As filed with the Securities and Exchange Commission on May 1, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2743168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 University Drive, Suite 320, Auburn Hills, Michigan 48326
(Address of principal executive offices) (zip code)
1995 Stock Option and Incentive Plan
1995 Stock Retainer Plan for Non-employee Directors
Nineteen Individual Stock Option Agreements
(Full title of the Plan)
LOUIS M. BALIUS, ESQ.
Vice President-Secretary and General Counsel
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(810)340-9090
Copies to:
D. RICHARD MCDONALD
Dykema Gossett PLLC
1577 North Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock, 907,500 $28.50 $25,863,750 $8,918.52
$1.00 par value
*Estimated solely for purposes of computing the Registration Fee, at $28.50 per share, the
average price for shares of the Common Stock on April 27, 1995, as reported on the American
Stock Exchange, pursuant to Rule 457(h).
</TABLE>
<PAGE>
PROSPECTUS
CHAMPION ENTERPRISES, INC.
Suite 320
2701 University Drive
Auburn Hills, Michigan 48326
(810)340-9090
22,500 Shares of Common Stock
$1 par value
The 22,500 shares of Common Stock of Champion Enterprises, Inc. (the
"Company" or "CEI") offered by this Prospectus are outstanding shares of
Common Stock or shares of Common Stock which may be issued upon the exercise
of outstanding stock options, which may be sold from time to time in the
market or in other transactions by certain selling shareholders of the
Company. See "Plan of Distribution" and "Selling Shareholders." The Company
will not receive any of the proceeds from these sales.
The Common Stock is traded on the American Stock Exchange. As of May 2,
1995, the Common Stock will be traded on the New York Stock Exchange and will
cease to trade on the American Stock Exchange. On April 27, 1995, the closing
sale price for the Common Stock as traded on the American Stock Exchange was
$28.875, as reported in The Wall Street Journal.
This offering is not underwritten
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representation must not be relied upon. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is May 1, 1995
<PAGE>
<PAGE>
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any documents are not
necessarily complete, and in such instance reference is made to the copy of
such documents filed as an exhibit to the Registration Statement or otherwise
filed with the Securities and Exchange Commission. Each such statement is
qualified in its entirety by such reference. This Registration Statement may
be inspected by anyone at the office of the Commission without charge, and
copies of all or any part of it may be obtained upon payment of the
Commission's charge for copying.
Champion Enterprises, Inc. is subject to the information requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may
be inspected and copied at the office of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, or at its Regional Offices located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
IL 60661-2511; and 75 Park Place, 14th Floor, New York, New York 10007; and
copies of such material can be obtained from the Public Reference Section of
the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company's Common Stock is traded principally on the American Stock
Exchange. As of May 2, 1995, the Common Stock will be traded on the New York
Stock Exchange and will cease to trade on the American Stock Exchange.
Reports, proxy statements and other information concerning the Company may be
inspected at the Exchange.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in Paragraph
(a) above, as follows: the Company's Current Reports on Form 8-K
dated January 6, 1995 and February 3, 1995 (as amended April 19,
1995).
(c) The description of the Common Stock of the Company contained in the
Registration Statement on Form 8-A, No. 1-9751 filed under the
Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this Prospectus shall
be deemed to be incorporated herein by reference and to be a part hereof from
the respective date of filing of each such document.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents). Requests should be directed to Louis M.
Balius, Vice President-Secretary and General Counsel, Champion Enterprises,
Inc., 2701 University Drive, Suite 320, Auburn Hills, Michigan 48326,
(810)340-9090.
PLAN OF DISTRIBUTION
The 22,500 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These shares have been or will be
issued to the Selling Shareholders pursuant to certain Nonqualified Stock
Option Agreements.
The shares offered by the Selling Shareholders may be sold from time to
time on the New York Stock Exchange or in the over-the-counter market or
shares may be offered in independent transactions, in negotiated transactions
or otherwise. In addition, the shares may be sold in transactions pursuant to
Rule 144 under the Securities Act of 1933, in which case any shares sold
pursuant to Rule 144 may be deemed to be restricted securities. The Selling
Shareholders may also sell some or all of the shares in transactions involving
broker-dealers who may acquire shares as principal. Sales will be in the
quantities, at the time, and through registered broker-dealers to be
determined from time to time by each Selling Shareholder. No arrangements for
any broker-dealer to act on behalf of the Selling Shareholders have yet been
made. It is anticipated that any selling broker-dealers engaged by the
Selling Shareholders will receive only their customary brokerage commissions.
Participating broker-dealers may be deemed underwriters of the shares within
the meaning of the Securities Act of 1933, in which event all such
compensation to be received by them may be deemed underwriting compensation.
Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder,
and any expenses incurred by any Selling Shareholder in connection with the
offering made hereby, will be borne by the Selling Shareholder. The Company
is bearing the legal and accounting expense incurred in the preparation and
filing of the Registration Statement of which this Prospectus is a part and
the filing fee thereunder.
SELLING SHAREHOLDERS
Certain information is provided below with respect to each of the Selling
Shareholders. The information includes the name and address of each Selling
Shareholder, present positions, offices and material relationships with the
Company and its subsidiaries and any during the past three years, the number
of shares of common stock of the Company beneficially owned, the number of
shares offered by this Prospectus and the percentage of the Class of Common
Stock to be owned by the Selling Shareholders after the offering.
<TABLE>
<CAPTION>
Shares of CEI Common Stock
Present Positions, Offices Percent
or Relationships with CEI Owned as of Offered of Class
and its Subsidiaries and Date of this by this After
Name and Address Any During the Past 3 Years Prospectus Prospectus Offering
<S> <C> <C> <C> <C>
Terrell R. Bridges (f1) President 4,000 4,000 *
Chandeleur Homes, Inc.
John J. McKone (f1) Vice President-Asst. Treasurer 4,000 4,000 *
and Asst. Secretary
Chandeleur Homes, Inc.
David M. Bridges (f1) District Salesman 1,000 1,000 *
Chandeleur Homes, Inc.
Samuel B. Bridges (f1) District Salesman 1,000 1,000 *
Chandeleur Homes, Inc.
Bruce Thompson (f1) District Salesman 500 500 *
Chandeleur Homes, Inc.
Sarah Clegg (f2) Assistant Secretary 1,000 1,000 *
Crest Ridge Homes, Inc.
Alan Robinson (f2) Vice President 1,000 1,000 *
Production
Crest Ridge Homes, Inc.
William Garrett (f2) Vice President 1,000 1,000 *
Purchasing and
Assistant Secretary
Crest Ridge Homes, Inc.
Garland Gandy (f2) Vice President Sales 1,000 1,000 *
and Assistant Secretary
Crest Ridge Homes, Inc.
John E. Drake (f2) President 3,000 3,000 *
Crest Ridge Homes, Inc.
Michael Barker (f3) President 5,000 5,000 *
Moduline International, Inc.
* Less than 1%
(f1) Address is 240 Benson Road, Boaz, Alabama 35957
(f2) Address is 1000 Industrial Boulevard, Breckenridge, Texas 76424
(f3) Address is P.O. Box 3000, Lacey, Washington 98503
</TABLE>
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1994,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett PLLC of Detroit, Michigan.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation by Reference.
The following documents filed by Champion Enterprises (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Current Reports on Form 8-K, dated January 6, 1995 and
February 3, 1995 (as amended April 19, 1995).
(c) Description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A under the Securities Exchange Act of 1934,
Number 1-9751.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the
termination of the offering of the common stock covered by this Registration
Statement shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of each such
document.
Item 4. Description of Securities.
The description of securities being offered is set forth in Item 3(c).
Item 5. Interests of Named Experts and Counsel.
LEGAL COUNSEL
The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett PLLC of Bloomfield Hills, Michigan.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company and its subsidiaries incorporated by reference in this
Registration Statement have been examined by Price Waterhouse LLP,
independent public
accountants, whose report thereon is contained in the Company's annual report
on Form 10-K for the fiscal year ended December 31, 1994, and has been
incorporated herein by reference in reliance upon such report of Price
Waterhouse LLP given upon their authority as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers.
Michigan Business Corporation Act
The Company is organized under the Michigan Business Corporation Act (the
"Michigan Act") which, in general, empowers Michigan corporations to indemnify
a person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal,
other than an action by or in the right of the corporation, by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another enterprise,
against expenses, including attorney's fees, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred in connection
therewith if the person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation or
its shareholders and, with respect to a criminal action or proceeding, if the
person had no reasonable cause to believe his or her conduct was unlawful.
The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with actions or suits by or in the right of the corporation if the
person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the interests of the corporation or its shareholders,
except in respect of any claim, issue or matter in which the person has been
found liable to the corporation, unless the court determines that the person
is fairly and reasonably entitled to indemnification in view of all relevant
circumstances, in which case indemnification is limited to reasonable expenses
incurred.
The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and
officers' liability insurance.
Bylaws of the Registrant
The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the
Michigan Act and provide that similar indemnification may be afforded
employees and agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
5 Opinion of Dykema Gossett PLLC with respect to the
legality of the Common Stock to be registered
hereunder.
10.1 1995 Stock Option and Incentive Plan.
10.2 1995 Stock Retainer Plan for Non-employee Directors.
10.3 Non-Qualified Stock Option Agreement, dated April 27,
1990, between the Registrant and Walter R. Young, Jr.,
filed as Exhibit 10.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 2, 1990
and incorporated herein by reference.
10.4 Non-Qualified Stock Option Agreements, dated April 18,
1994, between the Registrant and A. Jacqueline Dout,
filed as Exhibit 10.13 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference.
10.5 Nonqualified Stock Option Agreement, dated July 6,
1992, between the Registrant and James M. Gurch, filed
as Exhibit 10.13 to the Registrant's Annual Report on
Form 10-K for the year ended January 1, 1993, and
incorporated herein by reference.
10.6 Nonqualified Stock Option Agreements, dated April 14,
1995, between the Registrant and Thomas G. Parrish.
10.7 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and Brian J. Lapelle.
10.8 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and Duane L. Rheinheimer.
10.9 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and David E. Ganger.
10.10 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and William L. Wozniki.
10.11 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Terrell R. Bridges.
10.12 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and John J. McKone.
10.13 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and David M. Bridges.
10.14 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Samuel B. Bridges.
10.15 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Bruce Thompson.
10.16 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Sarah Clegg.
10.17 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Alan Robinson.
10.18 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and William Garrett.
10.19 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Garland Gandy.
10.20 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and John E. Drake.
10.21 Nonqualified Stock Option Agreement, dated January 20,
1995, between the Registrant and Michael Barker.
24.1 Consent of Price Waterhouse
24.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
25 Power of Attorney (see "Signatures")
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if this registration statement is on Form S-3
or Form S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) The undersigned registrant hereby undertakes to remove from
registration by means of a post effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Auburn Hills, State of Michigan on
May 1, 1995.
CHAMPION ENTERPRISES, INC.
By: /s/ WALTER R. YOUNG, JR.
Walter R. Young, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young, Jr., A. Jacqueline Dout and Louis M.
Balius and each of them acting alone, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 1, 1995.
Title
/s/ WALTER R. YOUNG, JR.
Walter R. Young, Jr. Chairman of the Board of Directors,
President and Chief Executive Officer
/s/ A. JACQUELINE DOUT
A. Jacqueline Dout Executive Vice President-Treasurer
and Chief Financial Officer
/s/ J. CRAIG WILES
J. Craig Wiles Assistant Treasurer and Controller
(Principal Accounting Officer)
/s/ ROBERT W. ANESTIS
Robert W. Anestis Director
/s/ SELWYN ISAKOW
Selwyn Isakow Director
/s/ GEORGE R. MRKONIC
George R. Mrkonic Director
/s/ JOHNSON S. SAVARY
Johnson S. Savary Director
/s/ CARL L. VALDISERRI
Carl L. Valdiserri Director
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
5 Opinion of Dykema Gossett PLLC with respect to the
legality of the Common Stock to be registered hereunder
10.1 1995 Stock Option and Incentive Plan.
10.2 1995 Stock Retainer Plan for Non-employee Directors.
10.3 Non-Qualified Stock Option Agreement, dated April 27,
1990, between the Registrant and Walter R. Young, Jr.,
filed as Exhibit 10.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended March 2, 1990
and incorporated herein by reference.
10.4 Non-Qualified Stock Option Agreements, dated April 18,
1994, between the Registrant and A. Jacqueline Dout,
filed as Exhibit 10.13 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference.
