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Exhibit 10(w)
LESCO, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (the "Agreement") is made
by LESCO,
Inc., an Ohio Corporation (the "Company"), and _______________ (the
"Optionee"),
this ______ day of ________________, _______.
RECITALS
1. The Company believes it is desirable to grant to certain
employees options to
purchase the Company's common shares, without par value
(individually a "Share"
and collectively the "Shares"), in accordance with the terms and
conditions of
this Agreement.
2. On ____________, _________ (the "Grant Date"), the Committee (as
hereafter
defined) determined that it is advantageous and in the interests of
the Company
to grant the option provided for herein to the Optionee as an
inducement to him
or her to become employed by the Company or a subsidiary of the
Company as a
part of his agreement to become employed by the Company, and to
promote the best
interests of the Company, its subsidiaries and stockholders.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms and conditions hereinafter
set forth,
the Company, with the approval and at the direction of the
Committee, hereby
grants to the Optionee the option to purchase __________ Shares
(the "Option")
at a price of ___________________ ($_________) per share (the
"Option Price").
The Option is subject to all the terms, conditions, and limitations
as provided
by the Committee and set forth in this Agreement.
2. Term of Option. The Option and any part thereof must be
exercised within ten
(10) years of the date hereof (the "Term"), unless terminated prior
to that date
by the provisions of this Agreement.
3. The Committee. The Committee means the Compensation, Governance
and
Nominating Committee of the Board of Directors of the Company (the
"Board") (or
any successor committee with responsibility for executive
compensation). The
Committee has conclusive authority to interpret and construe, as
well as
prescribe, all provisions of this Agreement, and make all other
determinations
deemed necessary or advisable for the administration of this
Agreement, and has
such other authority as the Board may from time to time deem
necessary or
desirable.
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Exhibit 10(w)
4. Exercise of
Option.
A. Schedule of Right to Exercise Option. The Optionee may not
exercise
the Option in whole or in part prior to _______________, except in
the
case of a Change in Control of the Company (as hereafter defined)
in
which case the Option shall become exercisable in its entirety upon
the
occurrence of such Change in Control. The Option shall vest on
_________, _________. The Optionee may exercise the Option
granted
hereby, to the extent vested, in whole or in part, in accordance
with
the terms and conditions of this Agreement at any time for a period
of
ten (10) years from the date hereof as to all Shares subject to
the
Option.
B. Method of Exercise. The option may be exercised, in whole or
in
part, by the Optionee delivering a written notice in person or
by
certified mail to the Company at 1301 East 9th Street, Suite
1300,
Cleveland, OH 44114-1849, Attention: _________________, Secretary.
Such
notice shall:
(i) State (a) the election to exercise all or part of the
Option granted hereunder; (b) the number of Shares with
respect to which such Option is being exercised; (c) the
Optionee's address and Social Security Number;
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such Shares of
stock as may be satisfactory to the Committee and its counsel;
(iii) Be signed by the person or persons entitled to exercise
the Option. If the Option is being exercised by any person or
persons other than the Optionee, the notice shall be
accomplished by proof, satisfactory to the Committee and its
counsel, of the right of such person or persons to exercise
the Option; and
(iv) Comply with such other reasonable requirements as the
Committee may establish.
C. Payment. Full payment of the aggregate Option Price for the
Shares
to be acquired upon exercise of the Option shall accompany the
notice
of
exercise. Payment shall be (i) in cash in an amount equal to
the
aggregate Option Price, (ii) that amount of Shares of the Company
so
that the fair market value of the Shares equals the aggregate
Option
Price, or (iii) a combination of cash and Shares such that Shares
and
the amount of cash equals the aggregate Option Price. All payments
of
cash shall be by certified or bank check. After receipt of full
payment
of the aggregate Option Price with respect to that portion of
the
Option being exercised, a certificate representing the Shares
acquired
upon such exercise shall be registered in the name of the person
or
persons exercising the Option and shall be delivered by the Company
as
soon as practicable; provided, however, that the Company may, if
it
deems advisable, postpone delivery of such certificate in order
to
comply with the prospectus delivery requirements or other
requirements
of the Securities Act of 1933 or any state securities law. A
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Exhibit 10(w)
partial exercise of the Option granted hereunder does not waive
an
Optionee's right to a later exercise of such Option as to
remaining
Shares pursuant to the terms hereof.
D. Limitations. Notwithstanding anything to the contrary in
this
Agreement:
(i) Continuous Employment or Service. The Optionee, if an
employee of the Company or a subsidiary or a director of the
Company at the date hereof, may exercise the Option only if,
at all times during the period beginning on the date hereof
and ending on the day three months prior to the date of
exercise of the Option, he is or was an employee of the
Company or any of its subsidiaries; provided, however, if the
termination of the Optionee's employment by the Company or the
Optionee's status as a director of the Company is caused by
the Optionee's death or disability, then the Optionee or his
legal representative may exercise the Option as provided
herein. In the case of disability of the Optionee (within the
meaning of Section 150(d)(4) of the Code) the three-month
period set forth in the preceding sentence will be extended to
one year. If Optionee were to die, and at the time of death
Optionee was entitled to exercise the Option, such Option may
be exercised within twelve months after the death of Optionee
(but not later than the end of the Term of the Option) by
Optionee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance. In any event,
the Option may be exercised only as to the number of Shares
for which it could have been exercised on the date the
employee or former employee ceased employment. The Committee
may, in its sole discretion, accelerate the time in which the
Option may be exercised as set forth in Section 4A hereof.
(ii) Purchase of Option Following Death. Following the death
of Optionee, who at the time of death was entitled to exercise
the Option, the Company may, at its election, upon the request
of the holder of the Option (the estate or legal
representative or heir of the deceased Optionee, as the case
may be), at any time prior to its exercise or termination,
purchase the Option at an aggregate price equal to the excess
of the Fair Market Value on the date of such request, over the
Option Price, multiplied by the number of Shares as to which
the Option was then subject to exercise.
(iii) Compliance with Securities Laws. The Option shall not be
exercisable unless the Shares subject to the Option are exempt
from registration or are the subject of a currently effective
registration statement under all applicable Federal and State
securiti
