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EXHIBIT 4.2
1995 PLAN
COMMERCIAL INTERTECH CORP.
1775 Logan Avenue
Youngstown, Ohio 44501
NON-QUALIFIED STOCK OPTION
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Commercial Intertech Corp., an Ohio corporation (the
"Company"), is largely dependent upon the judgment, initiative and efforts of
selected key employees for the successful conduct of its business; and
WHEREAS, the Company desires to advance its interests by providing a
means whereby key employees may acquire or enlarge their proprietary interest
in the Company, thereby assuring closer identification of their interest with
those of the Company and strengthening their desire to remain with the Company
or its subsidiaries; and
WHEREAS, to accomplish these ends, the Stock Option and Award Plan of
1995 was adopted by the Board of Directors of the Company (the "Board"), and
was approved and authorized by the shareholders at the annual meeting of the
Company held on March 22, 1995; and
WHEREAS, the Stock Option and Award Plan of 1995 (the "Plan") provides
for the granting to key employees of the Company and its subsidiaries of
options to purchase common shares of the Company, and the Compensation
Committee (the "Committee"), to which the Board has delegated the
responsibility of administering the Plan, has acted to grant options to key
employees selected by the Committee; and
WHEREAS, this option is granted pursuant to the purpose, authorization
and action set forth above;
NOW, THEREFORE, in consideration of the mutual promises and
representations herein contained, and other good and valuable considerations,
the Company does hereby grant unto __________________________ (the "Grantee"),
an option to purchase from the Company an aggregate of _____________ of the
authorized but unissued common shares of $1.00 par value of this Company, at
the price of $___ per share, such aggregate number of shares to become
purchasable as follows:
_________________ shares on or after _______________________________
_________________ shares on or after _______________________________
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THIS OPTION is subject to the following terms and conditions:
1. Type of Shares
This option shall apply to the Company's authorized but unissued
common shares of $1.00 par value.
2. Administration of the Plan
The Plan shall be administered by the Committee. The Committee shall
have full power to construe and interpret the Plan, to establish such rules as
it deems necessary for the proper administration of the Plan and to make such
determinations and to take such other action in connection with the Plan as it
deems necessary or advisable. Any such construction, interpretation, rule,
determination or other action taken by the Committee pursuant to the Plan shall
be binding upon the Grantee and all other participants in the Plan and their
legal representatives.
3. Exercise of Option
a. To exercise this option, the Grantee shall give written notice
addressed to the Company, to the attention of its Secretary at
1775 Logan Avenue, Youngstown, Ohio, 44501. Such written
notice shall set forth the number of shares to be purchased,
shall contain a representation that such shares are being
purchased by the Grantee for his own account as an investment,
and not with the view to reselling such shares to the public,
and shall be accompanied by payment of the full purchase price
for the shares to be purchased (which is the option price per
share multiplied by the number of shares purchased). Shares
purchased may, at the request of the Grantee, be issued in the
name of the Grantee or in the name of the Grantee and another
jointly, with the right of survivorship. After any
installment becomes purchasable, the option may be exercised
as to the whole or any part of such installment at any time or
from time to time prior to the expiration of this option or
its earlier termination.
b. An exercise of this option shall become effective on the date
written notice of such exercise is received by the Company at
its principal office, accompanied by full payment for the
shares, but in no case earlier than the date on which the
installment becomes purchasable and only upon the terms set
forth herein.
4. Non-transferability of Option
During the Grantee's lifetime, this option may be exercised only by
him. This option shall not be transferred other than by
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will or by the laws of descent and distribution, and shall not be subject to
attachment, execution or other similar process.
5. Term of Option
This option shall expire ten years after the date hereof, unless
terminated earlier as provided in Paragraph 6 below.
6. Termination of Employment
Upon termination of the Grantee's employment, this option will become
void as to all shares which are not then purchasable. If employment terminates
for reasons other than death, disability, retirement or cause, this option will
continue as to shares purchasable on the employment termination date for a
period of three months after the employment termination date.
Upon the retirement of the Grantee, under the Company's Retirement
Plan, his right to acquire shares purchasable by him on the date of such
retirement shall continue for a period of twenty-four months after such
retirement.
Upon the death of the Grantee, his right to acquire shares purchasable
by him on the date of his death may be exercised by his legal representatives
for a period of twelve months after the date of his death.
