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EXHIBIT 10.19
FORM OF STOCK OPTION AGREEMENT USED IN CONNECTION WITH THE
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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KERR GROUP, INC.
1993 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
STOCK OPTION AGREEMENT
AGREEMENT, dated as of the 27th day of April, 1993 between
KERR GROUP, INC., a Delaware corporation (the "Company"), and
_________________ (the "Optionee").
1. The Company hereby grants to the Optionee,
pursuant to the Company's 1993 Stock Option Plan for Non-Employee Directors
(the "Option Plan"), a copy of which is annexed to this Agreement, a stock
option (the "Option"), to purchase 10,000 shares (the "Option Shares") of the
Company's common stock, par value $.50 per share (the "Common Stock") (subject
to adjustment as provided in paragraph 5 hereof) at the price of $8.19 per
share, on the terms and conditions set forth in the Option Plan, and
hereinafter except to the extent that any such provision is inconsistent with
the provisions of the Option Plan. The option price is equal to the fair
market value of a share of Common Stock on the date hereof.
2. This Option may be exercised not earlier than
six months following the date hereof, and not later than ten years following
the date hereof. In addition, this Option may not be exercised unless, at any
time after the date hereof and prior to such exercise, the closing price of
Common Stock for ten consecutive days has been equal to or greater than $12.50.
3. This Option and all rights hereunder to the
extent such rights shall not have been exercised shall terminate and become
null and void if the Optionee ceases to be a director of the Company, except in
the event of the death of
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the Optionee, the person or persons to whom the Optionee's rights under this
Option pass by will or the laws of descent or distribution shall be entitled to
exercise this Option within three months after the date of Optionee's death for
all the Option Shares with respect to which the Option granted hereunder has
not been previously exercised.
4. This Option is exercisable with respect to
all, or from time to time with respect to any portion, of the Option Shares
then subject to such exercise, by delivering written notice of such exercise in
the form prescribed by the Stock Option and Compensation Committee (the
"Committee"), to the office of the Secretary of the Company at 1840 Century
Park East, Los Angeles, California 90067 or at such other address as the
Company may hereafter notify the Optionee. Each such notice shall be
accompanied by a cash payment in full of the purchase price of such shares and
of the cost of any applicable state documentary tax stamps. At the request of
the Company, the Optionee promptly will pay to the Company such amount as may
be requested by the Company for the purpose of satisfying any liability to
withhold federal, state, local or foreign income or other taxes.
5. If there is any stock dividend, split-up or
combination of shares of Common Stock or any other change in such Common Stock,
whether by way of exchange, offering of subscription rights, recapitalization
or otherwise, an adjustment shall be made in the number of Option Shares and
the exercise price of this Option so that the proportionate interest of the
Optionee is maintained as before the occurrence of such event.
6. This Option shall, during the Optionee's
lifetime, be exercisable only by him, and neither this Option nor any right
hereunder shall be transferrable except by will or laws of descent and
distribution, or be subject to attachment, execution or other similar process.
In the event of any attempt by the Optionee to alienate, assign, pledge,
hypothecate or otherwise dispose of this Option
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or any right hereunder, except as provided for herein, or in the event of the
levy of any attachment, execution or similar process on the rights or interest
hereby conferred, the Company may terminate this Option by notice to the
Optionee and this Option shall thereupon become null and void.
7. Neither the Optionee, nor any person entitled
to exercise his rights in the event of his death, shall have any of the rights
of a stockholder with respect to the Option Shares, except to the extent that
certificates for such shares shall have been issued upon exercise of the Option
as provided for herein.
8. The inability of the Company to comply with,
or any delay in complying with, any laws, rules or regulations governing the
issuance or transfer of the Option Shares (including but not limited to
complying with the Securities Act of 1933, as amended (the "Act") and all rules
and regulations promulgated thereunder, the fulfillment of which condition is
deemed necessary by counsel for the Company to the lawful issuance or transfer
of any such shares, shall relieve the Company of any liability for the
non-issuance or non-transfer, or any delay in the issuance or transfer of such
shares.
At the time of exercise of this Option, the Company
may, if it shall deem it necessary or desirable in order to comply with the
Act, require the Optionee to represent in writing to the Company that it is
then his intention to acquire the Option Share for his account that the
Optionee shall not sell, transfer or dispose of such shares except pursuant to
an effective registration statement under the Act or an exemption therefrom, as
determined by, or with approval of counsel satisfactory to the Company, and
that the Optionee acknowledges that the Option Shares are unregistered under
the Act and accordingly must be held indefinitely unless such shares are
subsequently registered or an exemption from such registration is available.
In such event a legend shall be placed on the stock certificate representing
the Option
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Shares to reflect the transfer restrictions and stock transfer instructions
shall be issued to the Company's transfer agent with respect to such shares.
9. This Option shall be exercised in accordance
with such administrative regulations as the Stock Option and Compensation
Committee (the "Committee") may from time to time adopt. All decisions of the
Committee upon any question arising under the Option Plan or under this
instrument shall be conclusive and binding upon the Optionee and all other
persons.
10. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day first herein above written.
KERR GROUP, INC.
By: _______________________________
_______________________________
[Name]
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