Exhibit 10.14
CONSOLIDATED GRAPHICS, INC.
INCENTIVE STOCK OPTION AGREEMENT
Optionee:
1. Grant of Stock Option . As of
the Grant Date (identified in Section 21 below),
Consolidated Graphics, Inc. (the “ Company ”)
hereby grants an Incentive Stock Option (the “ Option
”) to the Optionee (identified above), an Employee of
the Company, to purchase the number of shares of the
Company’s common stock, $.01 par value per share (the “
Common Stock ”), identified in Section 21
below (the “ Shares ”), subject to the terms and
conditions of this agreement (the “ Agreement ”)
and the Consolidated Graphics, Inc. Long-Term Incentive Plan, as
amended (the “ Plan ”). The Plan is hereby
incorporated herein in its entirety by reference. The Shares, when
issued to Optionee upon the exercise of the Option, shall be fully
paid and nonassessable. The Option is intended to be an
“incentive stock option” as defined in Section 422
of the Internal Revenue Code.
2. Definitions . All capitalized
terms used herein shall have the meanings set forth in the Plan
unless otherwise provided herein. Section 21 sets forth
meanings for certain of the capitalized terms used in this
Agreement.
3. Option Term . The Option shall
commence on the Grant Date (identified in Section 21
below) and terminate on the tenth (10th) anniversary of the Grant
Date as specified in Section 21 . The period during
which the Option is in effect and may be exercised is referred to
herein as the “Option Period” .
4. Option Price . The Option
Price per Share is identified in Section 21 .
5. Vesting . The total number of
Shares subject to this Option shall vest in accordance with the
Vesting Schedule (described in Section 21 ). The
Shares may be purchased at any time after they become vested, in
whole or in part, during the Option Period; provided, however, the
Option may only be exercisable to acquire whole Shares. The right
of exercise provided herein shall be cumulative so that if the
Option is not exercised to the maximum extent permissible after
vesting, the vested portion of the Option shall be exercisable, in
whole or in part, at any time during the Option Period.
6. Method of Exercise . The
Option is exercisable by delivery of a written notice to the
Secretary of the Company, signed by the Optionee, specifying the
number of Shares to be acquired on, and the effective date of, such
exercise. The Optionee may withdraw notice of exercise of this
Option, in writing, at any time prior to the close of business on
the business day that immediately precedes the proposed exercise
date.
7. Method of Payment . Subject to
applicable provisions of the Plan, the Option Price upon exercise
of the Option shall be payable to the Company in full either:
(i) in cash or its equivalent; (ii) subject to prior
approval by the Committee in its discretion, by tendering
previously acquired, unrestricted Shares having an aggregate Fair
Market Value (as defined in the Plan) at the time of exercise equal
to the total Option Price; (iii) subject to prior approval by
the Committee in its discretion, by withholding Shares which
otherwise would be acquired on exercise having an aggregate Fair
Market Value at the time of exercise equal to the total Option
Price; or (iv) any other permitted method pursuant to the
applicable terms and conditions of the Plan and applicable
law.
As soon as
practicable after receipt of a written notification of exercise and
full payment, the Company shall deliver to or on behalf of the
Optionee, in the name of the Optionee or other appropriate
recipient, Share certificates or other evidence of ownership for
the number of Shares purchased under the Option.
8. Restrictions on Exercise . The
Option may not be exercised if the issuance of such Shares or the
method of payment of the consideration for such Shares would
constitute a violation of any applicable federal or state
securities or other laws or regulations, or any rules or
regulations of any stock exchange on which the Common Stock may be
listed. In addition, Optionee understands and agrees that the
Option cannot be exercised if the Company determines that such
exercise, at the time of such exercise, will be in violation of the
Company’s insider trading policy.
9. Termination of Employment .
Voluntary or involuntary termination of the Optionee’s
employment with the Company and all of its subsidiaries (“
Employment ”) shall affect Optionee’s rights
under the Option as follows:
(a) Other than due to Death . If Optionee’s
Employment is terminated for any reason other than due to his death
pursuant to Section 9(b) below, then (i) the
non-vested portion of the Option shall immediately expire on the
termination of Employment date and (ii) the vested portion of
the Option shall expire to the extent not exercised within
90 days from the date of such termination of Employment. In no
event may the Option be exercised after the earlier of (i) the
expiration of the Option Period or (ii) 90 days from the
date of such termination even if Optionee becomes deceased during
such period.
(b) Death . If Optionee’s Employment is
terminated due to his death, then (i) the non-vested portion
of the Option shall immediately expire on the termination of
Employment date and (ii) the vested portion of the Option
shall expire on the one (1) year anniversary date of the
termination date (to the extent not previously exercised by
Optionee) or, in the case of death, by the person or persons to
whom Optionee’s rights under the Option have passed by will
or by the laws of descent and distribution. In no event may the
Option be exercised by anyone on or after the earlier of
(i) the expiration of the Option Period or (ii) one
(1) year after the date of termination due to Optionee’s
death.
10. Qualification as an Incentive Stock
Option . The Optionee understands that the Option is
intended to qualify as an “incentive stock option”
within the meaning of Code Section 422. The Optionee must meet
certain grant size limitations, holding period, and other
conditions set forth in Code Section 422 to obtain the federal
income tax treatment applicable to the exercise of incentive stock
options and the disposition of shares acquired thereby.
2
The
Optionee further understands that the exercise price of Shares
subject to the Option has been set by the Committee at a price that
the Committee determined to be not less than 100% (or, if the
Optionee, at the Grant Date, owned more than 10% of the total
combined voting power of the Company’s outstanding voting
securities, 110%) of the Fair Market Value, as determined in
accordance with the Plan, of a share of Common Stock on the Grant
Date. The Optionee acknowledges and agrees that the Company shall
not be liable or responsible for any additional tax liability
incurred by the Optionee in the event that the Internal Revenue
Service for any reason determines that this Option does not qualify
as an “incentive stock option” within the meaning of
the Code Section 422.
11. Disqualifying Disposition . In the
event that Shares acquired upon exercise of the Option are disposed
of by Optionee in a “Disqualifying Disposition,”
Optionee shall notify the Company in writing within thirty
(30) days after such disposition of the date and terms of such
disposition. For purposes hereof, “Disqualifying
Disposition” means a disposition of Shares that are acquired
upon the exercise of the Option prior to the expiration of either
two (2) years from the Grant Date or one (1) yea
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