10.5 Nonqualified Stock Option Agreement, dated July 6,
1992, between the Registrant and James M. Gurch, filed
as Exhibit 10.13 to the Registrant's Annual Report on
Form 10-K for the year ended January 1, 1993, and
incorporated herein by reference.
10.6 Nonqualified Stock Option Agreements, dated April 14,
1995, between the Registrant and Thomas G. Parrish
Parrish.
10.7 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and Brian J. Lapelle.
10.8 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and Duane L. Rheinheimer.
10.9 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and David E. Ganger.
10.10 Nonqualified Stock Option Agreement, dated March 10,
1994, between the Registrant and William L. Wozniki.
10.11 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Terrell R. Bridges.
10.12 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and John J. McKone.
10.13 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and David M. Bridges.
10.14 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Samuel B. Bridges.
10.15 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Bruce Thompson.
10.16 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Sarah Clegg.
10.17 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Alan Robinson.
10.18 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and William Garrett.
10.19 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and Garland Gandy.
10.20 Nonqualified Stock Option Agreement, dated February 3,
1995, between the Registrant and John E. Drake.
10.21 Nonqualified Stock Option Agreement, dated January 20,
1995, between the Registrant and Michael Barker.
24.1 Consent of Price Waterhouse LLP
24.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
25 Power of Attorney (see "Signatures")
May 1, 1995
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Ladies and Gentlemen:
We have served as counsel to Champion Enterprises, Inc.
(the "Company") in connection with the preparation of the
Registration Statement (Form S-8) to be filed by the Company on
May 1, 1995 with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, representing the
issuance in the manner described in the Registration Statement
of 907,500 shares of the Company's Common Stock, par value $1.00
per share (the "Common Stock"), pursuant to the 1995 Stock
Option and Incentive Plan, the 1995 Stock Retainer Plan for
Non-employee Directors and various Nonqualified Stock Option
Agreements.
We have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such
corporate records, documents, certificates and other instruments
as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
Based upon such examination and our participation in the
preparation of the Registration Statement, it is our opinion
that (1) the Company is duly incorporated and validly existing
as a corporation in good standing under the laws of Michigan and
(2) the Common Stock, when issued in the manner described in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ D. RICHARD MCDONALD
D. Richard McDonald
(810)540-0859
CHAMPION ENTERPRISES, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
I. GENERAL PROVISIONS
1.1 Establishment. On November 29, 1994, the Board of
Directors ("Board") of Champion Enterprises, Inc.
("Corporation") adopted the Champion Enterprises, Inc. 1995
Stock Option and Incentive Plan ("Plan"), subject to the
approval of shareholders at the Corporation's Annual Meeting on
May 1, 1995.
1.2 Purpose. The purpose of the Plan is to promote
the best interests of the Corporation and its shareholders by
encouraging Employees of the Corporation and its Subsidiaries to
acquire an ownership interest in the Corporation through
Options, Stock Appreciation Rights, Restricted Stock,
Performance Share Awards and Annual Incentive Awards, thus
identifying their interests with those of shareholders. It is
the further purpose of the Plan to permit the granting of
Nonqualified Stock Options, Stock Appreciation Rights and Annual
Incentive Awards that will constitute performance based
compensation, as described in Section 162(m) of the Code, and
regulations promulgated thereunder.
1.3 Definitions. As used in this Plan, the following
terms have the meaning described below:
(a) "Agreement" means the written agreement that
sets forth the terms of a Participant's Option, Stock
Appreciation Right, Restricted Stock Grant, Performance Share
Award or Annual Incentive Award.
(b) "Annual Incentive Award" means an award that
is granted in accordance with Article VI of the Plan.
(c) "Board" means the Board of Directors of the
Corporation.
(d) "Change in Control" means the occurrence of
any of the following events: (i) the acquisition of ownership
by a person, firm or corporation, or a group acting in concert,
of fifty-one percent, or more, of the outstanding Common Stock
of the Corporation in a single transaction or a series of
related transactions within a one-year period; (ii) a sale of
all or substantially all of the assets of the Corporation to any
person, firm or corporation; or (iii) a merger or similar
transaction between the Corporation and another entity if
shareholders of the Corporation do not own a majority of the
voting stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
(e) "Code" means the Internal Revenue Code of
1986, as amended.
(f) "Committee" means the Compensation Committee
of the Corporation, which shall be comprised of two or more
members of the Board.
(g) "Common Stock" means shares of the
Corporation's authorized common stock.
(h) "Corporation" means Champion Enterprises,
Inc., a Michigan corporation.
(i) "Disability" means total and permanent
disability, as defined in Code Section 22(e).
(j) "Employee" means a key salaried employee of
the Corporation or Subsidiary, who has an "employment
relationship" with the Corporation or a Subsidiary, as defined
in Treasury Regulation 1.421-7(h), and the term "employment"
means employment with the Corporation, or a Subsidiary of the
Corporation.
(k) "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time and any successor
thereto.
(l) "Fair Market Value" means for purposes of
determining the value of Common Stock on the Grant Date, the
Stock Exchange closing price of the Corporation's Common Stock
as reported in The Wall Street Journal for the Grant Date. In
the event that there were no Common Stock transactions on such
date, the Fair Market Value shall be
determined as of the immediately preceding date on which there
were Common Stock transactions. Unless otherwise specified in
the Plan, "Fair Market Value" for purposes of determining the
value of Common Stock on the date of exercise means the Stock
Exchange closing price of the Corporation's Common Stock on the
last date preceding the exercise on which there were Common
Stock transactions, as reported in The Wall Street Journal.
(m) "Grant Date" means, except as provided by
the following sentence, the date on which the Committee
authorizes an individual Option, Stock Appreciation Right,
Restricted Stock grant, Performance Share Award or Annual
Incentive Award, or such later date as shall be designated by
the Committee.
(n) "Incentive Stock Option" means an Option
that is intended to meet the requirements of Section 422 of the
Code.
(o) "Nonqualified Stock Option" means an Option
that is not intended to constitute an Incentive Stock Option.
(p) "Option" means either an Incentive Stock
Option or a Nonqualified Stock Option.
(q) "Participant" means an Employee designated
by the Committee to participate in the Plan.
(r) "Performance Share Award" means a
performance share award that is granted in accordance with
Article V of the plan.
(s) "Plan" means the Champion Enterprises, Inc.
1995 Stock Option and Incentive Plan, the terms of which are set
forth herein, and amendments thereto.
(t) "Restriction Period" means the period of
time during which a Participant's Restricted Stock grant is
subject to restrictions and is nontransferable.
(u) "Restricted Stock" means Common Stock that
is subject to restrictions.
(v) "Retirement" means termination of
employment on or after the attainment of age 65.
(w) "Stock Appreciation Right" means the right
to receive a cash or Common Stock payment from the Corporation
upon the surrender of a tandem Option, in accordance with
Article III of the Plan.
(x) "Stock Exchange" means the New York Stock
Exchange or, if the Common Stock is not listed for trading on
the New York Stock Exchange, such other national securities
exchange on which the largest number of shares of Common Stock
have been traded in the aggregate during the last 20 days before
a Grant Date or date on which an Option is exercised, whichever
is applicable.
(y) "Subsidiary" means a corporation defined in
Code Section 424(f).
1.4 Administration.
(a) The Plan shall be administered by the
Committee. It is intended that the directors appointed to serve
on the Committee shall be "disinterested persons" (within the
meaning of Rule 16b-3 promulgated under the Exchange Act) and
"outside directors" (within the meaning of Code Section 162(m));
however, the mere fact that a Committee member shall fail to
qualify under either of these requirements shall not invalidate
any award made by the Committee if the award is otherwise
validly made under the Plan. The members of the Committee shall
be appointed by, and may be changed at any time and from time to
time, at the discretion of the Board.
(b) The Committee shall interpret the Plan,
prescribe, amend, and rescind rules and regulations relating to
the Plan, and make all other determinations necessary or
advisable for its administration. The decision of the Committee
on any question concerning the interpretation of the Plan or its
administration with respect to any Option, Stock Appreciation
Right, Restricted Stock grant, Performance Share Award or Annual
Incentive Award granted under the Plan shall be final and
binding upon all Participants. No member of the Committee shall
be liable for any action or determination made in good faith
with respect to the Plan or any grant or award hereunder.
1.5 Participants. Participants in the Plan shall be
such Employees (including Employees who are directors) of the
Corporation and its Subsidiaries as the Committee in its sole
discretion may select from time to time. The Committee may
grant Options, Stock Appreciation Rights, Restricted Stock,
Performance Share Awards and Annual Incentive Awards to an
individual upon the condition that the individual become an
Employee of the Corporation or of a Subsidiary, provided that
the Option, Stock Appreciation Right, Restricted Stock,
Performance Share Award or Annual Incentive Award shall be
deemed to be granted only on the date that the individual
becomes an Employee.
1.6 Stock. The Corporation has reserved 325,000
shares of the Corporation's Common Stock for issuance under the
Plan. Shares subject to any unexercised portion of a
terminated, cancelled or expired Option, Stock Appreciation
Right, Restricted Stock grant or Performance Share Award granted
hereunder, and pursuant to which a Participant never acquired
benefits of ownership, including payment of a stock dividend
(but excluding voting rights), may again be subjected to grants
and awards under the Plan, but shares surrendered pursuant to
the exercise of a Stock Appreciation Right are not available for
future grants and awards. All provisions in this Section 1.6
shall be adjusted, as applicable, in accordance with Article
VIII.
II. STOCK OPTIONS
2.1 Grant of Options. The Committee, at any time and
from time to time, subject to Section 9.7, may grant Options to
such Employees and for such number of shares of Common Stock as
it shall designate. Provided, however, that no Employee may be
granted Options and Stock Appreciation Rights during any one
fiscal year to purchase more than 100,000 shares of Common
Stock. Any Participant may hold more than one Option under the
Plan and any other Plan of the Corporation or Subsidiary. The
Committee shall determine the general terms and conditions of
exercise, including any applicable vesting requirements, which
shall be set forth in a Participant's Option Agreement. No
Option granted hereunder may be exercised after the tenth
anniversary of the Grant Date. The Committee may designate any
Option granted as either an Incentive Stock Option or a
Nonqualified Stock Option, or the Committee may designate a
portion of an Option as an Incentive Stock Option or a
Nonqualified Stock Option. At the discretion of the Committee,
an Option may be granted in tandem with a Stock Appreciation
Right. Nonqualified Stock Options are intended to satisfy the
requirements of Code Section 162(m) and the regulations
promulgated hereunder.
2.2 Incentive Stock Options. Any Option intended to
constitute an Incentive Stock Option shall comply with the
requirements of this Section 2.2 No Incentive Stock Option
shall be granted with an exercise price below its Fair Market
Value on the Grant Date or with an exercise term that extends
beyond 10 years from the Grant Date. An Incentive Stock Option
shall not be granted to any Participant who owns (within the
meaning of Code Section 424(d)) stock of the Corporation or any
Subsidiary possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation or a Subsidiary
unless, at the Grant Date, the exercise price for the Option is
at least 110% of the Fair Market Value of the shares subject to
the Option and the Option, by its terms, is not exercisable more
than 5 years after the Grant Date. The aggregate Fair Market
Value of the underlying Common Stock (determined at the Grant
Date) as to which Incentive Stock Options granted under the Plan
(including a plan of a Subsidiary) may first be exercised by a
Participant in any one calendar year shall not exceed $100,000.
To the extent that an Option intended to constitute an Incentive
Stock Option shall violate the foregoing $100,000 limitation (or
any other limitation set forth in Code Section 422), the portion
of the Option that exceeds the $100,000 limitation (or violates
any other Code Section 422 limitation) shall be deemed to
constitute a Nonqualified Stock Option.
2.3 Option Price. The Committee shall determine the
per share exercise price for each Option granted under the Plan.
The Committee, at its discretion, may grant Nonqualified Stock
Options with an exercise price below 100% of the Fair Market
Value of Common Stock on the Grant Date.
