EXHIBIT 4.3
May 20, 2002
In accordance with the 2002 Stock Incentive Plan (the "Plan") of
Roto-Rooter, Inc. (the "Corporation"), you are hereby granted an option to
purchase shares of the capital stock, par value $1.00 per share, of the
Corporation upon the following terms and conditions.
(1) The purchase price shall be $ per share. Payment thereof
shall be made in cash or, subject to the next sentence, by delivery to the
Corporation of shares of capital stock of the Corporation which shall be valued
at their Fair Market Value on the date of exercise, or in a combination of cash
and such shares. Your right to pay the purchase price, in whole or in part, by
delivery to the Corporation of shares of capital stock of the Corporation is
expressly subject to temporary or permanent revocation or withdrawal at any time
and from time to time by action of the Board of Directors of the Corporation
without any requirement that advance notice of such revocation or withdrawal be
given to you.
(2) Subject to the provisions of paragraphs (3) and (6), this option is
exercisable in whole or in part at any time and from time to time as follows:
shares on or after November 20, 2002
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shares on or after November 20, 2003
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shares on or after November 20, 2004
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shares on or after November 20, 2005
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Once an installment becomes exercisable, it may be exercised at any time in
whole or in part until the expiration or termination of this option. Neither
this option nor any right hereunder may be assigned or transferred by you,
except by will, the laws of descent and distribution, pursuant to a qualified
Domestic Relations order, or to a permitted transferee. It may be exercised
during your life only by you or by a permitted transferee. Within fifteen (15)
months after your death it may be exercised only by your estate, by a permitted
transferee, or by a person who acquired the right to exercise the option by
bequest or inheritance or by reason of your death. At the time of each exercise
of this option, you or the person or persons exercising the option shall, if
requested by the Corporation, give assurances, satisfactory to counsel to the
Corporation, that the shares are being acquired for investment and
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not with a view to resale or distribution thereof and assurances in respect of
such other matters as the Corporation may deem desirable to assure compliance
with all applicable legal requirements.
(3) This option, to the extent that it shall not have been exercised,
shall terminate when you cease to be an employee of the Corporation or a
Subsidiary, unless you cease to be an employee because of your resignation with
the consent of the Compensation/Incentive Committee or because of your death,
incapacity or retirement under a retirement plan of the Corporation or a
Subsidiary. If you cease to be an employee because of such resignation, this
option shall terminate upon the expiration of three months after you cease to be
an employee, except as provided in the next sentence. If you cease to be an
employee because of your death, incapacity or retirement under a retirement plan
of the Corporation or a Subsidiary, or if you cease to be an employee because of
your resignation with the consent of the Compensation/Incentive Committee and
die during the three-month period referred to in the preceding sentence, this
option shall terminate fifteen (15) months after you ceased to be an employee.
Where this option is exercised more than three months after termination of
employment, as aforesaid, only those installments which shall have become
exercisable prior to the expiration of three months after you ceased to be an
employee, whether by death or otherwise, may be exercised. A leave of absence
for military or governmental service or for other purposes shall not, if
approved by the Compensation/Incentive Committee be deemed a termination of
employment within the meaning of this paragraph (3), provided, however, that
this option may not be exercised during any such leave of absence.
Notwithstanding the foregoing provisions of this paragraph (3) or any provision
of the Plan, this option shall not be exercisable after the expiration of ten
years from the date this option is granted.
(4) The number and class of shares or other securities covered by this
option and the price to be paid therefore shall be subject to adjustment as, and
under the circumstances, provided in Section 8 of the Plan.
(5) This option may be exercised only by serving written notice on the
Secretary or Treasurer of the Corporation. The Corporation shall deliver the
shares to you against payment; provided, however, no shares shall be issued or
transferred pursuant to this option unless and until all legal requirements
applicable to the issuance or transfer of such shares have, in the opinion of
the counsel to the Corporation, been complied with. Any Federal, state or local
withholding taxes applicable to any compensation you may realize by reason of
the exercise of the option or any subsequent disposition of the shares acquired
on exercise shall, upon request, be remitted to the Corporation or the
Subsidiary by which you are employed at the time of exercise or sale, as the
case may be. You shall have the rights of a stockholder only as to stock
actually delivered to you.
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(6) If you are or become an employee of a Subsidiary, the Corporation's
obligations hereunder shall be contingent on the approval of the Plan and this
option by the Subsidiary and the Subsidiary's agreement that (a) the Corporation
may administer the Plan on its behalf, and (b) upon the exercise of the option,
it will purchase from the Corporation the shares subject to the exercise at
their Fair Market Value on the date of exercise, such shares to be then
transferred by the Subsidiary to the holder of this option upon payment by the
holder of the purchase price to the Subsidiary. Where appropriate, such approval
and agreement of the Subsidiary shall be indicated by its signature below. The
obligations of the Subsidiary so undertaken may be waived by the Corporation.
(7) The Plan is hereby incorporated by reference. Each term which is
defined in the Plan and used in this option shall have the same meaning in this
option as it has in the Plan. This option is granted subject to the Plan and
shall be construed to conform to the Plan.
Very truly yours,
ROTO-ROOTER, INC.
By: __________________________
Vice President & Secretary
Receipt Acknowledged:
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Employee
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