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EXHIBIT 10.39
NONQUALIFIED STOCK OPTION AGREEMENT
TO: James P. Kelly Dated as of: May 16, 1995
Pursuant to and subject to the Durakon Industries, Inc. 1988
Nonqualified Stock Option Plan, as amended (the "Plan"), and to resolutions of
the Compensation Committee of the Board of Directors of Durakon Industries,
Inc., a Michigan corporation (the "Corporation"), the Corporation hereby grants
to you an option (the "Option") to purchase up to one hundred fifty thousand
(150,000) shares of the Corporation's Common Stock, no par value (the
"Shares"), at a price of sixteen and 00/100 Dollars ($16.00) per Share, upon
the terms and conditions contained herein.
1. This Option may not be transferred or assigned by you during your
lifetime.
2. (a) Subject to the terms of this Paragraph 2, you may exercise
this Option as follows:
(i) you may exercise this Option as to 37,500 of the Shares
beginning on May 16, 1996;
(ii) you may exercise this Option as to an additional 37,500 of
the Shares beginning on May 16, 1997;
(iii) you may exercise this Option as to an additional 37,500 of
the Shares beginning on May 16, 1998; and
(iv) you may exercise this Option as to the final 37,500 of the
Shares beginning on May 16, 1999.
(b) This Option shall expire (to the extent not previously exercised)
on the earlier of (i) the tenth anniversary of the date hereof or (ii) the date
you cease to be employed by the Corporation for any cause other than death or
permanent disability; provided, however, that if your employment by the
Corporation is terminated for any reason other than death or permanent
disability, or if you resign, you shall have the right for a period not to
exceed three months following such termination or resignation, but in no event
subsequent to the expiration date of this Option, to exercise that portion of
this Option, if any, which is exercisable by you at the date of termination of
your employment by the Corporation.
(c) If your employment by the Corporation is terminated due to
your death, your personal representatives shall have the right, on your behalf,
for a period of one year following such termination, but in no event subsequent
to the expiration date of this Option, to exercise that portion of this Option,
if any, which is exercisable by you at the date of termination of your
employment by the Corporation.
(d) If your employment by the Corporation is terminated due to
your permanent disability, you shall have the right for a period of three
months following such termination, but in no event subsequent to the expiration
date of this Option, to exercise that portion of this Option, if any, which is
exercisable by you at the date of termination of your employment by the
Corporation.
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3. This Option may be exercised by giving a written notice of
exercise to the Treasurer of the Corporation. Such notice shall specify the
number of Shares to be purchased and shall be accompanied by payment in full of
the aggregate Option price for the number of Shares purchased and, unless a
current Registration Statement is in effect covering the resale of Shares
acquired upon exercise of this Option, by a representation that the Shares are
being acquired for your own account, for investment purposes and not with a
view to the resale or distribution of the Shares and that any subsequent offer
for sale or sale of such Shares shall be made either pursuant to (a) a
Registration Statement on an appropriate form under the Securities Act of 1933,
as amended (the "Securities Act"), which Registration Statement has become
effective and is current with respect to the Shares being offered and sold, or
(b) a specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption you shall, prior to any offer for sale of
such Shares, obtain a favorable written opinion from counsel for or approved by
the Corporation as to the availability of such exemption. The Corporation
shall endorse an appropriate legend referring to the foregoing restriction upon
the certificate or certificates representing any Shares issued or transferred
upon exercise of this Option. Such exercise shall be effective only upon the
actual receipt of such written notice, of the aggregate Option price and of the
representation described above, and no rights or privileges of a shareholder of
the Corporation in respect of any of the Shares issuable upon the exercise of
any part of this Option shall inure to you, or to any other person entitled to
exercise this Option, unless and until certificates representing such Shares
shall have been issued.
4. It is understood and agreed that nothing contained in this Option
shall confer upon you any right with respect to the continuation of your
employment by the Corporation, nor interfere in any way with the right of the
Board of Directors to terminate such employment at any time.
5. If upon the exercise of this Option there shall be payable by the
Corporation any amount for income tax withholding, either you shall pay such
amount to the Corporation, or the amount of Common Stock delivered by the
Corporation upon exercise of this Option shall be appropriately reduced, to
reimburse the Corporation for such payment.
Very truly yours,
DURAKON INDUSTRIES, INC.,
a Michigan corporation
By: /s/ William Webster
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William Webster, Chairman
AGREED TO AND ACCEPTED:
/s/ James P. Kelly
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James P. Kelly
Dated: May 16, 1995
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