2.4 Payment for Option Shares.
(a) The purchase price for shares of Common
Stock to be acquired upon exercise of an Option granted
hereunder shall be paid in full in cash or by personal check,
bank draft or money order at the time of exercise; provided,
however, that in lieu of such form of payment a Participant may
pay such purchase price in whole or in part by tendering shares
of Common Stock, which are freely owned and held by the
Participant independent of any restrictions, hypothecations or
other encumbrances, duly endorsed for transfer (or with duly
executed stock powers attached), or in any combination of the
above. Shares of Common Stock surrendered upon exercise shall
be valued at the Stock Exchange closing price for the
Corporation's Common Stock on the day prior to exercise, as
reported in The Wall Street Journal, and the certificate(s) for
such shares, duly endorsed for transfer or accompanied by
appropriate stock powers, shall be surrendered to the
Corporation. Participants who are subject to short swing profit
restrictions under the Exchange Act and who exercise an Option
by tendering previously-acquired shares shall do so only in
accordance with the provisions of Rule 16b-3 of the Exchange
Act.
(b) At the discretion of the Committee, as set
forth in a Participant's Option Agreement, any Option granted
hereunder may be deemed exercised by delivery to the Corporation
of a properly executed exercise notice, acceptable to the
Corporation, together with irrevocable instructions to the
Participant's broker to deliver to the Corporation sufficient
cash to pay the exercise price and any applicable income and
employment withholding taxes, in accordance with a written
agreement between the Corporation and the brokerage firm
("cashless exercise procedure").
III. STOCK APPRECIATION RIGHTS
3.1 Grant of Stock Appreciation Rights. Stock
Appreciation Rights may be granted, held and exercised in such
form as set by the Committee on an individual basis. A Stock
Appreciation Right may be granted to a Participant with respect
to such number of shares of Common Stock of the Corporation as
the Committee may determine. The number of shares covered by
the Stock Appreciation Right shall not exceed the number of
shares of stock which the Participant could purchase upon the
exercise of the related Option. Stock Appreciation Rights are
intended to satisfy the requirements of Code Section 162(m) and
the regulations promulgated thereunder.
3.2 Exercise of Stock Appreciation Rights. A Stock
Appreciation Right shall be deemed exercised upon receipt by the
Corporation of written notice of exercise from the Participant.
Except as permitted under Rule 16b-3, notice of exercise of a
Stock Appreciation Right by a participant subject to the insider
trading restrictions of Section 16(b) of the Securities Exchange
Act of 1934, shall be limited to the period beginning on the
third day following the release of the Corporation's quarterly
or annual summary of earnings and ending on the 12th business
day after such release. The exercise term of each Stock
Appreciation Right shall be limited to 10 years from its Grant
Date or such earlier period as set by the related Option. A
Stock Appreciation Right shall be exercisable only at such times
and in such amounts as the related Option may be exercised. A
Stock Appreciation Right granted to a Participant subject to the
insider trading restrictions shall not be exercisable in whole
or part during the first six months of its term, unless the
Participant dies or becomes disabled during such six-month
period.
3.3 Stock Appreciation Right Entitlement.
(a) Upon exercise of a Stock Appreciation
Right, a Participant shall be entitled to payment from the
Corporation, in cash, shares, or partly in each (as determined
by the Committee in accordance with any applicable terms of the
Agreement), of an amount equal to the difference between--
(1) the Fair Market Value of the number of
shares subject to the Stock Appreciation Right on
the exercise date, and
(2) the Option price of the associated
Option multiplied by the number of shares
available under the Option.
(b) Notwithstanding paragraph (a) of this
Section, upon exercise of a Stock Appreciation Right the
Participant shall be required to surrender the associated
Option.
3.4 Maximum Stock Appreciation Right Amount Per
Share. The Committee may, at its sole discretion, establish (at
the time of grant) a maximum amount per share which shall be
payable upon the exercise of a Stock Appreciation Right,
expressed as a dollar amount or as a percentage or multiple of
the Option price of a related Option.
IV. RESTRICTED STOCK
4.1 Grant of Restricted Stock. Subject to the terms
and conditions of the Plan, the Committee, at any time and from
time to time, may grant shares of Restricted Stock under this
Plan to such Employees and in such amounts as it shall
determine.
4.2 Restricted Stock Agreement. Each grant of
Restricted Stock shall be evidenced by a Restricted Stock
Agreement that shall specify the terms of the restrictions,
including the restriction period, or periods, the number of
Restricted Stock shares subject to the grant, and such other
provisions, including performance goals, as the Committee shall
determine.
4.3 Transferability. Except as provided in this
Article IV of the Plan, the shares of Restricted Stock granted
hereunder may not be transferred, pledged, assigned, or
otherwise alienated or hypothecated until the termination of the
applicable Restriction Period or for such period of time as
shall be established by the Committee and as shall be specified
in the Restricted Stock Agreement, or upon the earlier
satisfaction of other conditions as specified by the Committee
in its sole discretion and as set forth in the Restricted Stock
Agreement. All rights with respect to the Restricted Stock
granted to an Employee shall be exercisable during a
Participant's lifetime only by the Participant or the
Participant's legal representative.
4.4 Other Restrictions. The Committee shall impose
such other restrictions on any shares of Restricted Stock
granted under the Plan as it may deem advisable including,
without limitation, restrictions under applicable Federal or
State securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such
restrictions.
4.5 Certificate Legend. In addition to any legends
placed on certificates pursuant to Sections 4.3 and 4.4, each
certificate representing shares of Restricted Stock shall bear
the following legend:
The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary,
involuntary or by operation of law, is subject to
certain restrictions on transfer set forth in the
Champion Enterprises, Inc. 1995 Stock Option and
Incentive Plan ("Plan"), rules and administrative
guidelines adopted pursuant to such Plan and a
Restricted Stock Agreement dated , .
A copy of the Plan, such rules and such Restricted
Stock Agreement may be obtained from the General
Counsel of Champion Enterprises, Inc.
4.7 Removal of Restrictions. Except as otherwise
provided in this Article IV of the Plan, and subject to
applicable federal and state securities laws, shares covered by
each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the
Restriction Period. Once the shares are released from the
restrictions, the Participant shall be entitled to have the
legend required by Section 4.5 of the Plan removed from the
applicable Common Stock certificate. Provided further, the
Committee shall have the discretion to waive the applicable
Restriction Period with respect to all or any part of a
Restricted Stock grant.
4.8 Voting Rights. During the Restriction Period,
Participants holding shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to the
Restricted Stock.
4.9 Dividends and Other Distributions. During the
Restriction Period, a Participant shall be entitled to receive
all dividends and other distributions paid with respect to
shares of Restricted Stock. If any dividends or distributions
are paid in shares of Common Stock during the Restriction
Period, the dividend or other distribution shares shall be
subject to the same restrictions on transferability as the
shares of Restricted Stock with respect to which they were paid.
V. PERFORMANCE SHARE AWARDS
5.1 Grant of Performance Share Awards. The
Committee, at its discretion, may grant Performance Share Awards
to Employees of the Corporation and its Subsidiaries and may
determine, on an individual or group basis, the performance
goals to be attained pursuant to each Performance Share Award.
5.2 Terms of Performance Share Awards. In general,
Performance Share Awards shall consist of rights to receive
cash, Common Stock or a combination of each, if designated
performance goals are achieved. The terms of a Participant's
Performance Share Award shall be set forth in his individual
Performance Share Agreement. Each Agreement shall specify the
performance goals applicable to a particular Employee or group
of Employees, the period over which the targeted goals are to be
attained, the payment schedule if the goals are attained, and
any other terms, conditions and restrictions applicable to an
individual Performance Share Award and not inconsistent with the
provisions of the Plan. The Committee, at its discretion, may
waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a
Performance Share Award.
VI. ANNUAL INCENTIVE AWARDS
6.1 Grant of Annual Incentive Awards.
(a) The Committee, at its discretion, may grant
Annual Incentive Awards to such Employees as it may designate
from time to time. Annual Incentive Awards shall be based upon
pre-established, objective performance goals that are intended
to satisfy the performance-based compensation requirements of
Code Section 162(m) and the regulations promulgated thereunder.
(b) The determination of Annual Incentive
Awards for a given year shall be based upon the attainment of
specified levels of Corporation or Subsidiary performance as
measured by any or all of the following: earnings (as measured
by net income, net income per share, operating income or
operating income per share), sales growth and market
capitalization.
(c) For each fiscal year of the Corporation,
the Committee shall (i) select those Employees who shall be
eligible to receive an Annual Incentive Award, (ii) determine
the performance period, which may be a one, two or three fiscal
year period, (iii) determine target levels of Corporation
performance, and (iv) determine the level of Annual Incentive
Award to be paid to each selected Employee upon the achievement
of each performance level as provided below. The target levels
shall consist of a threshold level and, in such instances as
determined by the Committee, first, second and third target
levels. The Committee shall make the foregoing determinations
prior to the commencement of services to which an Annual
Incentive Award relates (or within the permissible time-period
established under Code Section 162(m)) and while the outcome of
the performance goals and targets is uncertain.
(d) A Participant who is transferred, promoted
or hired into a position with the Corporation or a Subsidiary
during a fiscal year who replaces an Employee who was selected
to receive an Annual Incentive Award automatically shall receive
an Annual Incentive Award that is prorated, based on the
Participant's full months of employment in such position during
the fiscal year.
6.3 Attainment of Performance Targets.
(a) For each fiscal year, the Committee shall
certify, in writing: (i) the degree to which the Corporation has
attained the performance targets, and (ii) the amount of the
Annual Incentive Award to be paid to each selected Employee.
(b) Notwithstanding anything to the contrary
herein, the Committee may, in its discretion, reduce any Annual
Incentive Award based on such factors as may be determined by
the Committee, including, without limitation, a determination by
the Committee that such a reduction is appropriate: (i) in light
of pay practices of competitors; or (ii) in light of the
Corporation's, a Subsidiary's or a selected Employee's:
(1) performance relative to competitors;
and
(2) performance with respect to the
Corporation's strategic business goals.
6.4 Payment of Annual Incentive Awards. An Annual
Incentive Award shall be paid only if (i) shareholders approve
both the Plan and the preestablished formula determined by the
Committee; (ii) the Corporation achieves at least the threshold
performance level; and (iii) the Committee makes the
certification described in Section 6.3.
6.5 Annual Incentive Award Payment Forms.
(a) Annual Incentive Awards shall be paid in
cash and/or shares of Common Stock of the Corporation, at the
discretion of the Committee. Payments shall be made within 30
days following (i) a certification by the Committee that the
performance targets were attained, and (ii) a determination by
the Committee that the amount of an Annual Incentive Award shall
not be decreased in accordance with Section 6.3. The aggregate
maximum Annual Incentive Award that may be earned by any
Participant on behalf of any one fiscal year (calculated as of
the last day of the fiscal year for which the Annual Incentive
Award is earned) may not exceed the lesser of five times the
Participant's base salary for the fiscal year or $2,000,000.
(b) The amount of an Annual Incentive Award to
be paid upon the attainment of each targeted level of
performance shall equal a percentage of each Participant's base
salary for the fiscal year, as determined by the Committee.
VIII. TERMINATION OF EMPLOYMENT
7.1. Options and Stock Appreciation Rights.
(a) If, prior to the date that an Option or
Stock Appreciation Right first becomes exercisable, a
Participant's employment is terminated for any reason other than
a Change in Control, the Participant's right to exercise the
Option or Stock Appreciation Right shall terminate and all
rights thereunder shall cease.
(b) If, on or after the date that an Option or
Stock Appreciation Right first becomes exercisable, a
Participant's employment is terminated for any reason other than
death or Disability, the Participant shall have the right,
within the earlier of (i) the expiration of the Option or Stock
Appreciation Right, and (ii) three months after termination of
employment, to exercise the Option or Stock Appreciation Right
to the extent that it was exercisable and unexercised on the
date of the Participant's termination of employment, subject to
any other limitation on the exercise of the Option or Stock
Appreciation Right in effect on the date of exercise. The
Committee may designate in a Participant's Agreement that an
Option or Stock Appreciation Right shall terminate at an earlier
time than set forth above.
(c) If, on or after the date that an Option or
Stock Appreciation Right first becomes exercisable, a
Participant dies while an Option or Stock Appreciation Right is
still exercisable, the person or persons to whom the Option or
Stock Appreciation Right shall have been transferred by will or
by the laws of descent and distribution, shall have the right
within the exercise period specified in the Participant's
Agreement to exercise the Option or Stock Appreciation Right to
the extent that it was exercisable and unexercised on the
Participant's date of death, subject to any other limitation on
exercise in effect on the date of exercise. Provided, however,
that the beneficial tax treatment of an Incentive Stock Option
may be forfeited if the Option is exercised more than one year
after a Participant's date of death.
