EXHIBIT 10.3
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FORM OF STOCK
OPTION AGREEMENT
NORTH AMERICAN GALVANIZING & COATINGS, INC.
2004 INCENTIVE STOCK PLAN
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of
the __________day of___________,20__, by and between North American Galvanizing
& Coatings, Inc., a Delaware corporation (the "Company"), and ________________,
(the "Optionee"):
WITNESSETH:
WHEREAS, on February 27, 2004, the Board of Directors of the Company
adopted a stock option plan known as the "North American Galvanizing & Coating,
Inc. 2004 Stock Option Plan" (the "Plan"), and recommended that the Plan be
approved by the Company's shareholders; and
WHEREAS, on July 21, 2004, the shareholders of the Company approved the
Plan; and
WHEREAS, the Committee has granted the Optionee a stock option to
purchase the number of shares of the Company's common stock as set forth below,
and in consideration of the granting of that stock option the Optionee intends
to remain in the employ of the Company; and
WHEREAS, the Company and the Optionee desire to enter into this Stock
Option Agreement in accordance with the Plan; and
NOW, THEREFORE, as an employment incentive to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties agree hereto as follows:
l. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. Capitalized
terms not defined herein shall have the meaning ascribed to them in the
Plan. A copy of the Plan has been delivered to, and receipt is hereby
acknowledged by, the Optionee. Notwithstanding anything in this
agreement to the contrary, to the extent the terms of this Agreement
conflict with otherwise attempt to exceed the authority set forth under
the terms of the Plan, the Plan shall govern and control all aspects.
2. Grant of Option. Subject to the terms, restrictions, limitations
and conditions stated herein and under the Plan, the Company hereby
evidences its grant to the Optionee, not in lieu of salary of other
compensation, of the right and option (the "Option") to purchase all or
any part of the number of shares of the Company's Common Stock, par
value $.10 per share (the "Stock"), set forth on Schedule A attached
hereto and incorporated herein by reference. The Option shall be
exercisable in the amounts and at the times specified on Schedule A.
The Option shall expire and shall not be excisable on the date
specified on Schedule A or on such earlier date as determined pursuant
to Section 8 hereof. Schedule A states whether the Option is intended
to be an Incentive Stock Option. Neither the Company nor any Subsidiary
or any Director or Officer of the Company or any subsidiary warrants or
otherwise represents that (i) any Option granted under this Plan shall
be considered an Incentive Stock Option for applicable tax purposes, or
(ii) favorable or desirable tax treatment or characterization will be
applicable in respect of any Option.
3. Purchase Price. The price per share to be paid by the Optionee for
the shares subject to this Option (the "Exercise Price") shall be
specified on Schedule A, which price shall be an amount not less than
the Fair Market Value of a share of Stock as of the Date of Grant (as
defined in Section 9 below) if the Option is an Incentive Stock Option.
4. Exercise Terms. The Optionee must exercise the Option for at least
the lesser of 100 shares or the number of shares of vested Stock as to
which the Option remains unexercised. In the event this Option is not
exercised with respect to all or any part of the shares subject to this
Option prior to its expiration, the shares with respect to which this
Option was not exercised shall no longer be subject to this Option.
5. Restrictions on Transferability. No option shall be transferable by
an Optionee other than by will or the laws of descent and distribution;
provided, however non-Incentive Stock Options may also be transferred,
pursuant to a Qualified Domestic Relations Order. During the lifetime
of an Optionee, Options shall be exercisable only by such Optionee (or
by such Optionee's guardian or legal representative, should one be
appointed).
6. Notice of Exercise of Option. This option may be exercised by the
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the
Notice of Exercise attached hereto as Schedule B) signed by the
Optionee, or by such administrators, executors or personal
representatives, and delivered or mailed to the Company as specified in
Section 12(C) hereof to the attention of the President or such other
officer as the Company may designate. Any such notice shall (a) specify
the number of shares of Stock which the Optionee or the Optionee's
administrators, executors or personal representatives, as the
case may be, then elects to purchase hereunder, (b) contain such
information as may be reasonable required pursuant to Section 10
hereof, and (c) maybe accompanied by (i) a certified or cashier's check
payable to the Company in payment of the total Exercise Price
applicable to such shares as provided herein, (ii) shares of Stock
owned by the Optionee and duly endorsed or accompanied by stock
transfer pwers having a Fair Market Value equal to the total Exercise
Price applicable to such shares purchased hereunder, or (iii) a
certified or cashier's check accompanied by the number of shares of
Stock whose Fair Market Value when added to the amount of the check
equals the total Exercise Price applicable to such shares of Stock
purchased hereunder. Upon receipt of any such notice and accompanying
payment, and subject to the terms hereof, the Company agrees to issue
the Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, stock certificates for the number
of shares specified in such notice registered in the name of the person
exercising this Option.
7. Adjustment in Option. The number of shares of Stock subject to
this Option, the Exercise Price and other matters are subject to
adjustment during the term of this Option in accordance with the Plan.
