THERMADYNE HOLDINGS
CORPORATION
NON-EMPLOYEE DIRECTOR’S
STOCK OPTION AGREEMENT
SECTION 1.
GRANT OF OPTION.
(a) OPTION. On the terms and conditions set
forth in this Agreement and each Notice of Stock Option Grant
referencing this Agreement (the “Notice”), the Company
grants to the Director identified in such Notice (hereinafter, the
“Optionee”) on the Date of Grant an option (each, an
“Option”) to purchase at the Exercise Price a number of
shares of Common Stock, all as set forth in the Notice. Each such
Notice, together with this referenced Agreement, shall be a
separate Option governed by the terms of this Agreement.
(b) DEFINED TERMS. Capitalized terms are
defined in Section 9 of this Agreement.
(c) SCOPE
OF THIS AGREEMENT. This Agreement shall apply to the Option
referenced in each Notice and to the shares of Common Stock
acquired upon the exercise of such Option.
SECTION 2.
RIGHT TO EXERCISE.
Subject to the
conditions set forth in this Agreement, all or part of an Option
may be exercised prior to its expiration at the time or times set
forth in the Notice.
SECTION 3.
TRANSFER OR ASSIGNMENT OF OPTION.
(a) GENERALLY. An Option shall be
exercisable during the Optionee’s lifetime only by the
Optionee. Except as otherwise provided in subsection
(b) below, the Option and the rights and privileges conferred
hereby may not be sold, pledged or otherwise transferred (whether
by operation of law or otherwise) other than by will or the laws of
descent and distribution and shall not be subject to sale under
execution, attachment, levy or similar process.
(b) PERMITTED TRANSFERS. The Optionee shall
be permitted to transfer the Option, in connection with his or her
estate plan, to the Optionee’s spouse, siblings, parents,
children and grandchildren or trusts for the benefit of such
persons or partnerships, corporations, limited liability companies
or other entities owned solely by such persons, including trusts
for such persons.
SECTION 4.
EXERCISE PROCEDURES.
(a) NOTICE
OF EXERCISE. The Optionee or the Optionee’s representative
may exercise the Option by giving written notice to the Company
specifying the election to exercise the Option, the number of
shares of Common Stock for which it is being exercised and the
Exercise Price and aggregate Purchase Price. Exhibit A is an
example of a “Notice of Exercise”. The Notice of
Exercise shall be signed by the person exercising the Option. In
the event that the Option is being exercised by the
Optionee’s representative, the notice shall be accompanied by
proof
(satisfactory
to the Company) of the representative’s right to exercise the
Option. The Optionee or the Optionee’s representative shall
deliver to the Company, at the time of giving the notice, payment
for the full amount of the Purchase Price.
(b) ISSUANCE OF COMMON STOCK. After
receiving a proper notice of exercise, the Company shall cause to
be issued a certificate or certificates for the shares of Common
Stock as to which the Option has been exercised, registered in the
name of the person exercising the Option (or in the names of such
person and his or her spouse as community property or as joint
tenants with right of survivorship).
(c) TAX
OBLIGATIONS. The Company shall not be required to issue shares of
Common Stock upon the exercise of the Option unless the Optionee
shall first pay to the Company such amount, if any, as may be
requested by the Company to satisfy any obligation of the Company
to withhold federal, state, local or foreign income or other taxes
relating to the exercise.
(d) SECURITIES REGISTRATION. The Company
shall not be obligated to deliver any shares of Common Stock
hereunder until (i) such shares have been listed on each
securities exchange or national market system on which the Common
Stock may then be listed and (ii) all applicable federal and
state securities laws applicable to such issuance have been
complied with; provided, however, that the Company shall use all
reasonable efforts to effect any such listing and
compliance.
SECTION 5.
PAYMENT FOR SHARES OF COMMON STOCK.
The Purchase
Price shall be paid in cash or by check.
SECTION 6. TERM
AND EXPIRATION.
(a) BASIC
TERM. Subject to earlier termination in accordance with subsection
(b) below, the exercise period of the Option shall expire on
the expiration date set forth in the Notice.
(b) TERMINATION OF SERVICE. If the
Optionee’s ceases to serve on the Board for any reason, then
the exercise period for the Option shall expire on the earliest of
the following occasions (or such later date as the Board may
determine):
(i) The
expiration date determined pursuant to subsection (a) above;
or
(ii) The
later of (x) the date the Optionee ceases to be a member of
the Board and (y) if such membership terminates as a result of
the death of the Optionee, the date twelve (12) months after
the Optionee’s death.
The Optionee
(or in the case of the Optionee’s death, the Optionee’s
representative) may exercise all or part of the Option at any time
before its expiration under the preceding sentence, but only to the
extent that the Option had become exercisable for vested shares of
Common Stock on or before the date the Optionee ceased to serve on
the Board. When the Optionee’s Board service terminates, the
Option shall expire immediately with respect to the number of
shares of Common Stock for which the Option is not yet
vested.
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