(d) If, on or after the date that an Option or
Stock Appreciation Right first becomes exercisable, a
Participant terminates employment due to Disability, the
Participant shall have the right, within the earlier of (i) the
expiration of the Option or Stock Appreciation Right, and (ii)
one year after termination of employment, to exercise the Option
or Stock Appreciation Right to the extent that it was
exercisable and unexercised on the date of the Participant's
termination of employment, subject to any other limitation on
the exercise of the Option or Stock Appreciation Right in effect
on the date of exercise. If the Participant dies after
termination of employment while the Option or Stock Appreciation
Right is still exercisable, the Option or Stock Appreciation
Right shall be exercisable in accordance with the terms of
Subsection (c), above.
(e) The Committee, at the time of a
Participant's termination of employment, may accelerate a
Participant's right to exercise an Option or extend the exercise
period of an Option or Stock Appreciation Right; provided,
however that the extension of the exercise period for an
Incentive Stock Option may cause such Option to forfeit its
preferential tax treatment.
(f) Shares subject to Options and Stock
Appreciation Rights that are not exercised in accordance with
the provisions of (a) through (f) above shall expire and be
forfeited by the Participant as of their expiration date and
shall become available for new grants and awards under the Plan
as of such date.
7.2 Restricted Stock. If a Participant terminates
employment for any reason other than a Change in Control, the
Participant's shares of Restricted Stock still subject to the
Restriction Period automatically shall expire and be forfeited
by the Participant and, subject to Section 1.6, shall be
available for new grants and awards under the Plan as of such
termination date; provided, however, that the Committee, in its
sole discretion, may waive the restrictions remaining on any or
all shares of Restricted Stock and add such new restrictions to
such shares of Restricted Stock as it deems appropriate.
7.3 Performance Shares. Performance Share Awards
shall expire and be forfeited by a Participant upon the
Participant's termination of employment for any reason other
than a Change in Control and such shares shall be available for
new grants and awards under the Plan as of such termination
date; provided, however, that the Committee, in its discretion,
may waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a
Performance Share Award.
7.4 Annual Incentive Awards.
(a) A Participant who has been granted an
Annual Incentive Award and terminates employment due to
Retirement, Disability or death prior to the end of the
Corporation's fiscal year shall be entitled to a prorated
payment of the Annual Incentive Award, based on the number of
full months of employment during the fiscal year. Any such
prorated Annual Incentive Award shall be paid at the same time
as regular Annual Incentive Awards or, in the event of the
Participant's death, to the beneficiary designated by the
Participant.
(b) A Participant who has been granted an
Annual Incentive Award and resigns or is terminated for any
reason (other than Retirement, Disability or death), before the
end of the Corporation's fiscal year for which the Annual
Incentive Award is to be paid, shall forfeit the right to an
Annual Incentive Award payment for that fiscal year.
7.5 Other Provisions. The transfer of an Employee
from one corporation to another among the Corporation and any of
its Subsidiaries, or a leave of absence under the leave policy
of the Corporation or any of its Subsidiaries shall not be a
termination of employment for purposes of the Plan.
VIII. ADJUSTMENTS AND CHANGE IN CONTROL
8.1 Adjustments.
(a) The total amount of Common Stock for which
Options, Stock Appreciation Rights, Restricted Stock,
Performance Share Awards and Annual Incentive Awards may be
issued under the Plan, and the number of shares subject to any
such grants or awards (both as to the number of shares of Common
Stock and the Option price), shall be adjusted pro rata for any
increase or decrease in the number of outstanding shares of
Common Stock resulting from payment of a stock dividend on
Common Stock, a subdivision or combination of shares of Common
Stock, or a reclassification of Common Stock.
(b) The foregoing adjustments shall be made by
the Committee. Any such adjustment shall provide for the
elimination of any fractional share which might otherwise become
subject to an Option, Stock Appreciation Right, Restricted Stock
grant, Performance Share Award or Annual Incentive Award.
8.2 Change in Control. Notwithstanding anything
contained herein to the contrary, upon a Change in Control, (i)
any outstanding Option or Stock Appreciation Right granted
hereunder immediately shall become exercisable in full,
regardless of any installment provision applicable to such
Option or Stock Appreciation Right; (ii) the remaining
Restriction Period on any Restricted Stock granted hereunder
immediately shall lapse and the shares shall become fully
transferable, subject to any applicable federal or state
securities laws; (iii) all performance goals and conditions
shall be deemed to have been satisfied and all restrictions
shall lapse on any outstanding Performance Share Awards, which
immediately shall become payable in full; and (iv) for purposes
of Annual Incentive Awards, the determination of whether the
performance targets have been achieved shall be made as of the
date of the Change in Control and payments due should become
immediately payable.
IX. MISCELLANEOUS
9.1 Partial Exercise/Fractional Shares. The
Committee may permit, and shall establish procedures for, the
partial exercise of Options and Stock Appreciation Rights
granted under the Plan. No fractional shares shall be issued in
connection with the exercise of a Stock Appreciation Right or
payment of a Performance Share Award or Annual Incentive Award;
instead, the Fair Market Value of the fractional shares shall be
paid in cash, or at the discretion of the Committee, the number
of shares shall be rounded down to the nearest whole number of
shares and any fractional shares shall be disregarded.
9.2 Rule 16b-3 Requirements. Notwithstanding any
other provision of the Plan, the Committee may impose such
conditions on the exercise of an Option or Stock Appreciation
Right (including, without limitation, the payment of the right
of the Committee to limit the time of exercise to specified
periods), or the grant of Restricted Stock or the payment of a
Performance Share Award or Annual Incentive Award, as may be
required to satisfy the requirements of Rule 16b-3 of the
Exchange Act.
9.3 Rights Prior to Issuance of Shares. No
Participant shall have any rights as a shareholder with respect
to shares covered by an Option, Stock Appreciation Right,
Restricted Stock grant, Performance Share Award or Annual
Incentive Award until the issuance of a stock certificate for
such shares. No adjustment shall be made for dividends or other
rights with respect to such shares for which the record date is
prior to the date the certificate is issued.
9.4 Non-Assignability. No Option, Stock Appreciation
Right, Restricted Stock grant, Performance Share Award or Annual
Incentive Award shall be transferable by a Participant except by
will or the laws of descent and distribution. During the
lifetime of a Participant, an Option or Stock Appreciation Right
shall be exercised only by the Participant. No transfer of an
Option, Stock Appreciation Right, Restricted Stock grant,
Performance Share Award or Annual Incentive Award by will or the
laws of descent and distribution shall be effective to bind the
Corporation unless the Corporation shall have been furnished
with written notice thereof and a copy of the will or such
evidence as the Corporation may deem necessary to establish the
validity of the transfer and the acceptance by the transferee of
the terms and conditions of the Option, Stock Appreciation
Right, Restricted Stock grant, Performance Share Award or Annual
Incentive Award.
9.5. Securities Laws.
(a) Anything to the contrary herein
notwithstanding, the Corporation's obligation to sell and
deliver Common Stock pursuant to the exercise of an Option or
Stock Appreciation Right or deliver Common Stock pursuant to a
Restricted Stock grant, Performance Share Award or Annual
Incentive Award is subject to such compliance with federal and
state laws, rules and regulations applying to the authorization,
issuance or sale of securities as the Corporation deems
necessary or advisable. The Corporation shall not be required
to sell and deliver or issue Common Stock unless and until it
receives satisfactory assurance that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933 or the Securities Exchange Act of 1934,
or the rules and regulations of the Securities Exchange
Commission promulgated thereunder or those of the Stock Exchange
or any stock exchange on which the Common Stock may be listed,
the provisions of any state laws governing the sale of
securities, or that there has been compliance with the
provisions of such acts, rules, regulations and laws.
(b) The Committee may impose such restrictions
on any shares of Common Stock acquired pursuant to the exercise
of an Option or Stock Appreciation Right or the grant of
Restricted Stock or the payment of a Performance Share Award or
Annual Incentive Award under the Plan as it may deem advisable,
including, without limitation, restrictions (i) under applicable
federal securities laws, (ii) under the requirements of the
Stock Exchange or any stock exchange or other recognized trading
market upon which such shares of Common Stock are then listed or
traded, and (iii) under any blue sky or state securities laws
applicable to such shares. No shares shall be issued until
counsel for the Corporation has determined that the Corporation
has complied with all requirements under appropriate securities
laws.
9.6 Withholding Taxes.
(a) The Corporation shall have the right to
withhold from a Participant's compensation or require a
Participant to remit sufficient funds to satisfy applicable
withholding for income and employment taxes upon the exercise of
an Option or Stock Appreciation Right or the lapse of the
Restriction Period on a Restricted Stock grant or the payment of
a Performance Share Award or Annual Incentive Award. A
Participant may make a written election to tender
previously-acquired shares of Common Stock or have shares of
stock withheld from the exercise, provided that the shares have
an aggregate Fair Market Value sufficient to satisfy in whole or
in part the applicable withholding taxes. The cashless exercise
procedure of Section 2.4 may be utilized to satisfy the
withholding requirements related to the exercise of an Option.
At no point shall the Corporation withhold from the exercise an
Option more shares than are necessary to meet the established
tax withholding requirements of federal, state and local
obligations.
(b) Except as permitted under Rule 16b-3 of the
Exchange Act, a Participant subject to the insider trading
restrictions of Section 16(b) of the Exchange Act may use Common
Stock to satisfy the applicable withholding requirements only if
notice of election to exercise is given to the Committee within
the 10-day "window periods" set forth in Rule 16b-3, or such
election is made at least six months prior to the date on which
the exercise of the Option or Stock Appreciation Right, or the
receipt of the Restricted Stock grant, Performance Share Award
or Annual Incentive Award becomes taxable. Any election by a
Participant to utilize Common Stock for withholding purposes is
subject to the discretion of the Committee.
9.7 Termination and Amendment.
(a) The Board may terminate the Plan, or the
granting of Options, Stock Appreciation Rights, Restricted
Stock, Performance Share Awards or Annual Incentive Awards under
the Plan, at any time. No new grants or awards shall be made
under the Plan after November 28, 2004.
(b) The Board may amend or modify the Plan at
any time and from time to time, but no amendment or
modification, without the approval of the shareholders of the
Corporation, shall (i) materially increase the benefits accruing
to Participants under the Plan; (ii) increase the amount of
Common Stock for which grants and awards may be made under the
Plan, except as permitted under Sections 1.6 and 8.1; or (iii)
change the provisions relating to the eligibility of individuals
to whom grants and awards may be made under the Plan.
(c) No amendment, modification, or termination
of the Plan shall in any manner affect any Option, Stock
Appreciation Right, Restricted Stock Grant, Performance Share
Award or Annual Incentive Award granted under the Plan without
the consent of the Participant holding the Option, Stock
Appreciation Right, Restricted Stock Grant, Performance Share
Award or Annual Incentive Award.
9.8 Effect on Employment. Neither the adoption of
the Plan nor the granting of any Option, Stock Appreciation
Right, Restricted Stock, Performance Share Award or Annual
Incentive Award pursuant to the Plan shall be deemed to create
any right in any individual to be retained or continued in the
employment of the Corporation or a Subsidiary.
9.9 Use of Proceeds. The proceeds received from the
sale of Common Stock pursuant to the Plan will be used for
general corporate purposes of the Corporation.
9.10 Approval of Plan. The Plan shall be subject to
the approval of the holders of at least a majority of the Common
Stock of the Corporation present and entitled to vote at a
meeting of shareholders of the Corporation held within 12 months
after adoption of the Plan by the Board. No Option, Stock
Appreciation Right, Restricted Stock grant, Performance Share
Award or Annual Incentive Award granted under the Plan may be
exercised in whole or in part unless the Plan has been approved
by the shareholders as provided herein. If not approved by
shareholders within 12 months after approval by the Board, the
Plan and any Options, Stock Appreciation Rights, Restricted
Stock, Performance Share Awards and Annual Incentive Awards
granted under the Plan shall be rescinded.
IN WITNESS WHEREOF, this 1995 Stock Option and
Incentive Plan has been executed on behalf of the Corporation on
this the day of , 1995.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young, Jr.
Chairman of the Board of Directors,
President and Chief Executive
Officer
BOARD APPROVAL: 11/29/94
SHAREHOLDER APPROVAL: 5/1/95
CHAMPION ENTERPRISES, INC.
1995 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS
I. GENERAL PROVISIONS
1.1 Establishment. On November 29, 1994, the Board of
Directors ("Board") of Champion Enterprises, Inc.
