If less than all Option Shares are purchased, the Company
will issue, in addition to the Option Shares, a certificate evidencing the
number of Option Shares still covered by this option, or shall mark notation on
this Option Certificate setting forth the number of Option Shares remaining
unexercised.
23. (a) The aggregate of shares of Common Stock with
respect to which Options may be granted hereunder and the number of shares of
Common Stock subject to each outstanding Option, may all be appropriately
adjusted, as the Board of Directors may determine, for any increase or decrease
in the number of shares of issued Common Stock of the Company resulting from a
subdivision or consolidation of shares whether through reorganization, payment
of a share dividend or other increase or decrease in the number of such shares
outstanding effected without receipt of consideration by the Company; provided,
however, that no adjustment in the number of shares subject to outstanding
Options shall be made in the event, and then only to the extent, that such
adjustment together with all respective prior adjustments which were not made
as a result of this provision, involves a net change of more than ten percent
with respect to each outstanding Option from the respective number of shares of
Common Stock subject thereto on the date of grant thereof.
(b) Subject to any required action by the
stockholders, if the Company shall be a party to a transaction involving a sale
of substantially all its assets, a merger or a consolidation, any Option
granted hereunder shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the Option would have
been entitled if he actually owned the stock
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subject to the Option immediately prior to the time any such transaction became
effective; provided, however, that all unexercised Options may be cancelled by
the Company as of the effective date of any such transaction by exercise,
during the 30-day period preceding the effective date of such transaction of
all partly or wholly unexercised Options in full (without regard to installment
exercise limitations).
24. Rights Prior to Exercise of Option: The Option is not
transferable except as provided in paragraph 6 hereof, and during the lifetime
of the Optionee is exercisable only by the Optionee; the Optionee shall have no
rights as a stockholder until the date of delivery of a stock certificate for
such shares.
25. Termination of Option: In the event an Optionee shall
cease to be a member of the Board of Directors of the Company for any reason
other than death, the Optionee shall have the right to exercise his Option at
any time within three months after such cessation, but only as to such number
of shares as to which his option was exercisable at the date of such cessation.
Notwithstanding the provisions of the preceding sentence, (i) if cessation of
membership on the Board of Directors occurs by reason of the disability (within
the meaning of Section 105(d)(4) of the Internal Revenue Code), such three
month period shall be extended to six months; and (ii) if Optionee resigns or
is removed from the Board of Directors at the request of the Company fur
substantial cause, the participant's right to exercise his Option shall
terminate at the time such removal is effective. For purposes of this
provision, substantial cause shall include: (i) the commission of a criminal
act against, or in derogation of the interest of the Company; (ii) divulging
confidential information about the Company to the public; (iii) interference
with the relationship between the Company and any supplier, client, customer or
similar person; or (iv) the performance of any similar action that the Board of
Directors, in its sole discretion may deem to be sufficiently injurious to the
interest of the Company to constitute substantial cause for termination. If
the Optionee dies while a member of the Board of Directors of the Company or
its subsidiaries or within three months after his resignation, his estate,
personal representative or the person that acquires his Option by bequest or
inheritance or by reason of his death shall have the right to exercise his
Option at any time within six months from the date of his death, but only as to
the number of shares as to which his Option was exercisable on the date of his
death. In any such event, unless so exercised within the period as aforesaid,
the Option shall terminate at the expiration of said period.
26. Binding Effect: This Option shall be binding upon the
parties hereto, and their heirs, executors, administrators, successors and
assigns.
GATES/FA DISTRIBUTING, INC.
/s/ Philip D. Ellett
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Philip D. Ellett
President/CEO
/s/ Susan F. Smith
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Susan F. Smith
Secretary