Exhibit 10.16
THE VALSPAR CORPORATION
FORM OF NONSTATUTORY STOCK OPTION
AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
(as amended October 17, 2007)
By action of its shareholders, The Valspar
Corporation (“Valspar”) established The Valspar
Corporation Stock Option Plan for Non-Employee Directors
authorizing the issue of not more than 1,000,000 shares of its
common stock (50 cents par value) to non-employee directors,
designed to attract and retain the services of experienced and
knowledgeable independent directors and by providing additional
incentive for these directors to increase their interest in the
Company’s long-term success and progress.
Pursuant to the provisions of The Valspar
Corporation Stock Option Plan for Non-Employee Directors, Valspar
hereby grants ___________ (“Optionee”), a director of Valspar, a nonstatutory
option to purchase from Valspar _____ shares of its common stock at
a price of $_____ per share, all in accordance with and subject to
the following terms and conditions:
1. Period of Exercise/Vesting Rights -
The Option becomes exercisable immediately and will expire ten (10)
years from the date of this Agreement.
2. Method of Exercise - The Optionee
shall exercise his/her rights hereunder by (i) delivering to
Valspar a notice of intent to exercise and stating the number of
shares to be purchased and (ii) payment to Valspar (through Mellon
Investor Services, option administrator) of the full amount of the
purchase price for the shares then being purchased. In lieu of
cash, all or part of the purchase price may be paid by surrender
(or deemed surrender through attestation) to Valspar of previously
acquired shares of common stock of Valspar, based on the fair
market value at the closing price on the day preceding the date of
exercise. Shares surrendered in lieu of cash must have been
he
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