EXHIBIT 10.1
DOMINION HOMES, INC.
STOCK OPTION AGREEMENT
(Directors' Nonqualified Stock Option)
Dominion Homes, Inc., an Ohio corporation (the "Company"), hereby grants
an option (this "Option") to purchase its common shares, without par value (the
"Shares"), to the Optionee named below. The terms and conditions of this Option
are set forth in this Agreement (which includes this cover sheet), in the
Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the "Plan")
and in the Plan prospectus. Copies of the Plan and the Plan prospectus are
attached.
Option Grant Date: May 7, 2003
Name of Optionee: Pete A. Klisares
Optionee's Social Security Number: ###-##-####
Number of Shares Covered by Option: 2,500
Exercise Price per Share: $17.34, which is intended to be not less than 100
percent of the Fair Market Value of the Shares on the Option Grant Date.
Vesting Schedule: Subject to all of the terms and conditions set forth in this
Agreement and the Plan, your right to purchase Shares under this Option is
immediately vested.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described in this Agreement and in the Plan.
Optionee: /s/ Pete A. Klisares
-------------------------
Pete A. Klisares
Company: By: /s/ Robert A. Meyer, Jr.
Its: Senior Vice President
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DOMINION HOMES, INC.
STOCK OPTION AGREEMENT
(Directors' Nonqualified Stock Option)
The Plan and The text of the Plan, as it may be amended
Other Agreements from time to time, is incorporated in this
Agreement by reference. This Agreement (which
includes the cover sheet) and the Plan
constitute the entire understanding between
you and the Company regarding this Option.
Any prior agreements, commitments or
negotiations concerning this Option are
superseded. In the event that any provision
in this Agreement conflicts with any term in
the Plan, the term in the Plan shall be
deemed controlling. Certain capitalized terms
used in this Agreement are defined in the
Plan.
Nonqualified Stock Option This Option is not intended to qualify as an
Incentive Stock Option under section 422 of
the Code and shall be interpreted
accordingly.
Vesting This Option may be exercised at any time.
Term This Option will expire in any event at the
close of business at Company headquarters on
the day before the (ten) 10-year anniversary
of the Option Grant Date, as shown on the
cover sheet. This Option will expire earlier
if your directorship ("Service") Terminates,
as described below.
Regular Termination If your Service Terminates for any reason,
other than because of your death or
Disability or because you were Terminated for
Cause, then this Option will expire at the
close of business at the Company's
headquarters on the ninetieth (90th) day
after your Termination date (or, if earlier,
the expiration date specified in the cover
sheet).
Terminated for If your Service is Terminated for Cause, then
Cause this Option will immediately expire and you
will immediately forfeit all rights to this
Option.
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Death If your Service Terminates because of your
death, this Option will expire at the close
of business at the Company's headquarters on
the date twelve (12) months after the date of
death (or, if earlier, the expiration date
specified in the cover sheet). Your estate or
heirs may exercise this Option at any time
during this period.
Disability If your Service Terminates because of your
Disability, this Option will expire at the
close of business at Company headquarters on
the date twelve (12) months after your
Termination date (or, if earlier, the
expiration date specified in the cover
sheet).
Notice of Exercise When you wish to exercise this Option, you
must notify the Company by filing an
appropriate "Notice of Exercise" form at the
Company's headquarters. Your notice must
specify how many Shares you wish to purchase
(which may not be less than 100 Shares or, if
smaller, the number of remaining Shares
subject to this Option) and how your Shares
should be registered (in your name only or in
your and your spouse's names as joint tenants
or as joint tenants with right of
survivorship). Your notice will be effective
when it is received by the Company. If
someone else wants to exercise this Option
after your death, that person must prove to
the Company's satisfaction that he or she is
entitled to do so.
Form of Payment When you submit your notice of exercise, you
must include payment of the Exercise Price
per Share for the Shares you are purchasing.
Payment may be made in cash, a cashier's
check or a money order or, you may exercise
this Option by tendering Shares you already
have owned for at least six months and that
have a fair market value equal to the
Exercise Price per Share for the Shares you
are purchasing.
Withholding Taxes You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any withholding or other
taxes that may be due as a result of the
exercise of this Option or the sale of Shares
acquired under this Option.
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Restrictions on Exercise and By signing this Agreement, you agree not to
Resale exercise this Option or sell any Shares
acquired under this Option at a time when
applicable laws, regulations or Company or
underwriter trading policies prohibit
exercise, sale or issuance of Shares. The
Company will not permit you to exercise this
Option if the issuance of Shares at that time
would violate any law or regulation. The
Company shall have the right to designate one
or more periods of time, each of which shall
not exceed one hundred eighty (180) days in
length, during which this Option shall not be
exercisable if the Committee determines in
its sole discretion that such limitation on
exercise could in any way facilitate a
lessening of any restriction on transfer
pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), or any state
securities laws with respect to any issuance
of securities by the Company, facilitate the
registration or qualification of any
securities by the Company under the
Securities Act or any state securities laws,
or facilitate the perfection of any exemption
from the registration or qualification
requirements of the Securities Act or any
state securities laws for the issuance or
transfer of any securities. Such limitation
on exercise shall not alter the Vesting
Schedule set forth on the cover page other
than to limit the periods during which this
Option shall be exercisable.
Transfer of Option Prior to your death, only you may exercise
this Option and you may not transfer or
assign this Option except to the Company. For
instance, you may not sell this Option or use
it as security for a loan. If you attempt to
do any of these things, this Option will
immediately become invalid. You may, however,
dispose of this Option in your will and, if
the Company agrees, you may transfer this
Option to a revocable trust for the benefit
or your family or to a charitable
organization but only if you contact the
Company before this transfer is made.
Regardless of any marital property settlement
agreement, the Company is not obligated to
honor a notice of exercise from your spouse,
nor is the Company obligated to recognize
your spouse's interest in this Option in any
other way.
No Rights to Continue as Neither this Option nor this Agreement gives
Director you the right to continue as a Company
director.
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No Shareholder Rights Neither you, nor your estate or heirs, shall
have any rights as a shareholder of the
Company until this Option has been exercised
and a certificate for the Shares being
acquired has been issued. No adjustments will
be made for dividends or other rights if the
applicable record date occurs before the
certificate for the Shares is issued, except
as described in the Plan.
Adjustments The Committee may adjust the number of Shares
covered by this Option and the Exercise Price
per Share under certain circumstances as
provided in the Plan. Notwithstanding
anything to the contrary contained in this
Agreement, this Option (and the vesting
thereof) shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the Company
becomes subject to such corporate activity.
Applicable Law This Agreement shall be interpreted and
enforced under the laws of the State of Ohio.
By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
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