RSA HOLDINGS CORP. OF DELAWARE
1999 Stock Incentive Plan
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RSA Holdings Corp. of Delaware
1999 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
Page
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1. PURPOSE.................................................1
2. ADMINISTRATION OF THE PLAN..............................1
3. SHARES..................................................2
4. AUTHORITY TO GRANT AWARDS...............................2
5. WRITTEN AGREEMENT.......................................2
6. ELIGIBILITY.............................................2
7. OPTION PRICE............................................2
8. DURATION OF OPTIONS.....................................3
9. RESTRICTIONS ON EXERCISE OF AWARDS, ETC.................3
10. EXERCISE OF AWARDS......................................3
11. NON-TRANSFERABILITY OF AWARDS...........................4
12. REQUIREMENTS OF LAW.....................................4
13. NO RIGHTS AS STOCKHOLDER................................5
14. NO EMPLOYMENT OBLIGATION................................5
15. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE..............5
16. AMENDMENT OR TERMINATION OF PLAN........................8
17. CERTAIN RIGHTS OF THE COMPANY...........................8
18. EFFECTIVE DATE AND DURATION OF THE PLAN.................8
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RSA HOLDINGS CORP. OF DELAWARE
1999 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this 1999 Stock Incentive Plan (the "Plan") is
to encourage directors, consultants and key employees of RSA Holdings Corp. of
Delaware (the "Company") and its Subsidiaries (as hereinafter defined) to
continue their association with the Company and its Subsidiaries by providing
opportunities for such persons to participate in the ownership of the Company
and in its future growth through the granting of stock options (the "Options" or
the "Awards") that are not intended to qualify for any special tax treatment
under the Internal Revenue Code of 1986, as amended (the "Code"). The term
"Subsidiary" as used in the Plan means a corporation or other business
organization of which the Company owns, directly or indirectly through an
unbroken chain of ownership, fifty percent (50%) or more of the total combined
voting power of all classes of stock, partnership interests or other equity
interests.
2. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by a committee (the
"Committee") consisting of those Directors of the Company who shall at
any time and from time to time be serving as members of the
Compensation Committee of the Board of Directors of the Company (the
"Board").
(b) The Committee shall, from time to time, report to the
Board the names of employees or other persons to whom Awards are
granted, the type of Awards granted, the number of shares covered by
each Award and the terms and conditions of each such Award.
(c) The Committee shall have the sole authority, in its
absolute discretion, to adopt, amend and rescind such rules and
regulations as, in its opinion, may be advisable in the administration
of the Plan, and to continue and interpret the Plan, the rules and
regulations, and the instruments evidencing Awards and to make all
other determinations deemed necessary or advisable for the
administration of the Plan. All decisions, determinations and
interpretations of the Committee shall be final, binding and conclusive
on all Participants.
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3. SHARES AVAILABLE FOR AWARDS
The stock subject to Awards under the Plan shall be shares of
the Company's Common Stock, par value $.01 per share (the "Stock"). The total
amount of Stock with respect to which Awards may be granted (the "Awards Pool")
shall not exceed in the aggregate 110,000 shares. In the event that any
outstanding Award shall expire for any reason or shall terminate by reason of
the death or severance of employment of the Participant (as hereinafter
defined), the surrender of any such Award, or any other cause, the shares of
Stock allocable to the unexercised portion of such Award may again be subject to
an Award under the Plan.
4. AUTHORITY TO GRANT AWARDS
The Committee may consult with and consider the
recommendations of other directors and the Chief Executive Officer of the
Company, and may determine from time to time which key employees of the Company
or any Subsidiary or other persons shall be granted Awards under the Plan, the
terms of the Awards and the number of shares which may be purchased under the
Awards. Subject only to any applicable limitations set forth elsewhere in the
Plan, the number of shares of Stock to be covered by any Award shall be as
determined by the Committee.
5. WRITTEN AGREEMENT
Each Award granted hereunder shall be for such number of
shares of Stock, and otherwise subject to such terms and conditions, as the
Committee shall determine and specify in a written award agreement (an "Option
Agreement"). Each Option Agreement shall be signed by the Participant and by the
Chief Executive Officer or the Chief Financial Officer of the Company for and in
the name and on behalf of the Company.
6. ELIGIBILITY
The individuals who shall be eligible for an Award under the
Plan shall be key employees, directors (whether or not employees) and other
persons who render services of importance to the management, operation or
development of the Company or a Subsidiary, and who have contributed or may be
expected to contribute materially to the success of the Company or a Subsidiary.
An employee, director or other person to whom an Award has been granted pursuant
to an Option Agreement is sometimes referred to herein as a "Participant".
7. OPTION PRICE
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The price at which shares of Stock may be purchased pursuant
to an Option shall be specified by the Committee at the time the Option is
granted.
8. DURATION OF OPTIONS
The duration of any Option shall be specified by the Committee
in the Option Agreement, but no Option shall be exercisable after the expiration
of ten (10) years from the date such Option is granted. The Committee, in its
sole and absolute discretion, may extend any Option theretofore granted subject
to the aforesaid limits and may provide that an Option shall be exercisable
during its entire duration or during any lesser period of time.
9. RESTRICTIONS ON EXERCISE OF AWARDS, ETC.
The Committee may restrict the exercise of any Award by
prohibiting such exercise at any time during which and for such period of time
as any Participant is engaged in any activity determined by the Committee, after
consideration of the facts presented on behalf of the Company and the
Participant, to be detrimental to the best interests of the Company and its
stockholders. The Committee shall notify the Participant in writing of any such
determination and of the scope and duration of any such restriction. If the
Committee notifies a Participant in writing that such Participant is engaged or
may have engaged in such a detrimental activity and such Participant has
exercised or attempts to exercise an Award after such notification but prior to
a decision of the Committee based on the consideration of all facts presented on
behalf of the Company and the Participant, the Company shall not be required to
recognize such exercise until the Committee has made its decision and, in the
event any exercise shall have taken place, it shall be of no force and effect
(and void ab initio) if the Committee makes an adverse determination; provided,
however, that if the Committee finds in favor of the Participant then the
Participant will be deemed to have exercised such Award as of the date he or she
originally gave written notice of his or her attempt to exercise or actual
exercise, as the case may be. The decision of the Committee as to the
detrimental nature of the Participant's activities shall be final, binding and
conclusive.
