EXHIBIT 10.51
May 17, 2004
In accordance with the 2004 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 to time by action of the Board of
Directors of the Corporation without any requirement that advance notice of such
revocation or withdrawal by 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 on or after
November 17, 2004. 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 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 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
EXHIBIT 10.51
employee because of your resignation with the consent of the 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 case to be
an employee because of your resignation with the consent of the 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 that 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 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 share 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.
EXHIBIT 10.51
(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 obligation 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 and Secretary
Receipt Acknowledged:
- -------------------------------------
Employee