Exhibit 10.8
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
(this "Option Agreement") made
this__________ day of ____, 200_, between
American Biltrite Inc. a Delaware corporation (the
"Company"), and ________________ (the
"Optionee").
Pursuant to the American
Biltrite Inc. 1999 Stock Option Plan for Non-Employee
Directors (as it may be amended or restated from time to
time, the "Plan"), on ___________, _____ (the "Date of
Grant"), the Optionee was awarded, on the terms and
conditions set forth herein (and subject to the terms and
provisions of the Plan), a nonqualified stock option (an
"Option") to purchase Stock. This Option Agreement
memorializes that Option
grant. Capitalized terms used herein but
which are not defined in this Option Agreement will
have the meanings set forth in the Plan.
1.
Number of
Shares of Stock and Option Price . The Option is
exercisable for the purchase of up to ______ shares of
Stock (the "Option Shares") at an exercise price equal
to $____ per Option Share (the "Option Price"),
pursuant to the terms of this Option Agreement and
the provisions of the Plan.
2.
Period of
Option and Conditions of Exercise .
(a) Unless
the Option is previously terminated pursuant to
this Option Agreement, the Option shall terminate upon
the expiration of ten years from the Date of Grant (the
"Expiration Date"). Upon the termination of
the Option, all rights of the Optionee hereunder shall
cease.
(b) Subject
to the provisions of the Plan and this Option Agreement, the
Option shall become exercisable as to all of the Option
Shares on the date which is six months after the Date of
Grant.
3.
Termination of
Service . Notwithstanding any provision of this
Option Agreement or the Plan to the contrary, Options shall
become exercisable in full on the date the Optionee ceases to
serve as a member of the Board for any reason. Options may
not be exercised, and such Options shall terminate, as of the
third anniversary of the date the Optionee ceases to serve as
a member of the Board for any reason, provided
, however
, that if the Optionee dies within the nine-month period
ending on the third anniversary of the date on which the
Optionee ceases to serve as a member of the Board, the
Optionee's legal representative may, at any time within nine
months after the Optionee's death, exercise any Options
granted to the Optionee, further
provided , however
, that in no event may an Option be exercised following the
Expiration Date.
4.
Exercise of
Option .
(a)
The Option shall be exercised in the following manner:
the Optionee, or the person or persons having the right to
exercise the Option upon the death or disability of the
Optionee, shall deliver to the Company written notice, in
substantially the form of the notice of exercise attached
hereto, specifying the number of Option Shares which the
Optionee elects to purchase. The Optionee must include
with the notice full payment for any Option Shares being
purchased under an Option.
(b) Payment
of the Option Price for any Option Shares being purchased
must be made in cash, by certified or cashier's check, or by
delivering to the Company Stock which the Optionee already
owns. If the Optionee pays by delivering Stock,
the Optionee must include with the notice of exercise the
certificates for such Stock either duly endorsed for transfer
or accompanied by executed stock powers in favor of the
Company with signatures guaranteed by a national bank or
trust company or a member of a national securities
exchange. The Stock delivered by the Optionee will be
valued by the Company at its Fair Market Value on the date of
exercise of the Option, as provided in the Plan.
(c) The
Option may be exercised only to purchase whole shares of
Stock, and in no case may a fractional share be
purchased. The right of the Optionee to
purchase shares of Stock with respect to which the
Option has become exercisable may be exercised, in whole
or in part
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