10. EXERCISE OF AWARDS
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Awards shall be exercised by the delivery of written notice to
the Company setting forth the number of shares of Stock with respect to which
the Award is to be exercised, accompanied by payment of the option price of such
shares, which payment shall be made in cash or by such cash equivalents, payable
to the order of the Company in an amount in United States dollars equal to the
option price of such shares, as the Committee in its sole and absolute
discretion shall consider acceptable. Such notice shall be delivered in person
to the Secretary of the Company or shall be sent by registered mail, return
receipt requested, to the Secretary of the Company, in which case delivery shall
be deemed made on the date such notice is deposited in the mail.
As promptly as practicable after the receipt by the Company of
(a) written notice from the Participant setting forth the number of shares of
the Stock with respect to which such Award is to be exercised and (b) payment of
the option price of such shares, the Company shall (subject to Section 12
hereof) cause to be delivered to such Participant certificates representing the
number of paid-up, non-assessable shares with respect to which such Award has
been so exercised.
11. NON-TRANSFERABILITY OF AWARDS
Awards shall not be transferable by the Participant otherwise
than by will or under the laws of descent and distribution and, during his or
her lifetime, shall be exercisable only by the Participant. Awards shall be null
and void and without effect upon any attempted assignment or transfer, except as
hereinabove provided, including without limitation any purported assignment,
whether voluntary or by operation of law, pledge, hypothecation or other
disposition contrary to the provisions hereof, or levy of execution, attachment,
trustee process or similar process, whether legal or equitable upon the Awards.
12. REQUIREMENTS OF LAW
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The Company shall not be required to sell or issue any shares
of Stock upon the exercise of any Option if the issuance of such shares shall
constitute or result in a violation by the Participant or the Company of any
provisions of any law, statute or regulation of any governmental authority.
Specifically, in connection with the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable state securities or "blue sky" law (a
"Blue Sky Law"), upon exercise of any Option the Company shall not be required
to issue such shares unless the Committee has received evidence satisfactory to
it to the effect that the holder of such Option will not transfer such shares
except pursuant to a registration statement in effect under the Securities Act
and Blue Sky Laws or unless an opinion of counsel satisfactory to the Company
has been received by the Company to the effect that such registration and
compliance is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company shall not be
obligated to take any action in order to cause the exercise of an Option or the
issuance of shares of Stock pursuant thereto to comply with any law or
regulations of any governmental authority, including, without limitation, the
Securities Act or applicable Blue Sky Law.
Notwithstanding any other provision of the Plan to the
contrary, the Company may refuse to permit transfer of shares of Stock or of any
Option if in the opinion of its legal counsel such transfer would violate any
federal or state securities laws or subject the Company to liability thereunder.
Any sale, assignment, transfer, pledge or other disposition of shares of the
Stock received upon exercise of any Option (or any other shares or securities
derived therefrom) or of any Option which is not in accordance with the
provisions of this Section shall be void and of no effect and shall not be
recognized by the Company.
The Committee may cause any certificate representing shares of
Stock acquired upon exercise of an Option (and any other shares or securities
derived therefrom) to bear a legend to the effect that the securities
represented by such certificate have not been registered under the Securities
Act, as amended, or any applicable state securities laws, and may not be sold,
assigned, transferred, pledged or otherwise disposed of except in accordance
with the Plan and applicable agreements binding the holder and the Company or
any of its stockholders.
13. NO RIGHTS AS STOCKHOLDER
No Participant shall have any rights as a stockholder with
respect to shares covered by his or her Option until the date of issuance of a
stock certificate for such shares; except as otherwise provided in Section 15,
no adjustment for dividends or otherwise shall be made if the record date
therefor is prior to the date of issuance of such certificate.
14. NO EMPLOYMENT OBLIGATION
The granting of any Award shall not impose upon the Company or
any Subsidiary any obligation to employ or continue to employ any Participant,
or to engage or retain the services of any person, and the right of the Company
or any Subsidiary to terminate the employment or services of any person shall
not be diminished or affected by reason of the fact that an Award has been
granted to him or her. The existence of any Award shall not be taken into
account in determining any damages relating to termination of employment or
services for any reason.
15. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE
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(a) The existence of outstanding Awards shall not affect in
any way the right or power of the Company or its stockholders to make
or authorize any subdivisions, splits, combinations or consolidations
of shares of capital stock of the Company (including the Stock) or the
payment of a dividend in shares of the Stock or other securities of the
Company, adjustments, recapitalizations, reclassifications,
reorganizations or other changes in the Company's capital structure or
its business or any merger or consolidation of the Company or any issue
of bonds, debentures, preferred or preference stock, whether or not
convertible into or exchangeable or exercisable for shares of the Stock
or other securities, ranking prior to or pari passu with the Stock or
affecting the rights thereof, or warrants, rights or options to acquire
the same, 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.
(b) Subject to the provisions of Section 15(d) of the Plan,
the number of shares of Stock in the Award Pool (less the number of
shares theretofore delivered upon exercise of Options) and the number
of shares of Stock covered by any outstanding Option and the price per
share payable upon exercise thereof (provided that in no event shall
the option price be less than the par value of such shares) shall be
appropriately adjusted by the Board in the event that the outstanding
shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another
corporation by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination of shares,
or dividends payable in capital stock. The decision of the Board as to
the adjustment, if any, required by the provisions of this Section
shall be final, binding and conclusive.
(c) If the Company merges or consolidates with a wholly-owned
subsidiary for the purpose of reincorporating itself under the laws of
another jurisdiction, the Participants will be entitled to acquire
shares of Stock of the reincorporated Company upon the same terms and
conditions as were in effect immediately prior to such reincorporation
(unless such reincorporation involves a change in the number of shares
or the capitalization of the Company, in which case proportional
adjustments shall be made as provided in this Section), and the Plan,
unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.
