As filed with the Securities and Exchange Commission on May
10, 1996
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)
Eight 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
<C> <C> <C> <C>
<C>
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
Common Stock, 106,000 $ 38 $
4,028,000 $ 1,388.97
$1.00 par value
*Estimated solely for purposes of computing the Registration Fee,
at $38 per share, the average price for shares of the Common
Stock on May 3, 1996, as
reported on the New York 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
19,500 Shares of Common Stock
$1 par value
The 19,500 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 principally on the New York Stock
Exchange. On May 3, 1996, the composite closing sale price for
the Common Stock as traded on the New York Stock Exchange was
$38, 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 10, 1996
<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 New
York 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 30, 1995.
(b) The following 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:
the Company's Current Report on Form 8-K dated April 4,
1996; and the Company's Quarterly Report on Form 10-Q
dated May 10, 1996.
(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 19,500 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>
<S> <C> <C>
<C> <C>
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
David C. Moran Senior Vice President- 5,000
5,000 *
2701 University Drive Product Development,
Suite 300 Champion Home Builders Co.
Auburn Hills, MI 48326
Marcy C. Sullivan President, Grand 3,600
3,600 *
270 Davenport Drive Manor, Inc.
Thomasville, GA 31799
Stanley R. Daughtry Vice President- 1,200
1,200 *
270 Davenport Drive Manufacturing,
Thomasville, GA 31799 Grand Manor, Inc.
Jerry L. Milligan Vice President-Sales, 1,200
1,200 *
270 Davenport Drive Grand Manor, Inc.
Thomasville, GA 31799
Wayne Sims President, Homes 4,000
4,000 *
401 Henderson Street of Legend, Inc.
Boaz, AL 35957
Thomas Kevin Sims Sales Manager, Homes 1,500
1,500 *
401 Henderson Street of Legend, Inc.
Boaz, AL 35957
Don Brown Vice President of 1,500
1,500 *
401 Henderson Street Operations,
Boaz, AL 35957 Homes of Legend, Inc.
Keith Bennett Vice President of 1,500
1,500 *
401 Henderson Street Production,
Boaz, AL 35957 Homes of Legend, Inc.
* Less than 1%
</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 30, 1995, 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>
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 30, 1995.
(b) The following 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: the Company's Current Report on Form 8-K
dated April 4, 1996; and the Company's Quarterly Report on Form
10-Q dated May 10, 1996.
(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 30, 1995, 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 Nonqualified Stock Option Agreement, dated
September 12, 1995, between the Registrant and
David C. Moran.
10.2 Nonqualified Stock Option Agreement, dated March
29, 1996, between the Registrant and Marcy C.
Sullivan.
10.3 Nonqualified Stock Option Agreement, dated March
29, 1996, between the Registrant and Stanley R.
Daughtry.
10.4 Nonqualified Stock Option Agreement, dated March
29, 1996, between the Registrant and Jerry L.
Milligan.
10.5 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Wayne Sims.
10.6 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Thomas Kevin
Sims.
10.7 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Don Brown.
10.8 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Keith Bennett.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Dykema Gossett PLLC (contained in
Exhibit 5)
24 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>
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 3, 1996.
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 3, 1996.
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
and Chief Financial
Officer
/s/ RICHARD HEVELHORST
Richard Hevelhorst 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>
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 Nonqualified Stock Option Agreement, dated
September 12, 1995, between the Registrant and
David C. Moran.
10.2 Nonqualified Stock Option Agreement, dated March
29, 1996, between the Registrant and Marcy C.
Sullivan.
10.3 Nonqualified Stock Option Agreement, dated March
29, 1996, between the Registrant and Stanley R.
Daughtry.
10.4 Nonqualified Stock Option Agreement, dated March
29, 1996, between the Registrant and Jerry L.
Milligan.
10.5 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Wayne Sims.
10.6 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Thomas Kevin
Sims.
10.7 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Don Brown.
10.8 Nonqualified Stock Option Agreement, dated April
26, 1996, between the Registrant and Keith Bennett.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Dykema Gossett PLLC (contained in
Exhibit 5)
24 Power of Attorney (see "Signatures")
May 8, 1996
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 10, 1996 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 106,000
shares of the Company's Common Stock, par value $1.00 per share
(the "Common Stock"), pursuant to 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
THIS STOCK OPTION AGREEMENT (the "Agreement") made this
12th day of September, 1995, by and between Champion Enterprises,
Inc., a Michigan corporation (the "Company"), and David C. Moran
(the "Optionee").
