Bandag, Incorporated 2004 Stock Grant and Awards Plan
Nonqualified Stock Option Award Agreement
You have
been selected to be a Participant in the Bandag, Incorporated 2004
Stock Grant and Awards Plan (the “Plan”), as specified
below:
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Participant:
______________________________________________________________________________ |
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Date of Grant:
____________________________________________________________________________ |
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Date of Expiration:
_________________________________________________________________________ |
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Number of Shares Covered by Option:
__________________________________________________________ |
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Option Price:
_____________________________________________________________________________ |
THIS
NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this
“Agreement”), effective as of the Date of Grant set
forth above, represents the grant of a nonqualified stock option
(the “Option”) by Bandag, Incorporated, an Iowa
corporation (the “Company”), to the Participant named
above, pursuant to the provisions of the Plan.
The Plan
provides a complete description of the terms and conditions
governing the Option grant. If there is any inconsistency between
the terms of this Agreement and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the
conflicting terms of this Agreement. All capitalized terms shall
have the meanings ascribed to them in the Plan, unless specifically
set forth otherwise herein. The parties hereto agree as
follows:
1.
Grant of Stock
Option . The Company hereby grants to the Participant an Option
to purchase the number of shares of Class A common stock of the
Company (“Shares”) set forth above, at the stated
Option Price, which is one hundred percent (100%) of the Fair
Market Value of a Share on the Date of Grant, in the manner and
subject to the terms and conditions of the Plan and this
Agreement.
2.
Exercise of Stock
Option . Except as hereinafter provided, the Participant may
exercise the Option according to the following schedule with
respect to each installment shown in the schedule on and after the
vesting date applicable to such installment set forth below,
provided that no exercise may occur subsequent to the close of
business on the Date of Expiration.
Date
|
Number
of
Shares Subject
to Purchase
Upon Exercise
|
Percentage
of
Option Which is
Exercisable Each Year
|
| __________________ |
__________________ |
25% |
| __________________ |
__________________ |
25% |
| __________________ |
__________________ |
25% |
| __________________ |
__________________ |
25% |
Page 1 of 6
The Option may
be exercised in whole or in part, but not for less than one hundred
(100) Shares at any one time, unless fewer than one hundred
(100) Shares then remain subject to the Option, and the Option is
then being exercised as to all such remaining Shares.
3.
Limitations on
Exercise . The Participant must exercise all rights under this
Agreement prior to the tenth anniversary of the Date of Grant
(i.e., the Option will expire upon the tenth
anniversary).
4.
Termination of
Employment by Death . In the event of the death of the
Participant while employed by, or in the service of, the Company or
any of its Affiliates, the Option may be exercised at any time
prior to the earlier of the Date of Expiration or the first
anniversary of the date of the Participant’s death to the
extent that the Participant was entitled to exercise such Option on
the Participant’s date of death. In the event of the death of
the Participant while entitled to exercise an Option pursuant to
Section 5 of this Agreement, the Committee, in its discretion, may
permit such Option to be exercised prior to the Date of Expiration
during a period of up to one year from the death of the
Participant, as determined by the Committee to the extent that the
Option was exercisable at the time of cessation of the
Participant’s employment or service.
5.
Termination of
Employment by Disability or Retirement . If a Participant shall
cease to be employed by, or provide services to, the Company or any
of its Affiliates by reason of Retirement or Disability, the Option
shall remain exercisable, to the extent it was exercisable at the
time of cessation of employment or service, until the earliest of:
(A) the Date of Expiration; (B) the death of the Participant, or
such later date not more than one year after the death of the
Participant as the Committee, in its discretion, may provide; (C)
the third anniversary of the date of the cessation of the
Participant’s employment or service, if employment or service
ceased by reason of Retirement; or (D) the first anniversary of the
date of the cessation of the Participant’s employment or
service by reason of Disability. At the end of such period, the
Option shall terminate.
6.
Termination of Employment for Other
Reasons . If a Participant shall cease to be employed by, or
provide services to, the Company or any of its Affiliates other
than by reason of Retirement, Disability, or death, (A) the portion
of the Option that is not vested shall terminate on the date of
such cessation of employment or service and (B) the Participant
shall have a period ending on the earlier of the Date of Expiration
or 90 days from the date of cessation of employment or service to
exercise the vested portion of the Option to the extent not
previously exercised. At the end of such period, the Option shall
terminate.
7.
Change of Control
. Upon a Change of Control, the provisions of Section 17 of the
Plan, as amended or supplemented, shall apply.
8.
Nontransferability . This Option may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or the laws of descent and
distribution or pursuant to Section 12 of this Agreement. Further,
this Option shall be exercisable during the Participant’s
lifetime by only such Participant or such Participant’s legal
representative.
9.
Recapitalization
. In the event there is
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