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(d) Unless otherwise determined by the Board in its sole
discretion and except as otherwise provided in Section 15(c) of the
Plan, if while unexercised Awards remain outstanding under the Plan (i)
the Company is merged or consolidated with another corporation or other
entity, whether or not the Company is the surviving entity, or (ii) the
Company is liquidated or sells or otherwise disposes of all or
substantially all of its assets to another entity, or (iii) there takes
place a Change in Control (as hereinafter defined), or (iv) in other
circumstances in which the Board in its sole and absolute discretion
deems it appropriate for the provisions of this paragraph to apply, (A)
the purchaser(s) of the Company's assets or capital stock may, in his,
her or its discretion, deliver to the Participant, in the case of an
Option, to the extent that the right to purchase shares of Stock under
an Option has vested, the same kind of consideration (less the price
per share payable upon exercise of the Option) that is delivered to the
holders of Stock as a result of such merger, consolidation,
liquidation, sale, disposition, Change in Control or other
circumstances or (B) the Board may, in its sole determination, cancel
the Option, to the extent not theretofore exercised, in exchange for
consideration in cash or in kind, which consideration in the case of
(A) or (B) shall be equal in value to the value of those shares of
stock or other consideration the Participant would have received had
the Option been exercised (to the extent the Option has not been
exercised, and, in the case of an Option, to the extent it has vested)
and no disposition of the shares so acquired upon such exercise been
made prior to such merger, consolidation, liquidation, sale,
disposition, Change in Control or other circumstances, less the price
per share payable upon exercise thereof. Upon receipt of such
consideration by the Participant, the Option shall immediately
terminate and be of no further force and effect, including with respect
to the vested and unvested portion thereof. The value of the stock or
other consideration the Participant would have received if the Option
had been exercised shall be determined in good faith by the Board. In
addition, in the case of any such merger, consolidation, liquidation,
sale, disposition, Change in Control or other circumstance, the Board
may, in its sole discretion, accelerate the vesting of an Option.
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For purposes of this Section, a "Change in Control" shall be
deemed to have occurred if any person, or any two or more persons
acting as a group, and all affiliates of such person or persons, who
prior to such time owned less than fifty percent (50%) of the then
outstanding Common Stock of the Company, shall acquire such additional
shares of the Company's Common Stock in one or more transactions, or
series of transactions, such that following such transaction or
transactions, such person or group and affiliates beneficially own
fifty percent (50%) or more of the Company's Common Stock outstanding;
and "Common Stock" shall mean the Stock, or if changed, the capital
stock of the Company as it shall be constituted from time to time
entitling the holders thereof to share generally in the distribution of
all assets available for distribution to the Company's stockholders
after the distribution to any holders of capital stock with
preferential rights.
(e) Upon dissolution or liquidation of the Company, the Award
shall terminate, but the Participant (if at such time in the employment
of the Company) shall have the right, immediately prior to such
dissolution or liquidation, to purchase shares of Stock pursuant to the
Option to the extent such Option is then vested.
(f) No fraction of a share of Stock shall be purchasable or
deliverable upon the exercise of the Option, but in the event any
adjustment hereunder of the number of shares covered by an Award shall
cause such number to include a fraction of a share, such fraction shall
be adjusted to the nearest smaller whole number of shares.
(g) Except as expressly provided herein, the issue by the
Company of shares of Stock or other securities of any class or series
or securities convertible into or exchangeable or exercisable for
shares of the Stock or other securities of any class or series for cash
or property or for labor or services either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number, class or
price of shares of the Stock then subject to outstanding Options.
16. AMENDMENT OR TERMINATION OF PLAN
The Board may, in its sole and absolute discretion, modify,
revise or terminate the Plan at any time and from time to time; provided,
however, except as otherwise permitted herein, no amendment shall adversely
affect outstanding Options, and no termination shall terminate outstanding
Options, without the consent of the Participant.
17. CERTAIN RIGHTS OF THE COMPANY
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The Committee may, in its sole and absolute discretion, also
require a key employee or other person, as a condition to receiving any Award,
to enter into a noncompetition agreement or other agreement in such form as the
Committee may, from time to time in its sole and absolute discretion, determine.
18. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective and shall be deemed to have
been adopted as of April 24, 1999. Unless the Plan shall have terminated
earlier, the Plan shall terminate on December 31, 2009. No Option shall be
granted pursuant to the Plan after December 31, 2009.
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RSA HOLDINGS CORP. OF DELAWARE
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Non-Qualified Stock Option Agreement
Option Certificate: No.
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Specific Terms of the Option
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Subject to the terms and conditions hereinafter set forth and
the terms and conditions of the RSA Holdings Corp. of Delaware 1999 Stock
Incentive Plan (the "Plan"), RSA Holdings Corp. of Delaware, a Delaware
corporation (the "Company"), hereby grants the following option to purchase
shares of the Common Stock, par value $.01 per share (the "Stock"), of the
Company:
1. Name of Person to Whom the Option Is Granted (the
"Optionee"):_________________________________.
2. Date of Grant of Option: April 24, 1999.
3. An Option for ( ) Shares of the Stock.
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4. Option Exercise Price (per Share): $90.00.
5. Term of Option: Subject to Section 9 below, this Option expires
at 5:00 p.m. Eastern Standard time on April 23, 2009.
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6. Exercise Schedule: Subject to the provisions of Section 9 below,
this Option shall vest and become exercisable
with respect to the number of shares of Stock
and upon the attainment of certain performance
goals on or prior to the end of certain performance
periods, as shown on Schedule I attached hereto
and incorporated herein.
