EXHIBIT 10.1
RIMAGE CORPORATION
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this “Agreement”)
is made as of the Grant Date set forth below, by and between Rimage
Corporation, a Minnesota corporation (the “Company”),
and the Optionee named below (the “Optionee”), and is
not issued pursuant to any existing Stock Incentive Plan of the
Company.
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OPTIONEE:
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Sherman L. Black
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GRANT DATE:
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April 1, 2009
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NUMBER OF OPTION
SHARES:
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200,000 shares, common
stock
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OPTION PRICE PER
SHARE:
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$14.10 per Share
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EXPIRATION
DATE:
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April 1, 2016
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1.
Grant of Option . The
Company hereby grants to Optionee the right and option (the
“Option”) to purchase all or any part of the aggregate
number of shares of common stock of the Company set forth above
(the “Option Shares”), at the Option Price per Share
set forth above, on the terms and conditions set forth in this
Agreement. The Option is not intended to be an “incentive
stock option” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
2. Administration of
Option . The Option will be
administered by the Compensation Committee (the
“Committee”) of the Board of Directors of the Company
(the “Board”). Any or all functions of the Committee
specified in this Agreement may be exercised by the Board unless
this Agreement specifically states otherwise. The Committee has the
authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Option as it may, from
time-to-time, deem advisable, to interpret the terms and provisions
of this Agreement and to otherwise supervise the administration of
the Option. The Committee may not take any action that would be
treated as a “repricing” of the Option and may not
amend or alter the Option without the written consent of Optionee.
All decisions made by the Committee pursuant to this Agreement will
be final, conclusive and binding on all persons, including the
Company, its shareholders, members of the Board, Optionee and their
respective estates and beneficiaries.
3.
Term and Exercise of Option .
(a)
Installment Exercise Provisions . The term of the Option
shall commence on the Grant Date set forth above and shall continue
until the Expiration Date set forth above, unless earlier
terminated as provided herein. Except as otherwise provided herein,
the Option will be exercisable in cumulative installments as
follows:
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(i) Up
to 25% of the Option Shares may be purchased at any time after the
one-year anniversary of the Grant Date and prior to termination of
the Option;
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(ii) Up to 50%
of the Option Shares (less any shares previously purchased pursuant
to the Option) may be purchased at any time on or after the
second-year anniversary of the Grant Date and prior to termination
of the Option;
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1
EXHIBIT 10.1
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(iii) Up
to 75% of the Option Shares (less any shares previously purchased
pursuant to the Option) may be purchased at any time on or after
the third-year anniversary of the Grant Date and prior to
termination of the Option; and
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(iv) Up
to 100% of the Option Shares (less any shares previously purchased
pursuant to the Option) may be purchased at any time on or after
the fourth-year anniversary of the Grant Date and prior to
termination of the Option.
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Neither Optionee nor
Optionee’s legal representatives, legatees or distributees,
as the case may be, will be, or will be deemed to be, a holder of
any Option Shares for any purpose unless and until certificates for
such shares are issued to Optionee or Optionee’s legal
representatives, legatees or distributees, under the terms of this
Agreement.
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(b)
Method of Exercise . The Option
is exercisable by delivery of an exercise notice, in the form
attached as Exhibit A (the “Exercise Notice”),
which shall state the election to exercise the Option, the number
of Option Shares in respect of which the Option is being exercised
(the “Exercised Shares”) and such other representations
and agreements as may be required by the Company. The Exercise
Notice shall be signed by Optionee and shall be delivered in person
or by certified mail to the principal financial officer of the
Company in accordance with Section 11 of this Agreement. The
Exercise Notice shall be accompanied by payment of the aggregate
Option Price per Share. The Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Option Price per Share.
(c)
Method of Payment . Payment of the
aggregate Option Price per Share shall be made by certified or bank
check, or by any other form of legal consideration deemed
sufficient by the Committee, including a properly executed Exercise
Notice together with irrevocable instructions to a broker
acceptable to the Company to promptly deliver to the Company the
amount of sale proceeds to pay the aggregate Option Price per
Share. As determined by the Committee, in its sole discretion,
payment in full or in part may also be made in the form of
unrestricted common stock of the company already owned by Optionee.
Any same day sale or cashless exercise shall comply with
regulations promulgated under the Securities Exchange Act and the
Federal Reserve Board. No shares of common stock of the Company and
no certificates for such shares shall be issued until full payment
therefore has been made.
4.
Change in Control .
(a) “Change
in Control” of the Company shall mean a change in control
which would be required to be reported in response to Item 5.01 of
Form 8-K promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), whether or not the
Company is then subject to such reporting requirement, including
without limitation, if:
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(i) any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly of securities of the Company representing
20% or more of the combined voting power of the Company’s
then outstanding securities (other than an entity owned 50% or
greater by the Company or an employee pension plan for the benefit
of the employees of the Company);
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(ii) there
ceases to be a majority of the Board comprised of (i) individuals
who, on the date of this Agreement, constituted the Board of the
Company; and (ii) any new director who subsequently was elected or
nominated for election by a majority of the directors who held such
office prior to a Change in Control; or
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2
EXHIBIT 10.1
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(iii) the
Company disposes of at least 75% of its assets, other than (i) to
an entity owned 50% or greater by the Company or any of its
subsidiaries, or to an entity in which at least 50% of the voting
equity securities are owned by the shareholders of the Company
immediately prior to the disposition in substantially the same
percentage or (ii) as a result of a bankruptcy proceeding,
dissolution or liquidation of the Company.
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(b)
Except as otherwise provided in this Agreement, if a Change in
Control occurs, all previously unexercised Option Shares shall be
exercisable in full, without regard to any installment exercise
provisions; provided, however, that the Committee, in its sole and
absolute discretion, may, with respect to any or all of such Option
Shares, take any or all of the following actions to be effective as
of the date of the Change in Control (or as of any other date fixed
by the Committee occurring within the thirty (30) day period
immediately preceding the date of the Change in Control, but only
if such action remains contingent upon the effectuation of the
Change in Control) (such date referred to as the “Action
Effective Date”):
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(i) Unilaterally
cancel such Option Shares in exchange for whole and/or fractional
shares of the common stock of the Company (or whole shares of
common stock and cash in lieu of any fractional share of common
stock) or whole and/or fractional shares of a successor (or whole
shares of a successor and cash in lieu of any fractional share)
that, in the aggregate, are equal in value to the product of (1)
the excess, if any, of the Fair Market Value per share on the
Action Effective Date over the Exercise Price or specified price
per share, multiplied by (2) the number of Option
Shares.
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&n
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