WITNESSETH:
WHEREAS, the Optionee and the Company have agreed that
the Optionee is to be employed as Senior Vice President-Product
Development of Champion Home Builders Co., 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, 20,000 shares of the
Company's Common Stock, par value $1.00, at a price of $18.50 per
share (equal to closing price of the Company's Common Stock on
the New York Stock Exchange ("NYSE") 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 $7.40 per share (equal to 40% of the NYSE
closing price of the Company's Common Stock on the date of grant)
and to full payment of such purchase price not later than
November 13, 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 $7.40 per share on or before November 13, 1995, the Optionee
may purchase from the Company on and after the first anniversary
of the date of grant, 25% of the shares covered by this option,
and on each succeeding one year anniversary thereof may exercise
an additional 25% of the shares covered by the option, so that on
the forth 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(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, and 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:________________________
Walter R. Young, Jr.
Chairman of the Board,
President and Chief
Executive Officer
___________________________
David C. Moran, Optionee
NOTICE OF PURCHASE OF SHARES
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 September 12, 1995, I was extended the right to
purchase, on or before November 13, 1995, 5,000 shares of
Champion Enterprises, Inc. Common Stock, par value $1.00 per
share ("Champion Common Stock"), at a price of $7.40 per share.
I hereby elect to purchase all 5,000 shares of Champion
Common Stock for $7.40 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 $7.40 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.
_________________________
David C. Moran, Optionee
Dated _____________, 1995
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 September 12, 1995, a nonqualified stock option
was granted to me to purchase up to 20,000 shares of Champion
Enterprises, Inc. Common Stock, par value $1.00 per share, at a
price of $18.50 per share.
I hereby elect to exercise my nonqualified stock option
with respect to _______ shares at $18.50 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___
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this 29th day of March, 1996, by and between CHAMPION
ENTERPRISES, INC., a Michigan corporation (the "Company") and
MARCY C. SULLIVAN (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of the Company, the
Company hereby grants to the Optionee the right and option to
purchase from the Company 14,400 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 New York Stock Exchange on March 28, 1996, 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 3,600
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
New York Stock Exchange on March 28, 1996, 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 sixty
(60) days after the Optionee's first day of employment with the
Company or any part or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 3,600 shares of Common Stock
purchased by Optionee as part of the Initial Purchase for a
period of not less than two (2) 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., a Michigan
corporation
By: ________________________________
Walter R. Young, Jr.
Its: President
_____________________________________
Marcy C. Sullivan, Optionee
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 March 29, 1996, I am entitled to purchase 3,600
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 New York Stock Exchange on March 28, 1996, as such
closing price is reported in "The Wall Street Journal." The
purchase of all 3,600 shares is to be made on or before
sixty (60) days following my employment commencement date with
the Company or any subsidiary of the Company.
I hereby elect to purchase all 3,600 shares. A personal
check [or cash, bank draft or money order] for the purchase price
is enclosed herewith.
I authorize the Company or any subsidiary of 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 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 twenty percent (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 (2) 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.
________________________________
Marcy C. Sullivan
Dated: ________________, 1996
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 March 29, 1996, a nonqualified stock option was
granted to me to purchase 14,400 shares of Champion Enterprises
Inc. Common Stock, par value $1.00 per share, at a price equal to
one hundred percent (100%) of the closing price of the Company's
Common Stock on the New York Stock Exchange on March 28, 1996, as
such closing price is reported in "The Wall Street Journal." The
option exercise is subject to (i) my initial purchase of 3,600
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 2,880
share increments, if I am still employed by the Company or any
subsidiary of 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 twenty percent (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.
________________________________
Marcy C. Sullivan, Optionee
Dated: ________________
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this 29th day of March, 1996, by and between CHAMPION
ENTERPRISES, INC., a Michigan corporation (the "Company") and
STANLEY R. DAUGHTRY (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of 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, 4,800 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 New
York Stock Exchange on March 28, 1996, 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 1,200 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 New York Stock Exchange on
March 28, 1996, 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 sixty (60) days after the
Optionee's first day of employment with the Company or any part
or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 1,200 shares of Common Stock
purchased by Optionee as part of the Initial Purchase for a
period of not less than two (2) 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., a Michigan
corporation
By: ________________________________
Walter R. Young, Jr.
