Exhibit 10.2
NONQUALIFIED
STOCK OPTION AGREEMENT
This
NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is
entered into as of this
day of
, , by and
between JUNO LIGHTING, INC., a Delaware corporation (the
"Company"), and
, an employee of the Company (the "Optionee"). Any capitalized
terms not defined herein shall have the meaning set forth in the
Plan (defined below).
RECITALS
A. Pursuant
to the Juno Lighting, Inc. 1999 Stock Award and Incentive Plan (the
"Plan"), the Committee has determined that the Optionee is to be
granted, 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 shares of the Company's common
stock and hereby grants such Option. It is intended that the Option
constitute a "nonqualified stock option" and not an "incentive
stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
B. The Optionee is an employee
of the Company engaged in the business of manufacturing, marketing
and distributing track, recessed, and high intensity discharge
lighting products (the "Company Business").
C. The Optionee recognizes the
importance to the Company of the Optionee's knowledge of the
Company Business and of the Optionee's relationships with the
employees of the Company Business.
NOW, THEREFORE, in consideration of the foregoing
Recitals (which are hereby incorporated by reference), the
agreements hereafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Terms and Conditions
of the Option
1.1 Number of Shares and
Option Price. The Option entitles the Optionee to purchase
shares of the Company's common stock, par value $.001
per share (the "Option Shares"), at an exercise price (the "Option
Price") of $
per share
representing the Fair Market Value of the Option Shares on the date
hereof, as determined by the Committee. The number and kind of
shares deliverable on exercise of the Option and the Option Price
are subject to adjustment as provided in Section 5 of the Plan.
1.2 Period of Option.
Unless the Option is previously terminated pursuant to this
Agreement, the term of the Option and of this Agreement shall
commence on the date hereof (the "Date of Grant") and terminate
upon the expiration of 10 years from the Date of Grant. Upon the
termination of the Option, all rights of the Optionee hereunder
shall cease.
1.3 Conditions of
Exercise. Subject to the provisions of the Plan and this
Agreement, the Option Shares shall become cumulatively exercisable
as to 20% of the Option shares on each of the first five
anniversaries following the Date of Grant so long as Optionee
remains an employee of the Company. This Option will vest 100% upon
the occurrence of a Change of Control, as defined in the Plan. The
Option shall not be exercisable if the Optionee has breached
Optionee's obligations under this Agreement.
1.4 Nontransferability of
Option. The Option and this Agreement shall not be transferable
otherwise than by will or by the laws of descent and distribution,
and the Option may be exercised during the lifetime of the
Optionee, only by the Optionee or by his or her legal
representative.
1.5 Exercise of Option.
The Option shall be exercised in the following manner: the
Optionee, or other 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 specifying the whole number
of Option Shares which he or she elects to purchase, together with,
with respect to each Option Share, either (i) cash, wire transfer,
or cashier's check or certified check made payable to Juno
Lighting, Inc. in an amount equal to the Option Price, (ii) the
certificates for the number of Mature Shares (as defined below)
having a Fair Market Value (as of the date of exercise) equal to
the Option Price, or (iii) any combination of cash and shares of
common stock, the sum of which equals the Option Price, and the
Option Shares purchased shall thereupon be promptly delivered. In
addition, the Optionee or such other person shall be entitled to
exercise the Option by having shares of common stock with a Fair
Market Value on the date of exercise equal to the aggregate
exercise price withheld by the Company or sold by a broker-dealer
under circumstances meeting the requirements of 12 C.F.R.
section 220 or any successor thereof as determined by the
Company. The Optionee will not be deemed to be a holder of any
Option Shares until the date of the issuance of a stock certificate
to him or her for such shares and until such shares are paid for in
full. "Mature Shares" means shares of the Company's common stock,
par value $.001 per share, that have been held by the Optionee (or
such other person having the right to exercise the Option upon the
death or disability of the Optionee) more than six months or that
have been acquired on the open market.
1.6 Termination by
Death. If the Optionee's employment with the Company terminates
by reason of death, the Option may thereafter be exercised as to
any Option Shares exercisable as of the date of such termination by
the legal representative of the estate or the legatee of the
Optionee under the will of the Optionee for a period of 12 months
from the date of such death or until the expiration of the stated
term of such Option, whichever period is shorter.
1.7 Termination by Reason of
Disability. If the Optionee's employment with the Company
terminates by reason of Disability, the Option may thereafter be
exercised as to any Option Shares exercisable as of the date of
termination by reason of Disability for a period of 12 months from
the date of such termination of employment or until the expiration
of the stated term of the Option, whichever period is shorter.
1.8 O ther Termination .
If the Optionee's employment with the Company terminate for any
reason other than death or Disability (as defined herein), the
Option may be exercised as to any Option Shares exercisable as of
the date such termination until the earlier to occur of
(A