("Corporation") adopted the Champion Enterprises, Inc. 1995
Stock Retainer Plan for Nonemployee Directors ("Plan"), subject
to the approval of shareholders at the Corporation's Annual
Meeting on May 1, 1995.
1.2 Purpose. The purpose of the Plan is to promote
the best interests of the Corporation and its shareholders by
encouraging Nonemployee Directors of the Corporation to acquire
an ownership interest in the Corporation, thus identifying their
interests with those of shareholders.
1.3 Definitions. As used in this Plan, the following
terms have the meaning described below:
(a) "Board" means the Board of Directors of the
Corporation.
(b) "Code" means the Internal Revenue Code of
1986, as amended.
(c) "Common Stock" means shares of the
Corporation's authorized common stock.
(d) "Corporation" means Champion Enterprises,
Inc., a Michigan corporation.
(e) "Nonemployee Director" means an individual
who has been elected or appointed to serve as a Director of the
Corporation and is not an employee of the Corporation or a
Subsidiary.
(f) "Plan" means the Champion Enterprises, Inc.
1995 Stock Retainer Plan for Nonemployee Directors, the terms of
which are set forth herein, and amendments thereto.
(g) Rule 16b-3: means Rule 16b-3 of the
Securities and Exchange Commission (or any successor provision
in effect at the applicable time).
(h) Stock Retainer: means the payment of Common
Stock as the annual retainer for service as a Nonemployee
Director.
(i) "Subsidiary" means a corporation defined in
Code Section 424(f).
1.4 Eligibility and Participation. All Nonemployee
Directors are eligible to participate in the Plan and each such
Director shall participate as described in Article 2.
1.5 Stock.
(a) Subject to the provisions of paragraph (c) of
this Section 1.5 and the provisions of Section 3.1, no more than
50,000 shares of Common Stock may be issued pursuant to Stock
Retainers under the Plan.
(b) Authorized but unissued shares of Common
Stock and issued shares of Common Stock held by the Corporation
or a Subsidiary, whether acquired specifically for use under
this Plan or otherwise, may be used for purposes of the Plan.
(c) If any shares of Common Stock issued pursuant
to a Stock Retainer shall, after issuance, be reacquired by the
Corporation for any reason, such shares shall no longer be
charged against the limitation provided for in paragraph (a) of
this Section 1.5 and may again be issued pursuant to Stock
Retainers.
II. TERMS OF STOCK RETAINERS
2.1 Stock Retainers. Stock Retainers shall be subject
to the following provisions:
(a) Except as provided in paragraph (b) of this
Section 2.1, effective as of May 1, 1995, and on each Annual
Meeting date through the year 2000, each individual elected as a
Nonemployee Director on an Annual Meeting date shall be paid a
Stock Retainer consisting of 1,200 shares of Common Stock for
his or her services as a Nonemployee Director until the next
Annual Meeting of Shareholders. Any Nonemployee Director who
serves as the chairperson of a Board Committee during such year
shall receive an additional 100 shares of Common Stock.
(b) Any new Nonemployee Director who is appointed
by the Board to fill a vacancy on the Board prior to an Annual
Meeting of Shareholders shall receive a Stock Retainer
consisting of a pro-rated number of shares for such interim
term.
(c) Once a certificate for shares is issued to a
Nonemployee Director pursuant to a Stock Retainer, such shares
shall not be forfeited upon the Nonemployee Director's
termination of services on the Board regardless of the reason
for such termination.
III. MISCELLANEOUS
3.1 Adjustment Provisions.
(a) The total amount of Common Stock reserved
under the Plan for Retainers shall be adjusted pro rata for any
increase or decrease in the number of outstanding shares of
Common Stock resulting from payment of a stock dividend on
Common Stock, a subdivision or combination of shares of Common
Stock, or a reclassification of Common Stock.
(b) The foregoing adjustments shall provide for
the elimination of any fractional share.
3.2 Plan Effective Date, Termination and Amendment.
(a) The Plan shall be effective upon approval of
the shareholders at the Corporation's Annual Meeting on May 1,
1995. No Stock Retainers shall be paid under this Plan with
respect to any period beginning after the annual meeting date in
the year 2000.
(b) The Plan may be amended or terminated by the
Board of Directors at any time upon the recommendation of the
Corporation's Compensation Committee; provided, however, that
(i) no amendment shall become effective without the approval of
shareholders to the extent that such approval is required under
Rule 16b-3; and (ii) neither the Retainer Amount nor any other
provision of the Plan that affects the number of shares of
Common Stock subject to a Stock Retainer or the frequency with
which Stock Retainers are paid, may be amended or otherwise
modified more than once every six months, except as may be
required to comply with the Code or Rule 16b-3, as they may be
amended from time to time.
3.3 General Provisions.
(a) Nothing in this Plan or in any instrument
executed pursuant hereto shall confer upon any individual the
right to continue to serve as a Nonemployee Director of the
Corporation.
(b) No shares of Common Stock shall be issued
pursuant to a Stock Retainer unless and until all legal
requirements applicable to the issuance of such shares have, in
the opinion of counsel to the Corporation, been complied with.
In connection with any such issuance, the person acquiring the
shares shall, if requested by the Corporation, give assurances,
satisfactory to the Corporation, in respect of such matters as
the Corporation or a Subsidiary may deem desirable to assure
compliance with all applicable legal requirements.
(c) No person (individually or as a member of a
group), and no beneficiary or other person claiming under or
through him, shall have any right, title or interest in or to
any shares of Common Stock allocated or reserved for the
purposes of this Plan or subject to any Stock Retainer except as
to such shares of Common Stock, if any, as shall have been
issued to him.
(d) Nothing in this Plan is intended to be a
substitute for, or shall preclude or limit the establishment or
continuation of, any other plan, practice or arrangement for the
payment of compensation or benefits to Nonemployee Directors
that the Corporation now has or may hereafter put into effect.
IN WITNESS WHEREOF, this Champion Enterprises, Inc. 1995
Stock Retainer Plan for Nonemployee Directors has been executed
on behalf of the Corporation on this the day of
, 1995.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young, Jr.
Chairman of the Board of
Directors, President and
Chief Executive Officer
BOARD APPROVAL: 11/29/94
SHAREHOLDER APPROVAL: 5/1/95
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT made this 14th day of
April, 1995, by and between Champion Enterprises, Inc., a
Michigan corporation (the "Company") and Thomas G. Parrish (the
"Optionee").
WITNESSETH:
WHEREAS, the Optionee and the Company have agreed that
the Optionee is to be employed as President of Champion Home
Builders Co., a subsidiary of the Company and because the
Company desires to (i) encourage stock ownership in the Company
by the Optionee, (ii) provide additional incentive to the
Optionee as a key employee of the Company or a subsidiary, and
(iii) encourage the Optionee to remain in the employment of the
Company, or any subsidiary of the Company, the Company has
determined to grant a nonqualified stock option to the Optionee,
conditioned on his commencement of employment with the Company
and acceptance of the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with Champion Home Builders Co., the Company hereby
grants to the Optionee the right and option to purchase from the
Company up to, but not exceeding in the aggregate, 50,000 shares
of the Company's Common Stock, par value $1.00, at a price of
$36.75 per share (equal to the closing price of the Company's
Common Stock on the American Stock Exchange on the date of the
Optionee's acceptance of employment, as reported in The Wall
Street Journal). This option is not intended to meet the
requirements of an "incentive stock option" under Section 422 of
the Internal Revenue Code (the "Code").
2. Right to Exercise Option. The Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, 20% of the shares covered by this option, and
on each succeeding one year anniversary thereof may exercise an
additional 20% of the shares covered by the option, so that on
the fifth anniversary of the date of grant this option shall be
fully exercisable. To the extent not exercised, installments
shall accumulate and the Optionee may exercise them in whole or
in part in any subsequent period. Any portion of the option
that is outstanding and not fully exercisable immediately shall
become exercisable in full in the event of a "sale or merger" as
defined in Section 3. Any provision of this Agreement
notwithstanding, no portion of this option shall be exercisable
on or after the tenth anniversary of the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent of subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in Section
424(e) of the Code, the term "subsidiary" of the Company means
any "subsidiary corporation" as defined in Section 424(b) of the
Code, the term "employment" means employment with the Company or
any parent or subsidiary of the Company, and the term "sale or
merger" means the occurrence of any of the following events:
(i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, money order or previously-acquired
shares of the Company's Common Stock (subject to the following
restrictions) for an amount equal to the purchase price of the
shares then to be purchased. Provided, however, that an Option
may be exercised with the tender of previously-acquired shares
only if such transaction shall not cause a violation under the
short swing profit provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and only if such shares are
freely held by the Optionee independent of any restrictions,
hypothecations or other encumbrances, duly endorsed for transfer
(or with duly executed stock powers attached). Shares
surrendered upon exercise shall be valued at the New York Stock
Exchange closing price for the Company's Common Stock on the day
prior to exercise, as reported in The Wall Street Journal, and
the certificate(s) for such shares shall be surrendered to the
Company at the time of exercise. After receipt of the foregoing
and subject to Sections 5 and 6 below, the Company shall issue
the shares in the name of the Optionee and deliver the
certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or the rules and regulations of the
Securities Exchange Commission promulgated thereunder, or the
rules and regulations of any stock exchange on which the
Company's securities are traded, or state law governing the sale
of securities, or that there has been compliance with the
provisions of such acts, rules, regulations and state laws. If
the Optionee fails to accept delivery and pay for all or any
part of the number of shares specified by such notice upon
tender of delivery thereof the Optionee's right to exercise this
option with respect to such undelivered shares may be terminated
by the Company.
6. Restrictive Legend. The stock certificate(s)
issued upon the Optionee's exercise of this option shall include
the following legend: The securities represented by this
document have been acquired for investment and not with a view
to, or in connection with, the sale or distribution thereof. No
such sale or disposition of these securities may be effected
without an effective registration statement related thereto, an
opinion of counsel satisfactory to the Company that such
registration is not required under the Securities Act of 1933
and applicable state securities law, or a written advice from
the Securities and Exchange Commission and applicable state
securities agencies, or a member of the staff thereof, that
"no-action" would be recommended if the proposed transfer were
to be made without the filing of a registration statement (or
any combination of the foregoing).
7. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
8. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
9. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
10. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
11. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
12. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive,, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
13. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 7 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
14. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES, INC.
By:
Chairman of the Board
Thomas G. Parrish, Optionee
<PAGE>
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises, Inc.
2701 University Drive
Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated April 14, 1995, a nonqualified stock option
was granted to me to purchase 50,000 shares of Champion
Enterprises, Inc. Common Stock, par value $1.00 per share, at a
price of $36.75 per share.
I hereby elect to exercise my nonqualified stock option
with respect to shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent that the shares of Common Stock that I am
purchasing are being purchased for investment purposes and not
with a view to resale. I further represent that I shall comply
with the requirements of Rule 144 of the Securities Exchange Act
of 1934, as amended.
Thomas G. Parrish
Dated: , 19
<PAGE>
<PAGE>
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT made this 14th day of
April, 1995, by and between Champion Enterprises, Inc., a
Michigan corporation (the "Company") and Thomas G. Parrish (the
"Optionee").
WITNESSETH:
WHEREAS, the Optionee and the Company have agreed that
the Optionee is to be employed as President of Champion Home
Builders Co., a subsidiary of the Company and, as an inducement
for the Optionee to enter into employment and because the
Company desires to (i) encourage stock ownership in the Company
by the Optionee, (ii) provide additional incentive to the
Optionee as a key employee of the Company or a subsidiary of the
Company, and (iii) encourage the Optionee to remain in the
employment of the Company, or any subsidiary of the Company, the
Company has determined to grant a nonqualified stock option to
the Optionee, conditioned on his commencement of employment with
Champion Home Builders Co. and acceptance of the terms set forth
below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant and Right to Exercise Option. Subject to
the terms and conditions hereof, including the Optionee's
commencement of employment with Champion Home Builders Co., the
Company hereby grants to the Optionee the right and option to
purchase from the Company up to, but not exceeding in the
aggregate, 5,000 shares of the Company's Common Stock, par value
$1.00, at a price of $14.70 per share (equal to 40% of the
closing price of the Company's Common Stock on the American
Stock Exchange on the date of Optionee's acceptance of
employment, as reported in The Wall Street Journal); provided,
however, that the grant of such option is subject to the
purchase by Optionee from the Company of an initial 5,000 shares
of such Common Stock at a price of $14.70 per share (the
"Initial Purchase") and to full payment of such purchase price
not later than June 13, 1995. This option is not intended to
meet the requirements of an "incentive stock option" under
Section 422 of the Internal Revenue Code (the "Code").