Its: President
_____________________________________
Stanley R. Daughtry, Optionee
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 March 29, 1996, I am entitled to purchase 1,200
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 New York Stock Exchange on March 28, 1996, as such
closing price is reported in "The Wall Street Journal." The
purchase of all 1,200 shares is to be made on or before
sixty (60) days following my employment commencement date with
the Company or any subsidiary of the Company.
I hereby elect to purchase all 1,200 shares. A personal
check [or cash, bank draft or money order] for the purchase price
is enclosed herewith.
I authorize the Company or any subsidiary of 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 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 twenty percent (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 (2) 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.
________________________________
Stanley R. Daughtry
Dated: ________________, 1996
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 March 29, 1996, a nonqualified stock option was
granted to me to purchase 4,800 shares of Champion Enterprises
Inc. Common Stock, par value $1.00 per share, at a price equal to
one hundred percent (100%) of the closing price of the Company's
Common Stock on the New York Stock Exchange on March 28, 1996, as
such closing price is reported in "The Wall Street Journal." The
option exercise is subject to (i) my initial purchase of 1,200
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 960
share increments, if I am still employed by the Company or any
subsidiary of 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 twenty percent (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.
________________________________
Stanley R. Daughtry, Optionee
Dated: ________________
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this 29th day of March, 1996, by and between CHAMPION
ENTERPRISES, INC., a Michigan corporation (the "Company") and
JERRY L. MILLIGAN (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of 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, 4,800 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 New
York Stock Exchange on March 28, 1996, 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 1,200 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 New York Stock Exchange on
March 28, 1996, 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 sixty (60) days after the
Optionee's first day of employment with the Company or any part
or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 1,200 shares of Common Stock
purchased by Optionee as part of the Initial Purchase for a
period of not less than two (2) 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., a Michigan
corporation
By: ________________________________
Walter R. Young, Jr.
Its: President
_____________________________________
Jerry L. Milligan, Optionee
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 March 29, 1996, I am entitled to purchase 1,200
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 New York Stock Exchange on March 28, 1996, as such
closing price is reported in "The Wall Street Journal." The
purchase of all 1,200 shares is to be made on or before
sixty (60) days following my employment commencement date with
the Company or any subsidiary of the Company.
I hereby elect to purchase all 1,200 shares. A personal
check [or cash, bank draft or money order] for the purchase price
is enclosed herewith.
I authorize the Company or any subsidiary of 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 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 twenty percent (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 (2) 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.
________________________________
Jerry L. Milligan
Dated: ________________, 1996
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 March 29, 1996, a nonqualified stock option was
granted to me to purchase 4,800 shares of Champion Enterprises
Inc. Common Stock, par value $1.00 per share, at a price equal to
one hundred percent (100%) of the closing price of the Company's
Common Stock on the New York Stock Exchange on March 28, 1996, as
such closing price is reported in "The Wall Street Journal." The
option exercise is subject to (i) my initial purchase of 1,200
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 960
share increments, if I am still employed by the Company or any
subsidiary of 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 twenty percent (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.
________________________________
Jerry L. Milligan, Optionee
Dated: _________________
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this ______ day of ______________, 1996, by and between
CHAMPION ENTERPRISES INC., a Michigan corporation (the "Company")
and WAYNE SIMS (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of 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, 20,000 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 New
York Stock Exchange on April 2, 1996, 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 New York Stock Exchange on
April 2, 1996, 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 sixty (60) days after the
Optionee's first day of employment with the Company or any part
or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 (2) 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., a Michigan
corporation
By: ________________________________
________________________________
Its: __________________________
_____________________________________
Wayne Sims, Optionee
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 _________________, 1996, 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 New York Stock Exchange on April 2, 1996, 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 or any subsidiary of 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 or any subsidiary of 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 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 twenty percent (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.
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 (2) 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.
