Exhibit 10.3
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REDDY ICE HOLDINGS,
INC.
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NON-QUALIFIED STOCK OPTION
NOTICE
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Grant No.:
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This Notice evidences the award of
non-qualified stock options (each, an “ Option
” or collectively, the “ Options ”)
that have been granted to you,
[ ],
subject to and conditioned upon your agreement to the terms of the
attached Non-Qualified Stock Option Agreement (the “
Agreement ”). The Options entitle you to
purchase shares of common stock, par value $0.01 per share (“
Common Stock ”), of Reddy Ice
Holdings, Inc., a Delaware corporation (the “
Company ”), under the Reddy Ice
Holdings, Inc. 2005 Long Term Incentive and Share Award Plan,
as amended (the “ Plan ”). The
number of shares you may purchase and the exercise price at which
you may purchase them are specified below. This Notice
constitutes part of and is subject to the terms and provisions of
the Agreement and the Plan, which are incorporated by reference
herein. You must return an executed copy of this Notice
to the Company within 30 days of the date hereof. If you fail
to do so, the Options will be null and void.
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Grant Date : April 14, 2009
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No. of Shares :
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Expiration Date : The Options expire at 5:00 P.M. Eastern
Time on the last business day coincident with or prior to the 7th
anniversary of the Grant Date (the “ Expiration
Date ”), unless fully exercised or terminated
earlier.
Exercisability Schedule : Subject to the terms and conditions
described in the Agreement, the Options shall be exercisable as
follows:
(1)
One-third of the Options become
exercisable on January 1, 2010 (“ First
Exercisability Date ”);
(2)
One-third of the Options become
exercisable on January 1, 2011 (“ Second
Exercisability Date ”);
(3)
One-third of the Options become
exercisable on January 1, 2012 (“ Third
Exercisability Date ”) (each an “ Exercisability
Date ”).
On each exercisability date, an equal number of
Options from each pricing tranche will become
exercisable.
Acceleration Event Upon
Death : If, before
all Options become exercisable, your Service with the Company
terminates as a result of your death, then as of such termination a
number of Options will become exercisable equal to (i) the
total number of Options that would become exercisable upon the next
Exercisability Date multiplied by (ii) a fraction, the
numerator of which is the total number of days measured from the
last Exercisability Date to the date that your Service terminates
and the denominator of which is 365. The exercise price of
such Options shall be equal to the exercise price at the next
succeeding Exercisability Date.
The extent to which the Options are exercisable
as of a particular date is rounded down to the nearest whole
share. However, exercisability is rounded up to 100% on
January 1, 2012.
Exercise Price : The Options have been granted in three pricing
tranches, each with a different Exercise Price, as set forth
below:
(1) One-third of the Options
have an Exercise Price equal to 100% of the Fair Market Value per
share of the Common Stock on the Grant Date (i.e.
$1.53);
(2) One-third of the Options
have an Exercise Price equal to 150% of the Fair Market Value per
share of the Common Stock on the Grant Date (i.e.
$2.30);
(3) One-third of the Options
have an Exercise Price equal to 200% of the Fair Market Value per
share of the Common Stock on the Grant Date (i.e. $3.06)
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REDDY ICE HOLDINGS, INC.
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By:
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Date:
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I acknowledge that I have carefully read the
attached Agreement and the prospectus for the Plan and agree to be
bound by all of the provisions set forth in these
documents.
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Enclosures:
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Non-Qualified Stock Option Agreement,
Prospectus for the Reddy Ice Holdings, Inc. 2005
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OPTIONEE
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Long Term Incentive and
Share Award Plan
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Exercise Form
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Date:
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Grant No.:
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NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER THE REDDY ICE HOLDINGS, INC.
2005 LONG TERM INCENTIVE AND SHARE AWARD PLAN
1.
Terminology
. Unless otherwise provided in
this Agreement, capitalized words used herein are defined in the
correlating Stock Option Notice, the Glossary at the end of the
Agreement, or the Plan.
2.
