Exhibit 10.2
Zep Inc.
Long-Term Incentive
Plan
Non-Qualified Stock Option
Agreement
For Executive
Employees
THIS AGREEMENT, made as of [GRANT
DATE] (the “Grant Date”), between Zep Inc., a Delaware
corporation (the “Company”), and [NAME] (the
“Optionee”).
WHEREAS, the Company has adopted the
Zep Inc. Long-Term Incentive Plan (the “Plan”) in order
to provide additional incentive to certain officers and key
employees of the Company and its Subsidiaries; and
WHEREAS, the Optionee performs
services for the Company and/or one of its Subsidiaries;
and
WHEREAS, the Committee responsible
for administration of the Plan has determined to grant the Option
to the Optionee as provided herein.
NOW, THEREFORE, the parties hereto
agree as follows:
1.1 The Company hereby grants to the
Optionee the right and option (the “Option”) to
purchase all or any part of an aggregate of [# OF SHARES] whole
Shares subject to, and in accordance with, the terms and conditions
set forth in this Agreement and the Plan.
1.2 The Option is not intended to
qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code.
1.3 This Agreement shall be
construed in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are incorporated
herein by reference) and, except as otherwise expressly set forth
herein, the capitalized terms used in this Agreement shall have the
same definitions as set forth in the Plan.
1.4 The Option is conditioned upon
Optionee’s acceptance of the terms of this Agreement, as
evidenced by Optionee’s execution of this Agreement or by
Optionee’s electronic acceptance of the Agreement in a manner
and during the time period allowed by the Company. If the terms of
this Agreement are not timely accepted by the execution or by such
electronic acceptance, the Option may be canceled by the
Committee.
The price at which the Optionee
shall be entitled to purchase Shares upon the exercise of the
Option shall be [EXERCISE PRICE] per Share.
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The Option shall be exercisable to
the extent and in the manner provided herein for a period of ten
(10) years from the Grant Date (the “Exercise
Term”); provided, however, that the Option may be earlier
terminated as provided in Sections 1.4 and 6 hereof.
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4.
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Vesting and
Exercisability of Option .
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The Option shall vest, and may be
exercised, with respect to the Shares as set forth in the Optionee
Statement attached hereto and made a part hereof, subject to
earlier termination of the Option as provided in Sections 1.4 and 6
hereof or in the Plan. The right to purchase the Shares as they
become vested shall be cumulative and shall continue during the
Exercise Term unless sooner terminated as provided
herein.
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5.
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Manner of
Exercise and Payment .
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5.1 Subject to the terms and
conditions of this Agreement and the Plan, the Option may be
exercised by either (i) delivery of written or electronic
notice to the Company, at its principal executive office or
(ii) online notice given to an online broker with which the
Company has made arrangement for the exercise of employee stock
options, which notice satisfies the form and conditions set forth
in such arrangement, which shall be provided to the Grantee from
time to time. Such notice shall state that the Optionee is electing
to exercise the Option and the number of Shares in respect of which
the Option is being exercised and, if delivered in writing to the
Company, shall be signed by the person or persons exercising the
Option. If requested by the Committee, such person or persons shall
(i) deliver this Agreement to the Secretary of the Company who
shall endorse thereon a notation of such exercise and
(ii) provide satisfactory proof as to the right of such person
or persons to exercise the Option.
5.2 The notice of exercise described
in Section 5.1 shall be accompanied by the full purchase price
for any Shares purchased pursuant to the exercise of an Option and
shall be paid in full upon such exercise, (i) in cash, by
check, by transferring Shares to the Company or by attesting to the
ownership of Shares, upon such terms and conditions as may be
acceptable to the Committee, or by net settlement of the Option in
the manner determined by the Committee or (ii) by such
arrangement as is made by the Company with the designated online
broker. Any Shares the Optionee transfers to the Company or attests
to owning as payment of the purchase price under an Option shall be
valued at their Fair Market Value on the day preceding the date of
exercise of such Option.
5.3 Upon receipt of notice of
exercise and full payment for the Shares in respect of which the
Option is being exercised, the Company shall, subject to
Section 15 of the Plan, take such action as may be necessary
to effect the transfer to the Optionee of the number of Shares as
to which such exercise was effective.
5.4 The Optionee shall not be deemed
to be the holder of, or to have any of the rights of a holder with
respect to any Shares subject to the Option until (i) the
Option shall have been exercised pursuant to the terms of this
Agreement and the Optionee shall have paid the full purchase price
for the number of Shares in respect of which the Option was
exercised, (ii) the
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Company shall have issued and delivered the
Shares to the Optionee, and (iii) the Optionee’s name
shall have been entered as a stockholder of record on the books of
the Company, whereupon the Optionee shall have full voting and
other ownership rights with respect to such Shares.
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6.
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Termination
of Employment .
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If the employment of the Optionee
with the Company and its Subsidiaries shall terminate for any
reason, other than for the reasons set forth in Sections 6.2 and
7.2 below, the Option shall continue to be exercisable (to the
extent the Option was vested and exercisable on the date of the
Optionee’s termination of employment) at any time within
three (3) months after the date of such termination of
employment, but in no event after the expiration of the Exercise
Term.
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6.2
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Termination
of Employment Due to Death, Disability, or Retirement
.
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If the Optionee’s termination
of employment is due to death, Disability, or Retirement
(termination on or after age 65), or if Optionee terminates
employment after age 55, the following shall apply:
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(a)
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Termination
Due To Death . In the
event the Optionee dies while actively employed, the Option shall
become immediately and fully exercisable, and shall remain
exercisable at any time prior to the end of the Exercise Term, or
for one (1) year after the date of death, whichever period is
shorter, by (A) a Permitted Transferee (as defined in
Section 8 below), if any, or such person(s) that have acquired
the Optionee’s rights under such Options by will or by the
laws of descent and distribution, or (B) if no such person
described in (A) exists, the Optionee’s estate or
representative of the Optionee’s estate.
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(b)
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Termination
by Disability . In the
event the employment of the Optionee is terminated by reason of
Disability, the Option shall become immediately and fully
exercisable as of the date the Committee determines the Optionee
terminated for Disability and shall remain exercisable at any time
prior to the end of the Exercise Term, or for one (1) year
after the date of termination, whichever period is
shorter.
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(c)
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Termination
by Retirement . In the
event the employment of the Optionee is terminated by reason of
Retirement, all outstanding un
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