EXHIBIT 10.9
NONQUALIFIED STOCK OPTION AGREEMENT
DIRECTOR OPTION GRANT
O.I. CORPORATION
2003 INCENTIVE COMPENSATION PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is effective
this _____ day of ______________, 20___, between O.I. Corporation, an Oklahoma
corporation (the "Company") and ______________________ , a director of the
Company (the "Optionee"). All capitalized terms not otherwise defined herein
shall have the meaning set forth in the O.I. Corporation 2003 Incentive
Compensation Plan (the "Plan").
WITNESSETH:
WHEREAS, the Company desires to carry out the purposes of the Plan by
affording the Optionee the opportunity to purchase shares of Stock;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase an aggregate of ___________ Shares, such
Shares being subject to adjustment as provided in Section 9 of the Plan, on the
terms and conditions therein set forth. The Option is a Nonqualified Stock
Option and is not intended to be an Incentive Stock Option.
2. Option Exercise Price. The purchase price of the Shares subject to
the Option shall be ___________ per Share.
3. Exercise of Option. Unless expired as provided in the Plan or
Paragraph 5 below, this Option may be exercised from time to time after the date
first set forth above (the "Date of Grant") to the extent of Shares that have
vested in accordance with the earliest to occur of the vesting rules set forth
below. The Optionee's right to exercise the Option accrues only in accordance
with the following vesting rules and only to the extent the Optionee remains in
the continuous employ or service of the Company or an Affiliate. The Optionee's
employment or service with the Company and its Affiliates will be considered to
continue during a leave of absence to the extent so provided in the personnel
policies of the Company and its Affiliates, as applicable.
(a) The Option shall vest with respect to 100% of the Shares
subject to the Option on the date which is six months from the Date of
Grant;
(b) The Option shall vest with respect to 100% of the Shares
subject to the Option immediately upon the date of the occurrence of a
Change in Control; and
(c) The Option shall vest with respect to 100% of the Shares
subject to the Option upon the Optionee's death or permanent disability.
4. Manner of Exercise, Payment of Purchase Price.
(a) Subject to the terms and conditions of this Agreement and the
Plan, the Option shall be exercised by written notice to the Company at
its principal office. Such notice shall state the election to exercise the
Option and specify the number of Shares to be purchased. Such notice of
exercise shall be signed by the Optionee and shall be irrevocable when
given.
(b) The notice of exercise shall be accompanied by full payment of
the purchase price for the Shares to be purchased. The purchase price may
be paid in any form permitted by the Plan. Subject to prior approval by
the Committee in its discretion, the purchase price and any applicable
taxes required to be withheld by the Company may be paid by withholding
Shares which otherwise would be acquired on exercise having an aggregate
Fair Market Value at the time of exercise equal to the total purchase
price plus any such applicable taxes. In the event the Optionee wishes to
pay all or any portion of the purchase price in any form other than cash
or certified funds, the Optionee shall, not less than seven (7) days prior
to the date of exercise, give written notice to the Secretary of the
Company requesting approval of such payment method, setting forth the
particulars of the proposed payment method. The Committee shall approve,
disapprove or modify the proposed payment method within seven (7) days of
its receipt of the request.
(c) Upon receipt of the purchase price, and subject to the terms
of Paragraph 9 hereof, the certificate or certificates representing the
Shares purchased shall be issued in the name of the person or persons so
exercising the Option. If the Option shall be exercised by the Optionee
and, if the Optionee shall so request in the notice exercising the Option,
the Shares shall be issued in the name of the Optionee and another person
as joint tenants with right of survivorship, and shall be delivered as
provided above to or upon the written order of the person or persons
exercising the Option. All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.
5. Expiration of Option. The option shall expire and become null and
void upon the first to occur of the following dates: (a) if the Optionee ceases
to be a member of the Board for reasons other than (i) retirement, (ii)
disability, (iii) death or (iv) Objective Cause, the expiration of three months
after the Optionee ceases to be a member of the Board; (b) if the Optionee is
permanently disabled or dies while in the employ or service of the Company or an
Affiliate (or within three months thereafter in the case of death), the
expiration of twelve months from the date of termination of employment or
service due to disability or death; (c) if the Optionee is removed from the
Board for Objective Cause, the 12-month period commencing on the day next
following such termination of service; or (e) a period of three years shall have
lapsed since the Date of Grant.
6. Adjustments of Shares Subject to Option. The Shares subject to the
Option shall be adjusted from time to time as set forth in Section 9 of the
Plan. The determination of any such adjustment by the Committee shall be final,
binding and conclusive.
7. No Contract. This Agreement does not constitute a contract for
employment or service and shall not affect the right of the Company and its
Affiliates to terminate the Optionee's employment or service for any reason or
no reason whatsoever.
8. Rights as Stockholder. This Option shall not entitle the Optionee to
any rights of a stockholder of the Company or to any notice of proceedings of
the Company with respect to any Shares issuable upon exercise of this Option
unless and until the Option has been exercised for such Shares and such Shares
have been registered in the Optionee's name upon the stock records of the
Company.
9. Restriction on Issuance of Shares. The Company shall not be required
to issue or deliver any certificates for Shares purchased upon the exercise of
an Option prior to: (i) the obtaining of any approval from any governmental
agency which the Company shall, in its sole discretion, determine to be
necessary or advisable; (ii) the completion of any registration or other
qualification of such Shares under any state or federal law or ruling or
regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable; and (iii) the determination
by the Committee that the Optionee has tendered to the Company any federal,
state or local tax owed by the Optionee as a result of exercising the Option
when the Company has a legal liability to satisfy such tax. In addition, if the
Stock reserved for issuance upon the exercise of Options shall not then be
registered under the Securities Act, the Company may upon the Optionee's
exercise of an Option, require the Optionee or his permitted transferee to
represent in writing that the Shares being acquired are for investment and not
with a view to distribution, and may mark the certificate for the Shares with a
legend restricting transfer and may issue stop transfer orders relating to such
certificate to the Company's transfer agent (if applicable). The issuance of
Shares pursuant to the exercise of the Option is subject to Section 3 of the
Plan.
10. Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties hereto.
11. Satisfaction of Claims. Any payment or issuance or transfer of
Shares to the Optionee (or the Optionee's legal representative, heir, legatee,
or distributee) in accordance with this Agreement shall, to the extent thereof,
be in full satisfaction of all claims of such persons hereunder. The Committee
may require any such person, as a condition precedent to such payment, issuance,
or transfer, to execute a release and receipt in the form determined by the
Committee.
12. Governing Instrument and Entire Agreement. This Option and any
Shares issued hereunder shall in all respects be governed by the terms and
provisions of the Plan. In the event of a conflict between the terms of this
Agreement and the terms of the Plan (a copy of which is attached), the terms of
the Plan shall control. There are no oral agreements between the parties
relating to the subject matter hereof, and this Agreement and the terms of the
Plan constitute the entire agreement of the parties with respect to the subject
matter hereof. Except as provided in the Plan, this Agreement may not be amended
except by written agreement executed by the Company and the Optionee.
O.I. Corporation
By:___________________________
Name:_________________________
Title:________________________
Accepted and Agreed:
OPTIONEE:
_________________________________
Name Date:____________________