2. Right to Exercise Option. In the event the
Initial Purchase has been completed, the Optionee may purchase
all, but not part, of the 5,000 shares covered by this option,
on or before June 13, 1995. If the option is not exercised in
full on or before June 13, 1995, the Optionee's right to
exercise the option, subject to the Optionee's termination by
the Company for any reason except death, disability (as defined
in Section 22(e) of the Code), or in connection with a "sale or
merger" as described in Section 3, shall lapse until April 14,
1996, at which time the option again shall become exercisable in
full. After the Initial Purchase, any remaining portion of
the option that is outstanding and not fully exercisable
immediately shall become exercisable in full in the event of a
"sale or merger" as described in Section 3. Any provision of
this Agreement notwithstanding, no portion of this option shall
be exercisable on or after the tenth anniversary of the date of
grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent of subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in Section
424(e) of the Code, the term "subsidiary" of the Company means
any "subsidiary corporation" as defined in Section 424(b) of the
Code, the term "employment" means employment with the Company or
any parent or subsidiary of the Company, and the term "sale or
merger" means the occurrence of any of the following events:
(i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with the requirements
of Rule 144 of the Securities Exchange Act of 1934, as amended;
and (b) cash, personal check, bank draft, money order, or
previously-acquired shares of the Company's Common Stock
(subject to the following restrictions) for an amount equal to
the purchase price of the shares then to be purchased.
Provided, however, that an Option may be exercised with the
tender of previously-acquired shares only if such transaction
shall not cause a violation under the short swing profit
provisions of Section 16(b) of the Securities Exchange Act of
1934, as amended, and only if such shares are freely held by the
Optionee independent of any restrictions, hypothecations or
other encumbrances, duly endorsed for transfer (or with duly
executed stock powers attached). Shares surrendered upon
exercise shall be valued at the New York Stock Exchange closing
price for the Company's Common Stock on the day prior to
exercise, as reported in The Wall Street Journal, and the
certificate(s) for such shares shall be surrendered to the
Company at the time of exercise. After receipt of the foregoing
and subject to Sections 5 and 6 below, the Company shall issue
the shares in the name of the Optionee and deliver the
certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or the rules and regulations of the
Securities Exchange Commission promulgated thereunder, or the
rules and regulations of any stock exchange on which the
Company's securities are traded, or state law governing the sale
of securities, or that there has been compliance with the
provisions of such acts, rules, regulations and state laws. If
the Optionee fails to accept delivery and pay for all or any
part of the number of shares specified by such notice upon
tender of delivery thereof the Optionee's right to exercise this
option with respect to such undelivered shares may be terminated
by the Company.
6. Restrictive Legend. The stock certificate(s) to
be issued upon the Optionee's exercise of this option shall
include the following legend: The securities represented by
this document have been acquired for investment and not with a
view to, or in connection with, the sale or distribution
thereof. No such sale or disposition of these securities may be
effected without an effective registration statement related
thereto, an opinion of counsel satisfactory to the Company that
such registration is not required under the Securities Act of
1933 and applicable state securities law, or a written advice
from the Securities and Exchange Commission and applicable state
securities agencies, or a member of the staff thereof, that
"no-action" would be recommended if the proposed transfer were
to be made without the filing of a registration statement (or
any combination of the foregoing).
7. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
8. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
9. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
10. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
11. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
12. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive,, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
13. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 7 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
14. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES, INC.
By:
Chairman of the Board
Thomas G. Parrish, Optionee
<PAGE>
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises, Inc.
2701 University Drive
Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated April 14, 1995, I am entitled to purchase
5,000 shares of Champion Enterprises, Inc. Common Stock, par
value $1.00 per share, at a price of $14.70 per share, such
purchase of all 5,000 shares to be made on or before June 13,
1995.
I hereby elect to purchase all 5,000 shares at $14.70
per share. A personal check [or cash, bank draft or money order]
for the purchase price is enclosed herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent that the shares of Common Stock that I am
purchasing are being purchased for investment purposes and not
with a view to resale. I further represent that I shall comply
with the requirements of Rule 144 of the Securities Exchange Act
of 1934, as amended.
Thomas G. Parrish
Dated: , 1995
<PAGE>
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises, Inc.
2701 University Drive
Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated April 14, 1995, I purchased 5,000 shares of
Champion Enterprises, Inc. Common Stock, par value $1.00 per
share, at a price of $14.70 per share on or before June 13,
1995. I now am entitled to exercise the remaining portion of
the nonqualified stock option to purchase 5,000 shares at $14.70
per share.
I hereby elect to purchase shares at $14.70
per share. A personal check [or cash, bank draft or money order]
for the purchase price is enclosed herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent that the shares of Common Stock that I am
purchasing are being purchased for investment purposes and not
with a view to resale. I further represent that I shall comply
with the requirements of Rule 144 of the Securities Exchange Act
of 1934, as amended.
Thomas G. Parrish
Dated: , 19
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of March, 1994, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and Brian J.
Lapelle (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 40,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 10,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 28, 1994, as
such closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty-five percent (25%) of the shares
covered by this option, and on each succeeding one year
anniversary thereof may exercise an additional twenty-five
percent (25%) of the shares covered by the option, so that on
the fourth anniversary of the date of grant this option shall be
fully exercisable. To the extent not exercised, installments
shall accumulate and the Optionee may exercise them in whole or
in part in any subsequent period. Any portion of the option
that is outstanding and not fully exercisable immediately shall
become exercisable in full in the event of a "sale or merger" as
defined in Section 3. Any provision of this Agreement
notwithstanding, no portion of this option shall be exercisable
on or after the tenth anniversary of the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 10,000 shares of
Common Stock purchased by Optionee as part of the Initial
Purchase for a period of not less than two years after the date
of purchase, that the certificate(s) for such shares shall
contain an appropriate legend to such effect and that a stop
transfer order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Its: Chairman of the Board
_____________________________________
Brian J. Lapelle, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1994, I am entitled to
purchase 10,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The purchase of all 10,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 10,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Brian J. Lapelle
Dated: ________________, 1994
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1994, a nonqualified stock
option was granted to me to purchase 40,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 10,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a four year vesting schedule, pursuant to which shares
under the option vest in 10,000 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
________________________________
Brian J. Lapelle
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of March, 1994, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and Duane L.
Rheinheimer (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
7. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 40,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 10,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 28, 1994, as
such closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
8. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty-five percent (25%) of the shares
covered by this option, and on each succeeding one year
anniversary thereof may exercise an additional twenty-five
percent (25%) of the shares covered by the option, so that on
the fourth anniversary of the date of grant this option shall be
fully exercisable. To the extent not exercised, installments
shall accumulate and the Optionee may exercise them in whole or
in part in any subsequent period. Any portion of the option
that is outstanding and not fully exercisable immediately shall
become exercisable in full in the event of a "sale or merger" as
defined in Section 3. Any provision of this Agreement
notwithstanding, no portion of this option shall be exercisable
on or after the tenth anniversary of the date of grant.
9. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
10. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
11. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
12. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 10,000 shares of
Common Stock purchased by Optionee as part of the Initial
Purchase for a period of not less than two years after the date
of purchase, that the certificate(s) for such shares shall
contain an appropriate legend to such effect and that a stop
transfer order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Its: Chairman of the Board
_____________________________________
Duane L. Rheinheimer, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1994, I am entitled to
purchase 10,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The purchase of all 10,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 10,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Duane L. Rheinheimer
Dated: ________________, 1994
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1994, a nonqualified stock
option was granted to me to purchase 40,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 10,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a four year vesting schedule, pursuant to which shares
under the option vest in 10,000 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
________________________________
Duane L. Rheinheimer
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of March, 1994, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and David E. Ganger
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
13. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 40,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 10,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 28, 1994, as
such closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
14. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty-five percent (25%) of the shares
covered by this option, and on each succeeding one year
anniversary thereof may exercise an additional twenty-five
percent (25%) of the shares covered by the option, so that on
the fourth anniversary of the date of grant this option shall be
fully exercisable. To the extent not exercised, installments
shall accumulate and the Optionee may exercise them in whole or
in part in any subsequent period. Any portion of the option
that is outstanding and not fully exercisable immediately shall
become exercisable in full in the event of a "sale or merger" as
defined in Section 3. Any provision of this Agreement
notwithstanding, no portion of this option shall be exercisable
on or after the tenth anniversary of the date of grant.
15. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
16. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
17. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
18. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 10,000 shares of
Common Stock purchased by Optionee as part of the Initial
Purchase for a period of not less than two years after the date
of purchase, that the certificate(s) for such shares shall
contain an appropriate legend to such effect and that a stop
transfer order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Its: Chairman of the Board
_____________________________________
David E. Ganger, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1994, I am entitled to
purchase 10,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The purchase of all 10,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 10,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
David E. Ganger
Dated: ________________, 1994
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1994, a nonqualified stock
option was granted to me to purchase 40,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 10,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a four year vesting schedule, pursuant to which shares
under the option vest in 10,000 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
_______________________________
David E. Ganger
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of March, 1994, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and William L.
Woznicki (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
19. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 40,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 10,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 28, 1994, as
such closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
20. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty-five percent (25%) of the shares
covered by this option, and on each succeeding one year
anniversary thereof may exercise an additional twenty-five
percent (25%) of the shares covered by the option, so that on
the fourth anniversary of the date of grant this option shall be
fully exercisable. To the extent not exercised, installments
shall accumulate and the Optionee may exercise them in whole or
in part in any subsequent period. Any portion of the option
that is outstanding and not fully exercisable immediately shall
become exercisable in full in the event of a "sale or merger" as
defined in Section 3. Any provision of this Agreement
notwithstanding, no portion of this option shall be exercisable
on or after the tenth anniversary of the date of grant.
21. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
22. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
23. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
24. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 10,000 shares of
Common Stock purchased by Optionee as part of the Initial
Purchase for a period of not less than two years after the date
of purchase, that the certificate(s) for such shares shall
contain an appropriate legend to such effect and that a stop
transfer order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Its: Chairman of the Board
_____________________________________
William L. Woznicki, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1994, I am entitled to
purchase 10,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The purchase of all 10,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 10,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
William L. Woznicki
Dated: ________________, 1994
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1994, a nonqualified stock
option was granted to me to purchase 40,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 28, 1994, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 10,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a four year vesting schedule, pursuant to which shares
under the option vest in 10,000 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
________________________________
William L. Woznicki
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
____ day of February, 1995, by and between CHAMPION ENTERPRISES
INC., a Michigan corporation (the "Company") and TERRELL R.
BRIDGES (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 16,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 4,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 4,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
Terrell R. Bridges, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1995, I am entitled to
purchase 4,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The purchase of all 4,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 4,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1995, a nonqualified stock
option was granted to me to purchase 16,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 4,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a five year vesting schedule, pursuant to which shares
under the option vest in 3,200 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
____ day of February, 1995, by and between CHAMPION ENTERPRISES
INC., a Michigan corporation (the "Company") and JOHN J. MCKONE
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 16,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 4,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 4,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
John J. McKone, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1995, I am entitled to
purchase 4,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The purchase of all 4,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 4,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1995, a nonqualified stock
option was granted to me to purchase 16,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 4,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a five year vesting schedule, pursuant to which shares
under the option vest in 3,200 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
____ day of February, 1995, by and between CHAMPION ENTERPRISES
INC., a Michigan corporation (the "Company") and DAVID M.
BRIDGES (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 4,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 1,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 1,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
David M. Bridges, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1995, I am entitled to
purchase 1,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The purchase of all 1,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 1,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1995, a nonqualified stock
option was granted to me to purchase 4,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 1,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a five year vesting schedule, pursuant to which shares
under the option vest in 800 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
____ day of February, 1995, by and between CHAMPION ENTERPRISES
INC., a Michigan corporation (the "Company") and SAMUEL B.
BRIDGES (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 4,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 1,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 1,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
Samuel B. Bridges, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1995, I am entitled to
purchase 1,000 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The purchase of all 1,000 shares is to be made
on or before sixty (60) days following my employment
commencement date with the Company.