RSA HOLDINGS CORP. OF DELAWARE [Name of Optionee]
By:
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Title: (Signature of Optionee)
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Date:
Optionee's Address:
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OTHER TERMS OF THE OPTION
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WHEREAS, the Board of Directors (the "Board") has authorized
the grant of stock options upon certain terms and conditions set forth in the
Plan and herein; and
WHEREAS, the Compensation Committee (the "Committee") has
authorized the grant of this stock option pursuant and subject to the terms of
the Plan, a copy of which is available from the Company and is hereby
incorporated herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and the Optionee,
intending to be legally bound, covenant and agree as set forth on the first page
hereof and as follows:
7. Grant. Pursuant and subject to the Plan, the Company does hereby
grant to the Optionee a stock option (the "Option") to purchase from the Company
the number of shares of Stock set forth in Section 3 on the first page hereof
upon the terms and conditions set forth in the Plan and upon the additional
terms and conditions contained herein. This Option is a non-qualified stock
option and is not intended to qualify for special federal income tax treatment
as an "incentive stock option" pursuant to Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
8. Option Price. This Option may be exercised at the option price per
share of Stock set forth in Section 4 on the first page hereof, subject to
adjustment as provided herein and in the Plan.
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9. Term and Exercisability of Option. This Option shall expire on the
earliest of (a) the date determined pursuant to Section 5 on the first page
hereof, (b) the date determined pursuant to Section 8 of the Plan, and (c) the
date determined pursuant to this Section 9, and shall be exercisable prior to
such expiration in accordance with and subject to the terms and conditions set
forth herein and in the Plan (including but not limited to Section 9 of the
Plan) and those terms and conditions, if any, set forth in Section 6 on the
first page hereof. If the Optionee's employment or involvement with the Company
is terminated for Cause (as defined below) or the Optionee voluntarily
terminates his or her employment or involvement with the Company without Good
Reason (as defined below), the Option hereby granted to the Optionee shall
terminate on the date of such termination of employment or involvement. If the
Optionee is terminated by the Company without Cause or terminates his or her
employment or involvement with the Company for Good Reason, the Option shall
terminate on the date of such termination of employment or involvement with
respect to the unvested portion thereof, and with respect to the vested portion
of the Option, on the day which is three months after such termination of
employment or involvement. If the Optionee is terminated by the Company due to
death or permanent disability (as determined under the Company's long-term
disability plan) of the Optionee, the Option shall terminate with respect to any
unvested portion thereof on the date of such termination of employment or
involvement, and with respect to the vested portion of the Option, on the 181st
day after the date of such termination of employment or involvement. If the
Optionee dies before this Option has been exercised in full, the personal
representative of the Optionee may exercise this Option prior to its expiration.
For purposes of this Section 9:
"Cause" shall mean (i) conduct involving dishonesty in the
performance of the Optionee's duties,(ii) an act or acts on
the Optionee's part constituting a felony under the laws of
the United States or any state thereof (iii) Optionee's
continued failure, whether willful, intentional or negligent,
after written notice to perform substantially his duties
hereunder (other than as a result of a disability), (iv) any
other willful act or omission on Optionee's part which is
materially injurious to the financial condition or business
reputation of the Company or any of its subsidiaries or (v)
violation of an employment agreement by the Optionee; and
"Good Reason" shall mean (i) any significant reduction by the
Company of the Optionee's duties or responsibilities,(ii)a
reduction in the Optionee's base salary; provided, however,
that in order for the Optionee to terminate his or her
employment or involvement with the Company for Good Reason,
the Optionee must give the Company written notice of the event
constituting Good Reason within 30 days following such event,
and the Company must not remedy the Good Reason within 30 days
of its receipt of the Optionee's notice or (iii) violation of
an employment agreement by the Company.
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10. Method of Exercise. To the extent that the right to purchase shares
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company substantially in the form attached hereto as
Exhibit A, stating the number of shares with respect to which this Option is
being exercised, and accompanied by payment in full of the option price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 10 of the Plan. Subject to the Plan and to Section 13
hereof, as soon as practicable after its receipt of such notice, the Company
shall, without transfer or issue tax to the Optionee (or other person entitled
to exercise this Option), deliver to the Optionee (or other person entitled to
receive the shares of the Stock issuable upon exercise of this Option), at the
principal executive offices of the Company or such other place as shall be
mutually acceptable, a certificate or certificates for such shares out of
theretofore authorized but unissued shares or reacquired shares of its Stock as
the Company may elect; provided, however, that the time of such delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable requirements of law. Payment
of the option price may be made in cash or cash equivalents in accordance with
the terms and conditions of Section 10 of the Plan. If the Optionee (or other
person entitled to exercise this Option) fails to pay for and accept delivery of
all of the shares specified in such notice upon tender of delivery thereof, his
or her right to exercise this Option with respect to such shares not paid for
may be terminated by the Company.
11. Forfeiture; Restrictions on Exercise. This Option may be subject to
forfeiture upon the occurrence of the events specified in Section 9 hereof or
restrictions on exercise upon the occurrence of events specified in Section 9 of
the Plan.
12. Nonassignability of Option Rights. This Option shall not be assignable
or transferable by the Optionee except by willor by the laws of descent and
distribution. During the life of the Optionee, this Option shall be exercisable
only by him or her.
13. Compliance with Securities Act. The Company shall not be obligated
to sell or issue any shares of Stock or other securities pursuant to the
exercise of this Option unless the shares of Stock or other securities with
respect to which this Option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and applicable state securities laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he or she will receive such shares or other
securities for investment and not with a view to their resale or distribution,
and will execute an appropriate investment letter satisfactory to the Company
and its counsel as a condition precedent to any exercise of this Option in whole
or in part.
14. Legends. The Optionee hereby acknowledges that the stock
certificate or certificates evidencing shares of the Stock or other securities
issued pursuant to any exercise of this Option will bear a legend setting forth
the restrictions on their transferability described in Section 13 hereof, in
Section 12 of the Plan, and under any applicable agreements between the Optionee
and the Company or any of its stockholders.
<PAGE>
15. Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any shares of the Stock or other securities covered
by this Option until the date of issuance of a certificate to him or her for
such shares or other securities. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.
16. Certain Agreements. The Optionee hereby agrees to and joins in as a
"Management Holder", and agrees to be bound as a "Management Holder" by the
terms and conditions of, the Stockholders Agreement, dated as of April 23, 1999,
among the Company and the other persons named therein. The Optionee hereby
further acknowledges and agrees that the Option and the shares of Stock issuable
upon exercise of the Option are and shall be subject to the terms and provisions
of said Stockholders Agreement, as the same may be amended or modified from time
to time in accordance with its terms.
