Exhibit 10.13
CONSOLIDATED GRAPHICS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
Optionee:
1. Grant of Stock Option . As of
the Grant Date (identified in Section 19 below),
Consolidated Graphics, Inc. (the “ Company ”)
hereby grants a Non-statutory Stock Option (the “
Option ”) to the Optionee (identified above), a
non-employee director 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 19 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
not 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 19 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 19
below) and terminate on the tenth (10th) anniversary of the Grant
Date as specified in Section 19 . 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 19 .
5. Vesting . The total number of
Shares subject to this Option shall vest in accordance with the
Vesting Schedule (described in Section 19 ). 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 Directorship Service
. Voluntary or involuntary termination of the
Optionee’s service as a director of the Company shall affect
Optionee’s rights under the Option as follows:
(a) Other than due to Death . If Optionee’s
service as a director of the Company 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 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
directorship. 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 service as a director
is terminated due to his death, then (i) the non-vested
portion of the Option shall immediately expire on the termination
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. Independent Legal and Tax Advice
. Optionee acknowledges that the Company has advised
Optionee to obtain independent legal and tax advice regarding the
grant and exercise of the Option and the disposition of any Shares
acquired thereby.
11. Reorganization of Company .
The existence of the Option shall not affect in any way the right
or power of the Company or its shareholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other
changes in Company’s capital structure or its business, or
any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or
affecting the Shares or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
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