8. Termination.
(a) Except as otherwise specified in Schedule A, in the event of
the termination of the Optionee's employment with the Company or
any of its Subsidiaries, other than a termination that is either
(i) For Cause, (ii) voluntary on the part of the Optionee and
without written consent of the Company, or (iii) for reasons of
death or Disability or retirement, the Optionee (or his or her
personal representative) may exercise this Option at any time
within thirty (30) days after such termination to the extent of
the number of shares which were Purchasable hereunder at the date
of such termination.
(b) Except as otherwise specified in Schedule A, in the event of a
termination of the Optionee's employment that is either (i) For
Cause or (ii) voluntary on the part of the Optionee and without
the written consent of the Company, this Option, to the extent not
previously exercised, shall terminate immediately and shall not
thereafter be or become exercisable.
(c) Except as otherwise specified in Schedule A, in the event of
the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the
Optionee shall continue to have the right to exercise any Options
for shares which were Vested at the date of the Optionee's
retirement. This Option does not confer upon the Optionee any
right with respect to continued employment by the Company or by
any of its subsidiaries. This Option shall not be affected by any
change of employment so long as the Optionee continues to be an
employee of the Company or one of its Subsidiaries.
(d) Except as otherwise specified in Schedule A, in the event of
termination of employment because the Optionee's becoming a
Disabled Optionee, the Optionee (or his or her personal
representative) may exercise this Option, within a period ending
on the earlier of (a) the last day of the one (1) year period
following the beginning of Optionee's Disability or (b) the
expiration date of this Option, to the extent of the number of
shares which were Purchasable hereunder at the date of such
termination.
(e) Except as otherwise set forth in Schedule A with respect to
the rights of the Optionee upon termination of employment under
Section 8(a) above, in the event of the Optionee's death while
employed by the Company or any of its Subsidiaries or within three
(3) months after a termination of such employment (if such
termination was neither (i) For Cause nor (ii) voluntary on the
part of the Optionee and without the written consent of the
Company), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in
accordance with Section 5 hereof may exercise this Option at any
time within a period ending on the earlier of (a) the last day of
the one (1) year period following the Optionee's death or (b) the
expiration date of this Option. If the Optionee was an employee of
the Company at the time of death, this Option may be so exercised
to the extent of the number of shares that were Vested hereunder
at the date of death. If the Optionee's employment terminated
prior to his or her death, this Option may be exercised only to
the extent of the number of shares covered by this Option which
were Vested hereunder at the date of such termination.
9. Date of Grant. This Option was granted by the Board of Directors
of the Company on the date set forth in Schedule A (the "Date of
Grant").
10. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations
imposed by federal and state law and the Optionee hereby agrees that
the Company shall not be obligated to issue any shares of Stock upon
exercise of the Option that would cause the Company to violate any laws
or any rule, regulation, order or consent decree of any regulatory
authority (including without limitation the Securities and Exchange
Commission) having jurisdiction over the affairs of the Company. The
Optionee agrees that he or she will provide the Company with such
information as is reasonable requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions
described by this Section 10.
11. Restriction on Disposition of Shares. The shares purchased
pursuant to the exercise of an Incentive Stock Option shall not be
transferred by the Optionee except pursuant to the Optionee's will, or
the laws of descent and distribution, until such date which is the
later of two (2) years after the grant of such Incentive Stock Option
or one (1) year after the transfer of the shares to the Optionee
pursuant to the exercise of such Incentive Stock Option.
12. Miscellaneous.
(a) This agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.
(b) This agreement is executed and delivered in, and shall be
governed by the laws of, the State of Delaware, without regard to
conflicts of laws principles.
(c) Any notice, request, document or other communication required
or permitted to be given hereunder shall be deemed given, and any
elections or exercises to be made or accomplished shall be deemed made
or accomplished, upon actual delivery thereof to the designated
recipient, or three (3) days after deposit thereof in the United States
mail, registered, return receipt requested and postage prepaid,
addressed, if to the Optionee, at the address set forth below his or
her signature and, if to the Company, to its executive offices at 2250
E. 73rd Street, Suite 300, Tulsa, Ok. 74136.
(d) This agreement may not be modified except in writing executed
by each of the parties hereto.
(e) This agreement, together with the Plan, contains the entire
understanding with the parties hereto and supersedes any prior
understanding and/or written or oral agreement between them respecting
the subject matter hereof.
(f) The parties hereto agree that the provisions of this Agreement
are severable and the invalidity or unenforceability of any provision
in whole or in part shall not effect the validity or enforceability of
any enforceable part of such provision or any other provision hereof.
(g) The section headings herein are included solely for
convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.
(h) No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed
a waiver of any subsequent breach or default of the same or similar
nature.
(j) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf and the Optionee has executed this Agreement,
all as of the day and year first above written.
NORTH AMERICAN
GALVANIZING & COATINGS, INC.
By:
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Attest:
___________________ Title: Chief Executive Officer
Secretary -----------------------------
OPTIONEE
Name:
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Individual's Name Typed
Address:
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