17. Withholding Taxes. The Optionee hereby agrees, as a condition to
any exercise of this Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount") by remitting the
Withholding Amount to the Company in cash; provided, however, that to the extent
that the Withholding Amount is not provided by such method, the Company in its
sole and absolute discretion may refuse to issue such shares of Stock.
18. Termination or Amendment of Plan. The Board may in its sole and
absolute discretion at any time terminate or from time to time modify or amend
the Plan, but no such termination or amendment will adversely affect rights and
obligations under this Option without the consent of the Optionee.
19. Effect Upon Employment. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company to employ or retain in its
employ, or continue its involvement with, the Optionee.
20. General Provisions.
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(a) Amendment; Waivers. This Agreement, including the Plan,
contains the full and complete understanding and agreement of the parties hereto
as to the subject matter hereof and may not be modified or amended, nor may any
provision hereof be waived, except by a further written agreement duly signed by
each of the parties. The waiver by either of the parties hereto of any provision
hereof in any instance shall not operate as a waiver of any other provision
hereof or in any other instance.
<PAGE>
(b) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and, to the extent provided herein and
in the Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.
(c) Construction. This Agreement is to be construed in
accordance with the terms of the Plan. In case of any conflict between the Plan
and this Agreement, the Plan shall control. The titles of the sections of this
Agreement and of the Plan are included for convenience only and shall not be
construed as modifying or affecting their provisions. The masculine gender shall
include both sexes; the singular shall include the plural and the plural the
singular unless the context otherwise requires.
(d) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the applicable laws of the United
State of America and the law (other than the law governing conflict of law
questions) of the State of Delaware except to the extent the laws of any other
jurisdiction are mandatorily applicable.
(e) Notices. Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered in hand or sent by registered or certified mail, return receipt
requested, to the party addressed as follows, unless another address has been
substituted by notice so given:
To the Optionee: To his or her address as
listed on the books of the Company.
To the Company: RSA Holdings Corp. of Delaware
c/o American Safety Razor Company
240 Cedar Knolls Road
Cedar Knolls, NJ 07297
Attention: Lawrence Friedman, Esq.
Copy to: Alvin H. Brown
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
<PAGE>
RSA HOLDINGS CORP. OF DELAWARE
SCHEDULE I
Option Vesting Schedule
-----------------------
Subject to the provisions of Section 9 of the Option Agreement to which
this Option Vesting Schedule is attached:
A. For purposes hereof:
(1) "EBITDA" means consolidated earnings of the Company and
its subsidiaries, exclusive of passive pension income except for 1999,
before interest, taxes, depreciation and amortization and after
deduction of all operating expenses, subject to adjustment by the Board
for extraordinary and non-recurring items, all as calculated in
accordance with generally accepted accounting principles consistently
applied, and as reflected in the Company's most recently available
audited consolidated financial statements for the immediately preceding
fiscal year and certified by an officer of the Company.
(2) "Shares" means the number of shares of Stock set forth in
Section 3 of the Option Agreement to which this Option Vesting Schedule
is attached.
(3) "Target Period" means one of the fiscal years of the
Company set forth in Table A hereinbelow.
B. If the Company's EBITDA in any Target Period is equal to the Base
Target EBITDA for such period, the Option will vest and be exercisable with
respect to 10% of the Shares. If the Company's EBITDA in any Target Period is
equal to or greater than the Optimistic Target EBITDA for such period, the
Option will vest and be exercisable with respect to 20% of the Shares. If the
Company's EBITDA for any Target Period is between the Base Target and the
Optimistic Target EBITDA, then the percentage of the Shares with respect to
which the Option shall vest shall be determined according to a linear
extrapolation such that at the Base Target EBITDA the Option will vest for 10%
of the Shares and at the Optimistic Target EBITDA the Option will vest for 20%
of the Shares.
<PAGE>
3
C. Notwithstanding the foregoing, (1) if (a) the Company's EBITDA for
the 2003 Target Period is equal to or greater than the Base Target EBITDA for
such period, and (b) the Company's cumulative EBITDA for all five Target Periods
is equal to the cumulative Base Target EBITDA for such five-year period, then
the Option shall vest and be exercisable with respect 50% of the Shares(to the
extent not theretofore vested in accordance with this Schedule I); (2) if (a)
the Company's EBITDA for the 2003 Target Period is equal to or greater than the
Base Target EBITDA for such period, and (b) the Company's cumulative EBITDA for
all five Target Periods is equal to or greater than the cumulative Optimistic
Target EBITDA, then the Option shall vest and be exercisable with respect to
100% of the Shares (to the extent not theretofore vested in accordance with this
Schedule I); and (3) if (a) the Company's EBITDA for the 2003 Target Period is
equal to or greater than the base Target EBITDA for such period, and (b) the
Company's cumulative EBITDA for all five Target Periods is between the
cumulative Base Target EBITDA and the cumulative Optimistic Target, then the
percentage of the Shares with respect to which the Option shall vest shall be
determined according to a linear extrapolation such that at the cumulative Base
Target EBITDA the Option will vest for 50% of the Shares and at the cumulative
Optimistic Target EBITDA the option will vest for 100% of the Shares (to the
extent not theretofore vested in accordance with this with Schedule I).
D. Notwithstanding the foregoing, if there shall occur a Change of
Control (as defined in the Plan) prior to the end of Fiscal Year 5, then the
Option shall vest and be exercisable, effective immediately prior to such Change
in Control, with respect to a percentage of the Shares reserved (but for this
paragraph) for vesting in any Target Period ending after the occurrence of such
Change in Control equal to the quotient (expressed as a percentage) of (1) the
number of Shares with respect to which the Option shall have theretofore vested,
divided by (2) the maximum number of Shares with respect to which the Option
would have theretofore vested had the Company's EBITDA for each Target Period
ending prior to the occurrence of such Change in Control been equal to or
greater than the Optimistic Target EBITDA for the each such Target Period;
provided, however, that such percentage determined pursuant to this paragraph
shall be rounded down to the nearest tenth of a percent.