I hereby elect to purchase all 1,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1995, a nonqualified stock
option was granted to me to purchase 4,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 1,000 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a five year vesting schedule, pursuant to which shares
under the option vest in 800 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
____ day of February, 1995, by and between CHAMPION ENTERPRISES
INC., a Michigan corporation (the "Company") and BRUCE THOMPSON
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 2,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal; provided, however, that the grant of such option
is subject to the purchase by Optionee from the Company of an
initial 500 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 500 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
Bruce Thompson, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _________________, 1995, I am entitled to
purchase 500 shares of Champion Enterprises, Inc. (the
"Company") Common Stock, par value $1.00 per share, at a price
per share equal to forty percent (40%) of the closing price of
the Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The purchase of all 500 shares is to be made on
or before sixty (60) days following my employment commencement
date with the Company.
I hereby elect to purchase all 500 shares. A personal
check [or cash, bank draft or money order] for the purchase
price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated _______________, 1995, a nonqualified stock
option was granted to me to purchase 2,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on
January 4, 1995, as such closing price is reported in The Wall
Street Journal. The option exercise is subject to (i) my
initial purchase of 500 shares of Company Common Stock within
sixty (60) days following my employment commencement date, and
(ii) a five year vesting schedule, pursuant to which shares
under the option vest in 500 share increments, if I am still
employed by the Company on each anniversary of my employment
commencement date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock; (iii) I have
been provided the opportunity to ask questions of management of
the Company that I consider relevant to my investment in the
Common Stock, and have received answers that I consider
satisfactory for purposes of making my investment decision;
(iv) I am knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of February, 1995, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and Sarah Clegg
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 4,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal; provided, however, that the grant of such option is
subject to the purchase by Optionee from the Company of an
initial 1,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 1,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
Sarah Clegg, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ___, 1995, I am entitled to purchase
1,000 shares of Champion Enterprises, Inc. (the "Company")
Common Stock, par value $1.00 per share, at a price per share
equal to forty percent (40%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The purchase of all 1,000 shares is to be made on or
before sixty (60) days following my employment commencement date
with the Company.
I hereby elect to purchase all 1,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Sarah Clegg
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ____, 1995, a nonqualified stock
option was granted to me to purchase 4,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The option exercise is subject to (i) my initial
purchase of 1,000 shares of Company Common Stock within sixty
(60) days following my employment commencement date, and (ii) a
five year vesting schedule, pursuant to which shares under the
option vest in 800 share increments, if I am still employed by
the Company on each anniversary of my employment commencement
date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Sarah Clegg Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of February, 1995, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and Alan Robinson
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 4,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal; provided, however, that the grant of such option is
subject to the purchase by Optionee from the Company of an
initial 1,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 1,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
Alan Robinson Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ___, 1995, I am entitled to purchase
1,000 shares of Champion Enterprises, Inc. (the "Company")
Common Stock, par value $1.00 per share, at a price per share
equal to forty percent (40%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The purchase of all 1,000 shares is to be made on or
before sixty (60) days following my employment commencement date
with the Company.
I hereby elect to purchase all 1,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
Alan Robinson
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ____, 1995, a nonqualified stock
option was granted to me to purchase 4,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The option exercise is subject to (i) my initial
purchase of 1,000 shares of Company Common Stock within sixty
(60) days following my employment commencement date, and (ii) a
five year vesting schedule, pursuant to which shares under the
option vest in 800 share increments, if I am still employed by
the Company on each anniversary of my employment commencement
date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Alan Robinson Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of February, 1995, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and William Garrett
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 4,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal; provided, however, that the grant of such option is
subject to the purchase by Optionee from the Company of an
initial 1,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 1,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
William Garrett, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ___, 1995, I am entitled to purchase
1,000 shares of Champion Enterprises, Inc. (the "Company")
Common Stock, par value $1.00 per share, at a price per share
equal to forty percent (40%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The purchase of all 1,000 shares is to be made on or
before sixty (60) days following my employment commencement date
with the Company.
I hereby elect to purchase all 1,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
______________________________
William Garrett
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ____, 1995, a nonqualified stock
option was granted to me to purchase 4,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The option exercise is subject to (i) my initial
purchase of 1,000 shares of Company Common Stock within sixty
(60) days following my employment commencement date, and (ii) a
five year vesting schedule, pursuant to which shares under the
option vest in 800 share increments, if I am still employed by
the Company on each anniversary of my employment commencement
date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
William Garrett Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of February, 1995, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and Garland Gandy
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 4,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal; provided, however, that the grant of such option is
subject to the purchase by Optionee from the Company of an
initial 1,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 1,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
Garland Gandy, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ___, 1995, I am entitled to purchase
1,000 shares of Champion Enterprises, Inc. (the "Company")
Common Stock, par value $1.00 per share, at a price per share
equal to forty percent (40%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The purchase of all 1,000 shares is to be made on or
before sixty (60) days following my employment commencement date
with the Company.
I hereby elect to purchase all 1,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
_______________________________
Garland Gandy
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ____, 1995, a nonqualified stock
option was granted to me to purchase 4,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The option exercise is subject to (i) my initial
purchase of 1,000 shares of Company Common Stock within sixty
(60) days following my employment commencement date, and (ii) a
five year vesting schedule, pursuant to which shares under the
option vest in 800 share increments, if I am still employed by
the Company on each anniversary of my employment commencement
date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
Garland Gandy Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
_____ day of February, 1995, by and between Champion Enterprises
Inc., a Michigan corporation (the "Company") and John E. Drake
(the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter
into employment with the Company, and because the Company
desires to (i) encourage stock ownership in the Company by the
Optionee, (ii) provide additional incentive to the Optionee as a
key employee of the Company, and (iii) encourage the Optionee to
remain in the employment of the Company, or any parent or
subsidiary of the Company, the Company has determined to grant a
nonqualified stock option to the Optionee, conditioned on his
commencement of employment with the Company and acceptance of
the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant of Option. Subject to the terms and
conditions hereof, including the Optionee's commencement of
employment with the Company, the Company hereby grants to the
Optionee the right and option to purchase from the Company up
to, but not exceeding in the aggregate, 12,000 shares of the
Company's Common Stock, par value $1.00, at a price per share
equal to one hundred percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal; provided, however, that the grant of such option is
subject to the purchase by Optionee from the Company of an
initial 3,000 shares of such Common Stock at a price equal to
forty percent (40%) of the closing price of the Company's Common
Stock on the American Stock Exchange on January 4, 1995, as such
closing price is reported in The Wall Street Journal (the
"Initial Purchase") and to full payment of such purchase price
not later than 60 days after the Optionee's first day of
employment with the Company ("employment commencement date").
This option is not intended to meet the requirements of an
"incentive stock option" under Section 422 of the Internal
Revenue Code (the "Code").
2. Right to Exercise Option. Subject to completion
of the Initial Purchase under Section 1 above, the Optionee may
purchase from the Company on and after the first anniversary of
the date of grant, twenty percent (20%) of the shares covered by
this option, and on each succeeding one year anniversary thereof
may exercise an additional twenty percent (20%) of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent or subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in
Section 424(e) of the Code, the term "subsidiary" of the Company
means any "subsidiary corporation" as defined in Section 424(f)
of the Code, the term "employment" means employment with the
Company or any parent or subsidiary of the Company, and the term
"sale or merger" means the occurrence of any of the following
events: (i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares shall not violate any of the provisions of the
Securities Act of 1933, as amended (the "Act"), or the
Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Securities and Exchange Commission
promulgated thereunder, or the rules and regulations of any
stock exchange on which the Company's securities are traded, or
state law governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules,
regulations and state laws. If the Optionee fails to accept
delivery and pay for all or any part of the number of shares
specified by such notice upon tender of delivery thereof the
Optionee's right to exercise this option with respect to such
undelivered shares may be terminated by the Company.
6. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
7. Investment Intent. The Optionee hereby represents
and warrants to the Company that he is acquiring all shares of
Common Stock under this Option for investment purposes and for
his own account and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have
not been registered under the Act or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable state
securities laws covering such shares or the Company receives an
opinion of counsel for the Optionee (concurred in by counsel for
the Company) stating that such sale, transfer, assignment,
offer, pledge or other distribution is exempt from the
registration and prospectus delivery requirements of the Act and
any applicable state securities laws. The Optionee further
acknowledges and agrees that the certificate(s) for such shares
shall contain an appropriate legend to the foregoing effect and
that a stop transfer order shall be placed with the Company's
transfer agent preventing transfer of such shares pending
compliance with the conditions set forth in the legend.
8. Holding Period for Initial Purchase. In addition
to the further restrictions set forth herein, the Optionee
agrees that he will not sell, transfer, assign, pledge or
otherwise distribute any of the initial 3,000 shares of Common
Stock purchased by Optionee as part of the Initial Purchase for
a period of not less than two years after the date of purchase,
that the certificate(s) for such shares shall contain an
appropriate legend to such effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares during such period.
9. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
10. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
11. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
12. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
13. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any
notice given by the Company to the Optionee at the Optionee's
last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
14. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 6 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
15. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES INC.
By: ________________________________
Walter R. Young, Jr.
Its: Chairman of the Board
_____________________________________
John E. Drake, Optionee
PAGE
<PAGE>
NOTICE OF PURCHASE OF COMMON STOCK
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ___, 1995, I am entitled to purchase
3,000 shares of Champion Enterprises, Inc. (the "Company")
Common Stock, par value $1.00 per share, at a price per share
equal to forty percent (40%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The purchase of all 3,000 shares is to be made on or
before sixty (60) days following my employment commencement date
with the Company.
I hereby elect to purchase all 3,000 shares. A
personal check [or cash, bank draft or money order] for the
purchase price is enclosed herewith.
I authorize the Company to withhold from may
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with this purchase.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
et forth in the legend.
I further acknowledge and agree that I will not sell,
transfer, assign, offer, pledge or otherwise distribute such
shares for a period of not less than two years after the date of
purchase, that the certificate(s) for such shares shall contain
an appropriate legend to such effect and that a stop transfer
order shall be placed with the Company's transfer agent
preventing transfer of such shares during such period.
________________________________
John E. Drake
Dated: ________________, 1995
PAGE
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated February ____, 1995, a nonqualified stock
option was granted to me to purchase 12,000 shares of Champion
Enterprises Inc. Common Stock, par value $1.00 per share, at a
price equal to 100 percent (100%) of the closing price of the
Company's Common Stock on the American Stock Exchange on January
4, 1995, as such closing price is reported in The Wall Street
Journal. The option exercise is subject to (i) my initial
purchase of 3,000 shares of Company Common Stock within sixty
(60) days following my employment commencement date, and (ii) a
five year vesting schedule, pursuant to which shares under the
option vest in 2,400 share increments, if I am still employed by
the Company on each anniversary of my employment commencement
date.
I hereby elect to exercise my nonqualified stock option
with respect to ___________ shares. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent and warrant to the Company that: (i) I am
acquiring the shares of Common Stock that I am purchasing for
investment purposes and for my own account and not with a view
to resale; (ii) I have been provided such information regarding
the Company as I consider necessary to make an informed
investment decision regarding the Common Stock, including the
Proxy Statement dated March 21, 1994, Form 8-K dated February 8,
1994, Form 8-K dated February 11, 1994, Form 8-K dated March 10,
1994, Form 8-K dated May 3, 1994, Form 8-K dated May 12, 1994,
Form 10-Q for Quarter Ended April 2, 1994, Form 10-Q for Quarter
Ended July 2, 1994, Form 10-Q/A for Quarter Ended July 2, 1994,
Form 10-Q for Quarter ended October 1, 1994, Form 10-K for
fiscal year ended January 1, 1994, Annual Report dated March,
1994, Balance Sheet dated November 26, 1994; (iii) I have been
provided the opportunity to ask questions of management of the
Company that I consider relevant to my investment in the Common
Stock, and have received answers that I consider satisfactory
for purposes of making my investment decision; (iv) I am
knowledgeable in the areas of finance, securities and
investments generally, and am capable of analyzing my proposed
investment in the Common Stock and the risks associated
therewith; and (v) the price to be paid by me for my proposed
investment in the Common Stock (a) is not material when compared
to my total financial capacity and (b) is less than 20% of my
net worth at the time of my purchase of the Common Stock.
I acknowledge and agree that the shares of Common Stock
that I am purchasing have not been registered under the
Securities Act of 1933 (the "Act") or the securities laws of any
state and may not be sold, transferred, assigned, offered,
pledged or otherwise distributed unless there is an effective
registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an
opinion of counsel for me (concurred in by counsel for the
Company) stating that such sale, transfer, assignment, offer,
pledge or other distribution is exempt from the registration and
prospectus delivery requirements of the Act and any applicable
state securities laws. I further acknowledge and agree that
certificate(s) for such shares shall contain an appropriate
legend to the foregoing effect and that a stop transfer order
shall be placed with the Company's transfer agent preventing
transfer of such shares pending compliance with the conditions
set forth in the legend.