Upon the termination of the Grantee's employment because of the
Grantee's disability, his right to acquire shares purchasable by him on the
date of such termination may be exercised for a period of twelve months after
such termination.
Upon termination of Grantee's employment for cause, this option will
immediately be void for all purposes.
Notwithstanding the foregoing, under no circumstances will this option
extend beyond ten years from the date hereof.
7. Effect of Change in Stock Subject to the Plan
In the event any dividend payable in shares of the Company is declared
by the Company, or in case of any subdivision or combination of the outstanding
shares, the number of shares allotted under this option shall be increased or
decreased proportionately and the option price per share as stated above shall
be decreased or increased proportionately so that there will be no change in
the aggregate purchase price payable upon the exercising of this option. In
the event of any other recapitalization or any reorganization, merger,
consolidation or any other change in the corporate structure or shares of the
Company, the Board may make such adjustment, if any, as it may deem appropriate
in the number and kind of shares deliverable upon
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subsequent exercising of this option and in the option price under this option.
8. Listing and Registration of Shares
If at any time the Board shall deem listing, registration or
qualification of the shares covered by this option upon any securities exchange
or under any state or federal law or the consent or approval of any
governmental regulatory body to be necessary or desirable as a condition of or
in connection with the purchase of shares under this option, this option may
not be exercised in whole or in part unless and until such listing,
registration, qualification, consent, or approval shall have been effected or
obtained on such terms and conditions as are acceptable to the Board.
9. Agreement to Remain in Employ
This option is granted in consideration of, among other things, the
Grantee's agreement to continue in the employ of the Company or one of its
subsidiary companies for a period of one year from the date of this instrument
if the employing company shall so request. By accepting this option, the
Grantee indicates his agreement to continue in such employ; but nothing herein
contained shall obligate such employing company to continue the Grantee in such
employment.
10. Amendment or Termination
The Board may amend or terminate the Plan at any time provided that
the Board shall not (except as provided in Paragraph 8 hereof) make any change
in this option which will impair the rights of the Grantee herein, without the
consent of the Grantee.
11. Law Governing Option
This option shall be construed under and governed by the laws of the
State of Ohio.
12. Change in Control and Potential Change in Control
In the event of a "Change in Control" or a "Potential Change in
Control" of the Company, as said terms are hereinafter defined, all options
granted herein not yet exercisable shall immediately become exercisable and
vested.
A "Change in Control" shall be deemed to have occurred if:
(i) there shall be consummated (A) any consolidation or merger of
the Company in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted
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into cash, securities or other property, other than a merger
of the Company in which the holders of the Company's Common
Stock immediately prior to the merger have substantially the
same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (B) any
sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all or substantially all
the assets of the Company, or
(ii) the shareholders of the Company shall approve any plan or
proposal for the liquidation or dissolution of the Company, or
(iii) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), other than the Company or a Subsidiary
or any employee benefit plan sponsored by the Company or a
Subsidiary, shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company representing 30% or more of the combined voting
power of the Company's then outstanding securities ordinarily
(and apart from rights accruing in special circumstances)
having the right to vote in the election of director, as a
result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise, or
(iv) at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted
the Board of Directors of the Company shall cease for any
reason to constitute at least a majority thereof, unless the
election or the nomination for election by the Company's
shareholders of each new director during such two-year period
was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of
such two-year period.
For purposes hereof, ownership of voting securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(1) (as in effect on the Approval Date) pursuant to the
Exchange Act.
A Potential Change in Control means the happening of any one of the
following:
(i) The entering into an agreement by the Company, the
consummation of which would result in a Change in Control of
the Company as defined above; or
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(ii) The acquisition of beneficial ownership, directly, or
indirectly, by any entity, person or group (other than the
Company or any Company employee benefit plan, including any
trustee of such plan acting as such trustee) of securities of
the Company representing 5% or more of the combined voting
power of the Company's outstanding securities, and the
adoption by the Board of a resolution to the effect that a
"Potential Change in Control" of the Company has occurred for
the purposes of the Stock Option and Award Plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed in duplicate by its proper officers duly authorized and its corporate
seal to be hereto affixed, at Youngstown, Ohio, this _________ day of
______________________, 19__.
COMMERCIAL INTERTECH CORP.
By __________________________________
Attest ______________________________
Secretary
S E A L
ACCEPTANCE
I hereby accept the within option in accordance with the terms and
conditions thereof.
_____________________________
Witness:
___________________________________________
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