<PAGE>
E. Notwithstanding the foregoing, provided that (1) Optionee shall
continue to be an employee, director or consultant of the Company or a
subsidiary, and (2) the Company shall not have (a) merged or consolidated with
another corporation or other entity, whether or not the Company is the surviving
entity, or (b) liquidated or sold or otherwise disposed of all or substantially
all of its assets to another entity, or (c) been subject to a Change in Control
(as defined in the Plan), the unvested portion of the Option shall vest and be
exercisable, effective immediately nine (9) years from the date of the grant of
such Option.
F. Upon the Company's making an acquisition or disposition of any
material business or line of business, the EBITDA Targets set forth above for
Target Periods ending after the date of such transaction will be adjusted by the
Board of Directors of the Company to take into account the changes in EBITDA
expected as a result of such transaction.
<PAGE>
EXHIBIT A to
Stock Option Agreement
[FORM FOR EXERCISE OF STOCK OPTION]
RSA Holdings Corp. of Delaware
[Address as specified in Section 21(e)
of the Option Agreement]
RE: Exercise of Option under the RSA Holdings Corp. of
Delaware 1999 Stock Incentive Plan
----------------------------------
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the stock
option granted to___________ on ________ , by and to the extent of purchasing
________ shares of, Common Stock, par value $.01 per share, of RSA Holdings
Corp. of Delaware (the "Company") for the option price of $_________ per share,
subject to the terms and conditions of the Stock Option Agreement between
___________ and the Company dated as of ____________ , (the "Option Agreement").
The undersigned encloses herewith payment, in cash or in such
other property as is permitted under the Plan, of the purchase price for said
shares. The undersigned hereby agrees to provide the Company an amount
sufficient to satisfy the obligation of the Company to withhold certain taxes,
as provided in Section 17 of the Option Agreement.
The undersigned hereby specifically confirms to RSA Holdings
Corp. of Delaware that he or she is acquiring said shares for investment and not
with a view to their sale or distribution, and that said shares shall be held
subject to all of the terms and conditions of said Stock Option Agreement.
Very truly yours,
Date
-------------------------
(Signed by ___________________
or other party duly exercising option)
<PAGE>
3
RSA HOLDINGS CORP. OF DELAWARE
----------------------------
Non-Qualified Stock Option Agreement
Option Certificate: No.
----------------------------
Specific Terms of the Option
----------------------------
Subject to the terms and conditions hereinafter set forth and
the terms and conditions of the RSA Holdings Corp. of Delaware 1999 Stock
Incentive Plan (the "Plan"), RSA Holdings Corp. of Delaware, a Delaware
corporation (the "Company"), hereby grants the following option to purchase
shares of the Common Stock, par value $.01 per share (the "Stock"), of the
Company:
1. Name of Person to Whom the Option Is Granted (the
"Optionee"):_________________________________.
2. Date of Grant of Option: January 1, 2000.
3. An Option for ( ) Shares of the Stock.
--------------- ---
4. Option Exercise Price (per Share): $90.00.
5. Term of Option: Subject to Section 9 below, this Option expires at
5:00 p.m. Eastern Standard time on December 31, 2009.
<PAGE>
6. Exercise Schedule: Subject to the provisions of Section 9 below, this
Option shall vest and become exercisable with respect to the number of
shares of the Stock and upon the attainment of certain performance goals on
or prior to the end of certain performance periods, as shown on Schedule I
attached hereto and incorporated herein.
RSA HOLDINGS CORP. OF DELAWARE [Name of Optionee]
By:
---------------------------
Title: (Signature of Optionee)
------------------------
Date:
Optionee's Address:
<PAGE>
OTHER TERMS OF THE OPTION
-------------------------
WHEREAS, the Board of Directors (the "Board") has authorized
the grant of stock options upon certain terms and conditions set forth in the
Plan and herein; and
WHEREAS, the Compensation Committee (the "Committee") has
authorized the grant of this stock option pursuant and subject to the terms of
the Plan, a copy of which is available from the Company and is hereby
incorporated herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and the Optionee,
intending to be legally bound, covenant and agree as set forth on the first page
hereof and as follows:
7 Grant. Pursuant and subject to the Plan, the Company does hereby
grant to the Optionee a stock option (the "Option") to purchase from the Company
the number of shares of Stock set forth in Section 3 on the first page hereof
upon the terms and conditions set forth in the Plan and upon the additional
terms and conditions contained herein. This Option is a non-qualified stock
option and is not intended to qualify for special federal income tax treatment
as an "incentive stock option" pursuant to Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
8 Option Price. This Option may be exercised at the option price per
share of Stock set forth in Section 4 on the first page hereof, subject to
adjustment as provided herein and in the Plan.
<PAGE>
5
9 Term and Exercisability of Option. This Option shall expire on the
earliest of (a) the date determined pursuant to Section 5 on the first page
hereof, (b) the date determined pursuant to Section 8 of the Plan, and (c) the
date determined pursuant to this Section 9, and shall be exercisable prior to
such expiration in accordance with and subject to the terms and conditions set
forth herein and in the Plan (including but not limited to Section 9 of the
Plan) and those terms and conditions, if any, set forth in Section 6 on the
first page hereof. If the Optionee's employment or involvement with the Company
is terminated for Cause (as defined below) or the Optionee voluntarily
terminates his or her employment or involvement with the Company without Good
Reason (as defined below), the Option hereby granted to the Optionee shall
terminate on the date of such termination of employment or involvement. If the
Optionee is terminated by the Company without Cause or terminates his or her
employment or involvement with the Company for Good Reason, the Option shall
terminate on the date of such termination of employment or involvement with
respect to the unvested portion thereof, and with respect to the vested portion
of the Option, on the day which is three months after such termination of
employment or involvement. If the Optionee is terminated by the Company due to
death or permanent disability (as determined under the Company's long-term
disability plan) of the Optionee, the Option shall terminate with respect to any
unvested portion thereof on the date of such termination of employment or
involvement, and with respect to the vested portion of the Option, on the 181st
day after the date of such termination of employment or involvement. If the
Optionee dies before this Option has been exercised in full, the personal
representative of the Optionee may exercise this Option prior to its expiration.