________________________________
John E. Drake Optionee
Dated: ________________
NONQUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
20th day of January, 1995, by and between Champion Enterprises,
Inc., a Michigan corporation ("the Company"), and Michael Barker
(the "Optionee").
WITNESSETH:
WHEREAS, the Optionee and the Company have agreed that
the Optionee is to be employed as President of Moduline
International, Inc., a wholly-owned subsidiary of the Company,
and because the Company desires to (i) encourage stock ownership
in the Company by the Optionee, (ii) provide additional
incentive to the Optionee as a key employee of a subsidiary of
the Company, and (iii) encourage the Optionee to remain in the
employment of the Company or subsidiary of the Company, the
Company has determined to grant a nonqualified stock option to
the Optionee, conditioned on his commencement of employment with
the Company and acceptance of the terms set forth below.
NOW, THEREFORE, it is agreed between the parties as
follows:
1. Grant and Right to Exercise Option. Subject to
the terms and conditions hereof, the Company hereby grants to
the Optionee the right and option to purchase from the Company
up to, but not exceeding in the aggregate, 25,000 shares of the
Company's Common Stock, par value $1.00, at a price of $30.375
per share (equal to closing price of the Company's Common Stock
on the American Stock Exchange ("AMEX") on the date of this
grant, as reported in The Wall Street Journal); provided,
however, that the right to purchase such shares is subject to
the initial purchase by the Optionee of 5,000 shares of the
Company's Common Stock at a price of $12.15 per share (equal to
40% of the AMEX closing price of the Company's Common Stock on
the date of grant) and to full payment of such purchase price
not later than March 21, 1995. The right and option to purchase
shares of the Company's Common Stock under this Agreement are
conditioned upon the written agreement of the Optionee not to
sell or otherwise transfer shares obtained under the Agreement
prior to satisfaction of the holding requirements under Rule 144
of the Securities Exchange Act of 1934, as amended. This option
is not intended to meet the requirements of an "incentive stock
option" under Section 422 of the Internal Revenue Code (the
"Code").
2. Right to Exercise Option. Subject to the
Optionee's purchase hereunder of 5,000 shares of the Company's
Common Stock at $12.15 per share on or before March 21, 1995,
the Optionee may purchase from the Company on and after the
first anniversary of the date of grant, 20% of the shares
covered by this option, and on each succeeding one year
anniversary thereof may exercise an additional 20% of the shares
covered by the option, so that on the fifth anniversary of the
date of grant this option shall be fully exercisable. To the
extent not exercised, installments shall accumulate and the
Optionee may exercise them in whole or in part in any subsequent
period. Any portion of the option that is outstanding and not
fully exercisable immediately shall become exercisable in full
in the event of a "sale or merger" as defined in Section 3. Any
provision of this Agreement notwithstanding, no portion of this
option shall be exercisable on or after the tenth anniversary of
the date of grant.
3. Termination of Employment. If the Optionee's
employment with the Company, parent of subsidiary of the Company
shall be terminated for any reason other than death or
disability (as defined in Section 22(e) of the Code), the
Optionee shall have the right, within 30 days after such
termination of employment, to exercise this option to the extent
that it shall have been exercisable and unexercised on the date
of such termination of employment, subject to any other
limitation on the exercise of such option in effect at the date
of exercise.
If the Optionee shall die or become disabled, (as
defined in Section 22(e) of the Code), the Optionee or the
executor or administrator of the estate of the Optionee (as the
case may be) or the person or persons to whom the option shall
have been transferred by will or by the laws of descent and
distribution, shall have the right, within one year from the
date of the Optionee's death or disability to exercise this
option to the extent that it was exercisable and unexercised on
the date of the Optionee's death or disability, subject to any
other limitation on exercise in effect at the date of exercise.
As used in this Agreement, the term "parent" of the
Company means any "parent corporation" as defined in Section
424(e) of the Code, the term "subsidiary" of the Company means
any "subsidiary corporation" as defined in Section 424(b) of the
Code, the term "employment" means employment with the Company or
any parent or subsidiary of the Company, and the term "sale or
merger" means the occurrence of any of the following events:
(i) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one (51%)
percent, or more, of the outstanding common stock of the Company
in a single transaction or a series of related transactions
within a one-year period; (ii) a sale of all or substantially
all of the assets of the Company to any person, firm or
corporation; or (iii) a merger, consolidation or similar
transaction between the Company and another entity if
shareholders of the Company do not own a majority of the voting
stock of the corporation surviving the transaction and a
majority in value of the total outstanding stock of such
surviving corporation after the transaction.
The transfer of the Optionee from one corporation to
another among the Company, its parent and any of its
subsidiaries, or a leave of absence with the written consent of
the Company, shall not be a termination of employment for
purposes of this option.
4. Exercise of Option. The Optionee, from time to
time during the period when the option hereby granted may by its
terms be exercised, may exercise the option in whole or in part
as at the time permitted, by delivery to the Company of: (a) a
written notice signed by the Optionee (i) stating the number of
shares that the Optionee has elected to purchase at that time
from the Company, (ii) representing that the Optionee is
acquiring the shares being purchased for investment and not for
resale and the Optionee agrees to comply with Rule 144 of the
Securities Exchange Act of 1934, as amended; and (b) cash,
personal check, bank draft, or money order for an amount equal
to the purchase price of the shares then to be purchased. After
receipt of the foregoing and subject to Section 5 below, the
Company shall issue the shares in the name of the Optionee and
deliver the certificates therefore to the Optionee.
5. Compliance With Securities Laws. Anything to the
contrary herein notwithstanding, the Company's obligation to
sell and deliver stock under this option is subject to such
compliance with federal and state laws, rules and regulations
applying to the authorization, issuance or sale of securities,
and applicable stock exchange requirements, as the Company deems
necessary or advisable. The Company shall not be required to
sell and deliver stock pursuant hereto unless and until it
receives satisfactory proof that the issuance or transfer of
such shares will not violate any of the provisions of the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or the rules and regulations of the
Securities Exchange Commission promulgated thereunder, or the
rules and regulations of any stock exchange on which the
Company's securities are traded, or state law governing the sale
of securities, or that there has been compliance with the
provisions of such acts, rules, regulations and state laws. If
the Optionee fails to accept delivery and pay for all or any
part of the number of shares specified by such notice upon
tender of delivery thereof the Optionee's right to exercise this
option with respect to such undelivered shares may be terminated
by the Company.
6. Restrictive Legend. The stock certificate(s)
issued upon the Optionee's exercise of this option shall include
the following legend: The securities represented by this
document have been acquired for investment and not with a view
to, or in connection with, the sale or distribution thereof. No
such sale or disposition of these securities may be effected
without an effective registration statement related thereto, an
opinion of counsel satisfactory to the Company that such
registration is not required under the Securities Act of 1933
and applicable state securities law, or a written advice from
the Securities and Exchange Commission and applicable state
securities agencies, or a member of the staff thereof, that
"no-action" would be recommended if the proposed transfer were
to be made without the filing of a registration statement (or
any combination of the foregoing).
7. Non-Assignability. The option hereby granted
shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, and the option may be
exercised during the Optionee's lifetime only by the Optionee.
Any transferee of the option shall take the same subject to the
terms and conditions of this Agreement. No such transfer of the
option shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and a copy
of the will and/or such other evidence as the Company may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and
conditions of this Agreement. No assignment or transfer of this
option, or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, except a
transfer by the Optionee by will or by the laws of descent and
distribution, shall vest in the purported assignee or transferee
any interest or right herein whatsoever.
8. Withholding. The Optionee hereby authorizes the
Company to withhold from his compensation or agrees to tender
the applicable amount to the Company to satisfy any requirements
for withholding of income and employment taxes in connection
with the exercise of the option granted hereby.
9. Disputes. As a condition to the granting of the
option granted hereby, the Optionee and the Optionee's
successors and assigns agree that any dispute or disagreement
which shall arise under or as a result of this Agreement shall
be determined by the Board in its sole discretion and judgment
and that any such determination and any interpretation by the
Board of the terms of this Agreement shall be final and shall be
binding and conclusive for all purposes.
10. Adjustments. In the event of any stock dividend,
stock split, reclassification or similar transaction affecting
the shares covered by this option, the rights of the Optionee
shall be appropriately adjusted by the Board.
11. Rights as Shareholder. The Optionee shall have no
rights as a shareholder of the Company with respect to any of
the shares covered by this option until the issuance of a stock
certificate or certificates upon the exercise of the option in
full or in part, and then only with respect to the shares
represented by such certificate or certificates.
12. Notices. Every notice relating to this Agreement
shall be in writing and if given by mail shall be given by
registered or certified mail with return receipt requested. All
notices to the Company shall be delivered to the Secretary of
the Company at the Company's headquarters in Auburn Hills,
Michigan, or addressed to the Secretary of the Company at 2701
University Drive, Suite 320, Auburn Hills, Michigan 48326. All
notices by the Company to the Optionee shall be delivered to the
Optionee personally or addressed to the Optionee at the
Optionee's last residence address as then contained in the
records of the Company or such other address as the Optionee may
designate. Either party by notice to the other may designate a
different address to which notices shall addressed. Any notice
given by the Company to the Optionee at the Optionee's last
designated address shall be effective to bind any other person
who shall acquire rights hereunder.
13. "Optionee" to Include Certain Transferees.
Whenever the word "Optionee" is used in any provision of this
Agreement under circumstances where the provision should
logically apply to any other person or persons to whom the
option, in accordance with the provisions of Section 7 hereof,
may be transferred, the word "Optionee" shall be deemed to
include such person or persons.
14. Governing Law. This Agreement has been made in
and shall be construed in accordance with the laws of the State
of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
CHAMPION ENTERPRISES, INC.
By:
Walter R. Young, Jr.
Chairman of the Board,
President and Chief
Executive Officer
Michael Barker, Optionee
<PAGE>
<PAGE>
NOTICE OF PURCHASE OF SHARES
Secretary
Champion Enterprises, Inc.
2701 University Drive
Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a letter from the Company, dated January
20, 1995, I was extended the right to purchase on or before
March 21, 1995 5,000 shares of Champion Enterprises, Inc. Common
Stock, par value $1.00 per share ("Champion Common Stock"), at a
price of $12.15 per share.
I hereby elect to purchase all 5,000 shares of Champion
Common Stock for $12.15 per share. A personal check [or cash,
bank draft or money order] for the purchase price is enclosed
herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my purchase of 5,000
shares of Champion Common Stock at $12.15 per share.
I represent that the shares of Champion Common Stock
that I am purchasing are being purchased for investment purposes
and not with a view to resale. I further represent that I shall
comply with the requirements of Rule 144 of the Securities
Exchange Act of 1934, as amended.
Michael Barker, Optionee
Dated , 1995
<PAGE>
<PAGE>
NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION
Secretary
Champion Enterprises, Inc.
2701 University Drive
Suite 320
Auburn Hills, MI 48326
Dear Sir:
Pursuant to a Nonqualified Stock Option Agreement with
the Company dated January 20, 1995, a nonqualified stock option
was granted to me to purchase up to 25,000 shares of Champion
Enterprises, Inc. Common Stock, par value $1.00 per share, at a
price of $30.375 per share.
I hereby elect to exercise my nonqualified stock option
with respect to shares at $30.375 per share. A personal
check [or cash, bank draft or money order] for the purchase
price is enclosed herewith.
I authorize the Company to withhold from my
compensation or agree to tender the applicable amount to the
Company to satisfy any requirements for withholding of income
and employment taxes in connection with my exercise of this
option.
I represent that the shares of stock that I am
purchasing upon this exercise of my option are being purchased
for investment purposes and not with a view to resale. I
further represent that I shall comply with the requirements of
Rule 144 of the Securities Exchange Act of 1934, as amended.
, Optionee
Dated , 19
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated February 7, 1995, which
appears on page F-2 of Champion Enterprises, Inc.'s Annual Report on Form 10-K
for the year ending December 31, 1994. We also consent to the reference to us
under the heading "Experts" in the Prospectus constituting a part of the
Registration Statement.
/S/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Detroit, Michigan
May 1, 1995