Exercise of Options
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(a)
Exercisability
. The Options will become
exercisable in accordance with the Exercisability Schedule set
forth in the Stock Option Notice, so long as you are in the Service
of the Company from the Grant Date through the applicable
exercisability dates. None of the Options will become
exercisable after your Service with the Company ceases, unless the
Stock Option Notice provides otherwise with respect to
exercisability that arises as a result of your cessation of
Service.
(b)
Right to Exercise
. You may exercise the
Options, to the extent exercisable, at any time on or before
5:00 P.M. Eastern Time on the Expiration Date or the earlier
termination of the Options, unless otherwise provided under
applicable law. Notwithstanding the foregoing, if at any time
the Committee determines that the delivery of Shares under the Plan
or this Agreement is or may be unlawful under the laws of any
applicable jurisdiction, or federal, state or non-U.S. securities
laws, the right to exercise the Options or receive Shares pursuant
to the Options shall be suspended until the Committee determines
that such delivery is lawful. Section 3 below
describes certain limitations on exercise of the Options that apply
in the event of your death or termination of Service. The
Options may be exercised only in multiples of whole Shares and may
not be exercised at any one time as to fewer than one hundred
Shares (or such lesser number of Shares as to which the Options are
then exercisable). No fractional Shares will be issued under
the Options.
(c)
Exercise Procedure
. In order to exercise the
Options, you must provide the following items to the Secretary of
the Company or his or her delegate before the expiration or
termination of the Options:
(i)
notice, in such manner and form as
the Committee may require from time to time, specifying the number
of Shares to be purchased under the Options; and
(ii)
full payment of the Exercise Price
for the Shares or properly executed, irrevocable instructions, in
such manner and form as the Committee may require from time to
time, to effectuate a broker-assisted cashless exercise, each in
accordance with Section 2(d) of this
Agreement.
An exercise will not be effective until the
Secretary of the Company or his or her delegate receives all of the
foregoing items, and such exercise otherwise is permitted under and
complies with all applicable federal, state and non-U.S. securities
laws.
(d)
Method of Payment
. You may pay the Exercise
Price by:
(i)
delivery of cash, certified or
cashier’s check, money order or other cash equivalent
acceptable to the Committee in its discretion;
1
(ii)
a broker-assisted cashless exercise
in accordance with Regulation T of the Board of Governors of
the Federal Reserve System through a brokerage firm approved by the
Committee;
(iii)
subject to such limits as the
Committee may impose from time to time, tender (via actual delivery
or attestation) to the Company of other shares of Common Stock of
the Company which have a Fair Market Value on the date of tender
equal to the Exercise Price;
(iv)
subject to such limits as the
Committee may impose from time to time, net settlement;
(v)
any other method approved by the
Committee; or
(vi)
any combination of the
foregoing.
(e)
Issuance of Shares upon
Exercise . The
Company shall issue to you the Shares underlying the Options you
exercise as soon as practicable after the exercise date, subject to
the Company’s receipt of the aggregate exercise price and the
requisite withholding taxes, if any. Upon issuance of such
Shares, the Company may deliver, subject to the provisions of
Section 7 below, such Shares on your behalf
electronically to the Company’s designated stock plan
administrator or such other broker-dealer as the Company may choose
at its sole discretion, within reason, or may retain such Shares in
uncertificated book-entry form. Any share certificates
delivered will, unless the Shares are registered or an exemption
from registration is available under applicable federal and state
law, bear a legend restricting transferability of such
Shares.
3.
Termination of Service
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(a)
Termination of Unexercisable
Options . If your
Service with the Company ceases for any reason, the Options that
are then unexercisable, after giving effect to any exercise
acceleration provisions set forth on the Stock Option Notice, will
terminate immediately upon such cessation.
(b)
Exercise Period Following
Termination of Service . If your Service with the Company ceases
for any reason other than discharge for Cause, the Options that are
then exercisable, after giving effect to any exercise acceleration
provisions set forth on the Stock Option Notice, will terminate
upon the earliest of:
(i)
the expiration of 12 months
following such cessation; or
(ii)
the Expiration Date.
In the event of your death, the exercisable
Options may be exercised by your executor, personal representative,
or the person(s) to whom the Options are transferred by will
or the laws of descent and distribution.
(c)
Misconduct
.