For purposes of this Section 9:
"Cause" shall mean (i) conduct involving dishonesty in the
performance of the Optionee's duties,(ii) an act or acts on
the Optionee's part constituting a felony under the laws of
the United States or any state thereof (iii) Optionee's
continued failure, whether willful, intentional or negligent,
after written notice to perform substantially his duties
hereunder (other than as a result of a disability), (iv) any
other willful act or omission on Optionee's part which is
materially injurious to the financial condition or business
reputation of the Company or any of its subsidiaries or (v)
violation of an employment agreement by the Optionee; and
"Good Reason" shall mean (i) any significant reduction by the
Company of the Optionee's duties or responsibilities,(ii)a
reduction in the Optionee's base salary; provided, however,
that in order for the Optionee to terminate his or her
employment or involvement with the Company for Good Reason,
the Optionee must give the Company written notice of the event
constituting Good Reason within 30 days following such event,
and the Company must not remedy the Good Reason within 30 days
of its receipt of the Optionee's notice or (iii) violation of
an employment agreement by the Company.
<PAGE>
10 Method of Exercise. To the extent that the right to purchase shares
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company substantially in the form attached hereto as
Exhibit A, stating the number of shares with respect to which this Option is
being exercised, and accompanied by payment in full of the option price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 10 of the Plan. Subject to the Plan and to Section 13
hereof, as soon as practicable after its receipt of such notice, the Company
shall, without transfer or issue tax to the Optionee (or other person entitled
to exercise this Option), deliver to the Optionee (or other person entitled to
receive the shares of the Stock issuable upon exercise of this Option), at the
principal executive offices of the Company or such other place as shall be
mutually acceptable, a certificate or certificates for such shares out of
theretofore authorized but unissued shares or reacquired shares of its Stock as
the Company may elect; provided, however, that the time of such delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable requirements of law. Payment
of the option price may be made in cash or cash equivalents in accordance with
the terms and conditions of Section 10 of the Plan. If the Optionee (or other
person entitled to exercise this Option) fails to pay for and accept delivery of
all of the shares specified in such notice upon tender of delivery thereof, his
or her right to exercise this Option with respect to such shares not paid for
may be terminated by the Company.
11 Forfeiture; Restrictions on Exercise. This Option may be subject to
forfeiture upon the occurrence of the events specified in Section 9 hereof or
restrictions on exercise upon the occurrence of events specified in Section 9 of
the Plan.
12 Nonassignability of Option Rights. This Option shall not be
assignable or transferable by the Optionee except by will or by the laws of
descent and distribution. During the life of the Optionee, this Option shall be
exercisable only by him or her.
13 Compliance with Securities Act. The Company shall not be obligated
to sell or issue any shares of Stock or other securities pursuant to the
exercise of this Option unless the shares of Stock or other securities with
respect to which this Option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and applicable state securities laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he or she will receive such shares or other
securities for investment and not with a view to their resale or distribution,
and will execute an appropriate investment letter satisfactory to the Company
and its counsel as a condition precedent to any exercise of this Option in whole
or in part.
<PAGE>
14 Legends. The Optionee hereby acknowledges that the stock certificate
or certificates evidencing shares of the Stock or other securities issued
pursuant to any exercise of this Option will bear a legend setting forth the
restrictions on their transferability described in Section 13 hereof, in Section
12 of the Plan, and under any applicable agreements between the Optionee and the
Company or any of its stockholders.
15 Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any shares of the Stock or other securities covered
by this Option until the date of issuance of a certificate to him or her for
such shares or other securities. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.
16 Certain Agreements. The Optionee hereby agrees to and joins in as a
"Management Holder", and agrees to be bound as a "Management Holder" by the
terms and conditions of, the Stockholders Agreement, dated as of April 23, 1999,
among the Company and the other persons named therein. The Optionee hereby
further acknowledges and agrees that the Option and the shares of Stock issuable
upon exercise of the Option are and shall be subject to the terms and provisions
of said Stockholders Agreement, as the same may be amended or modified from time
to time in accordance with its terms.
17 Withholding Taxes. The Optionee hereby agrees, as a condition to any
exercise of this Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount") by remitting the
Withholding Amount to the Company in cash; provided, however, that to the extent
that the Withholding Amount is not provided by such method, the Company in its
sole and absolute discretion may refuse to issue such shares of Stock.
18 Termination or Amendment of Plan. The Board may in its sole and
absolute discretion at any time terminate or from time to time modify or amend
the Plan, but no such termination or amendment will adversely affect rights and
obligations under this Option without the consent of the Optionee.
19 Effect Upon Employment. Nothing in this Option or the Plan
shall be construed to impose any obligation upon the Company to employ or
retain in its employ, or continue its involvement with, the Optionee.
<PAGE>
20 General Provisions.
------------------
(a) Amendment; Waivers. This Agreement, including the Plan,
contains the full and complete understanding and agreement of the parties hereto
as to the subject matter hereof and may not be modified or amended, nor may any
provision hereof be waived, except by a further written agreement duly signed by
each of the parties. The waiver by either of the parties hereto of any provision
hereof in any instance shall not operate as a waiver of any other provision
hereof or in any other instance.
(b) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and, to the extent provided herein and
in the Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.
(c) Construction. This Agreement is to be construed in
accordance with the terms of the Plan. In case of any conflict between the Plan
and this Agreement, the Plan shall control. The titles of the sections of this
Agreement and of the Plan are included for convenience only and shall not be
construed as modifying or affecting their provisions. The masculine gender shall
include both sexes; the singular shall include the plural and the plural the
singular unless the context otherwise requires.
(d) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the applicable laws of the United
State of America and the law (other than the law governing conflict of law
questions) of the State of Delaware except to the extent the laws of any other
jurisdiction are mandatorily applicable.
(e) Notices. Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered in hand or sent by registered or certified mail, return receipt
requested, to the party addressed as follows, unless another address has been
substituted by notice so given:
To the Optionee: To his or her address as
listed on the books of the Company.
To the Company: RSA Holdings Corp. of Delaware
c/o American Safety Razor Company
240 Cedar Knolls Road
Cedar Knolls, NJ 07297
Attention: Lawrence Friedman, Esq.
Copy to: Alvin H. Brown
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
<PAGE>
RSA HOLDINGS CORP. OF DELAWARE
SCHEDULE I
Option Vesting Schedule
-----------------------
Subject to the provisions of Section 9 of the Option Agreement to which
this Option Vesting Schedule is attached:
A. For purposes hereof:
(1) "EBITDA" means consolidated earnings of the Company and
its subsidiaries, exclusive of passive pension income, before interest,
taxes, depreciation and amortization and after deduction of all
operating expenses, subject to adjustment by the Board for
extraordinary and non-recurring items, all as calculated in accordance
with generally accepted accounting principles consistently applied, and
as reflected in the Company's most recently available audited
consolidated financial statements for the immediately preceding fiscal
year and certified by an officer of the Company.
(2) "Shares" means the number of shares of Stock set forth in
Section 3 of the Option Agreement to which this Option Vesting Schedule
is attached.
(3) "Target Period" means one of the fiscal years of the
Company set forth in Table A hereinbelow.
B. If the Company's EBITDA in any Target Period is equal to the Base
Target EBITDA for such period, the Option will vest and be exercisable with
respect to 10% of the Shares. If the Company's EBITDA in any Target Period is
equal to or greater than the Optimistic Target EBITDA for such period, the
Option will vest and be exercisable with respect to 20% of the Shares. If the
Company's EBITDA for any Target Period is between the Base Target and the
Optimistic Target EBITDA, then the percentage of the Shares with respect to
which the Option shall vest shall be determined according to a linear
extrapolation such that at the Base Target EBITDA the Option will vest for 10%
of the Shares and at the Optimistic Target EBITDA the Option will vest for 20%
of the Shares.
<PAGE>
3
C. Notwithstanding the foregoing, (1) if (a) the Company's EBITDA for
the 2004 Target Period is equal to or greater than the Base Target EBITDA for
such period, and (b) the Company's cumulative EBITDA for all five Target Periods
is equal to the cumulative Base Target EBITDA for such five-year period, then
the Option shall vest and be exercisable with respect 50% of the Shares(to the
extent not theretofore vested in accordance with this Schedule I); (2) if (a)
the Company's EBITDA for the 2004 Target Period is equal to or greater than the
Base Target EBITDA for such period, and (b) the Company's cumulative EBITDA for
all five Target Periods is equal to or greater than the cumulative Optimistic
Target EBITDA, then the Option shall vest and be exercisable with respect to
100% of the Shares (to the extent not theretofore vested in accordance with this
Schedule I); and (3) if (a) the Company's EBITDA for the 2004 Target Period is
equal to or greater than the base Target EBITDA for such period, and (b) the
Company's cumulative EBITDA for all five Target Periods is between the
cumulative Base Target EBITDA and the cumulative Optimistic Target, then the
percentage of the Shares with respect to which the Option shall vest shall be
determined according to a linear extrapolation such that at the cumulative Base
Target EBITDA the Option will vest for 50% of the Shares and at the cumulative
Optimistic Target EBITDA the option will vest for 100% of the Shares (to the
extent not theretofore vested in accordance with this with Schedule I).
D. Notwithstanding the foregoing, if there shall occur a Change of
Control (as defined in the Plan) prior to the end of Fiscal Year 5, then the
Option shall vest and be exercisable, effective immediately prior to such Change
in Control, with respect to a percentage of the Shares reserved (but for this
paragraph) for vesting in any Target Period ending after the occurrence of such
Change in Control equal to the quotient (expressed as a percentage) of (1) the
number of Shares with respect to which the Option shall have theretofore vested,
divided by (2) the maximum number of Shares with respect to which the Option
would have theretofore vested had the Company's EBITDA for each Target Period
ending prior to the occurrence of such Change in Control been equal to or
greater than the Optimistic Target EBITDA for the each such Target Period;
provided, however, that such percentage determined pursuant to this paragraph
shall be rounded down to the nearest tenth of a percent.
<PAGE>
E. Notwithstanding the foregoing, provided that (1) Optionee shall
continue to be an employee, director or consultant of the Company or a
subsidiary, and (2) the Company shall not have (a) merged or consolidated with
another corporation or other entity, whether or not the Company is the surviving
entity, or (b) liquidated or sold or otherwise disposed of all or substantially
all of its assets to another entity, or (c) been subject to a Change in Control
(as defined in the Plan), the unvested portion of the Option shall vest and be
exercisable, effective immediately nine (9) years from the date of the grant of
such Option.
F. Upon the Company's making an acquisition or disposition of any
material business or line of business, the EBITDA Targets set forth above for
Target Periods ending after the date of such transaction will be adjusted by the
Board of Directors of the Company to take into account the changes in EBITDA
expected as a result of such transaction.
<PAGE>
EXHIBIT A to
Stock Option Agreement
[FORM FOR EXERCISE OF STOCK OPTION]
RSA Holdings Corp. of Delaware
[Address as specified in Section 21(e)
of the Option Agreement]
RE: Exercise of Option under the RSA Holdings Corp. of
Delaware 1999 Stock Incentive Plan
----------------------------------
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the stock
option granted to _____________ on _________ , by and to the extent of
purchasing _____________ shares of, Common Stock, par value $.01 per share, of
RSA Holdings Corp. of Delaware (the "Company") for the option price of
$_________ per share, subject to the terms and conditions of the Stock Option
Agreement between ______________ and the Company dated as of ____________ , (the
"Option Agreement").
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Plan, of the purchase price for said shares.
The undersigned hereby agrees to provide the Company an amount sufficient to
satisfy the obligation of the Company to withhold certain taxes, as provided in
Section 17 of the Option Agreement.
The undersigned hereby specifically confirms to RSA Holdings Corp. of
Delaware that he or she is acquiring said shares for investment and not with a
view to their sale or distribution, and that said shares shall be held subject
to all of the terms and conditions of said Stock Option Agreement.
Very truly yours,
Date
-------------------------
(Signed by ___________________________
or other party duly exercising option)