_______________________________
Wayne Sims
Dated: ________________, 1996
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 _______________, 1996, a nonqualified stock option
was granted to me to purchase twenty thousand (20,000) shares of
Champion Enterprises Inc. Common Stock, par value $1.00 per
share, at a price equal to one hundred percent (100%) of the
closing price of the Company's Common Stock on the New York Stock
Exchange on April 2, 1996, 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 4,000 share increments, if I am still
employed by the Company or any subsidiary of 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 twenty percent (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: ________________
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this _______ day of ______________, 1996, by and between
CHAMPION ENTERPRISES INC., a Michigan corporation (the "Company")
and THOMAS KEVIN SIMS (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of 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, 7,500 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 New
York Stock Exchange on April 2, 1996, 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 1,500 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 New York Stock Exchange on
April 2, 1996, 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 sixty (60) days after the
Optionee's first day of employment with the Company or any part
or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 1,500 shares of Common Stock
purchased by Optionee as part of the Initial Purchase for a
period of not less than two (2) 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., a Michigan
corporation
By: ________________________________
________________________________
Its: __________________________
_____________________________________
Thomas Kevin Sims, Optionee
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 _________________, 1996, I am entitled to purchase
1,500 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 New York Stock Exchange on April 2, 1996, as such
closing price is reported in "The Wall Street Journal." The
purchase of all One Thousand Five Hundred (1,500) shares is to be
made on or before sixty (60) days following my employment
commencement date with the Company or any subsidiary of the
Company.
I hereby elect to purchase all 1,500 shares. A personal
check [or cash, bank draft or money order] for the purchase price
is enclosed herewith.
I authorize the Company or any subsidiary of 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 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 twenty percent (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.
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 (2) 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.
________________________________
Thomas Kevin Sims
Dated: ________________, 1996
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 _______________, 1996, a nonqualified stock option
was granted to me to purchase Seven Thousand Five Hundred (7,500)
shares of Champion Enterprises Inc. Common Stock, par value $1.00
per share, at a price equal to one hundred percent (100%) of the
closing price of the Company's Common Stock on the New York Stock
Exchange on April 2, 1996, as such closing price is reported in
"The Wall Street Journal." The option exercise is subject to
(i) my initial purchase of One Thousand Five Hundred (1,500)
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 1,500
share increments, if I am still employed by the Company or any
subsidiary of 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 twenty percent (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: ________________
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this _______ day of ______________, 1996, by and between
CHAMPION ENTERPRISES INC., a Michigan corporation (the "Company")
and DON BROWN (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of 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, 7,500 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 New
York Stock Exchange on April 2, 1996, 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 1,500 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 New York Stock Exchange on
April 2, 1996, 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 sixty (60) days after the
Optionee's first day of employment with the Company or any part
or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 1,500 shares of Common Stock
purchased by Optionee as part of the Initial Purchase for a
period of not less than two (2) 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., a Michigan
corporation
By: ________________________________
________________________________
Its: __________________________
_____________________________________
Don Brown, Optionee
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 _________________, 1996, I am entitled to purchase
1,500 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 New York Stock Exchange on April 2, 1996, as such
closing price is reported in "The Wall Street Journal." The
purchase of all One Thousand Five Hundred (1,500) shares is to be
made on or before sixty (60) days following my employment
commencement date with the Company or any subsidiary of the
Company.
I hereby elect to purchase all 1,500 shares. A personal
check [or cash, bank draft or money order] for the purchase price
is enclosed herewith.
I authorize the Company or any subsidiary of 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 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 twenty percent (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.
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 (2) 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.
________________________________
Don Brown
Dated: ________________, 1996
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 _______________, 1996, a nonqualified stock option
was granted to me to purchase Seven Thousand Five Hundred (7,500)
shares of Champion Enterprises Inc. Common Stock, par value $1.00
per share, at a price equal to one hundred percent (100%) of the
closing price of the Company's Common Stock on the New York Stock
Exchange on April 2, 1996, as such closing price is reported in
"The Wall Street Journal." The option exercise is subject to
(i) my initial purchase of One Thousand Five Hundred (1,500)
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 1,500
share increments, if I am still employed by the Company or any
subsidiary of 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 twenty percent (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: ________________
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
made this _______ day of ______________, 1996, by and between
CHAMPION ENTERPRISES INC., a Michigan corporation (the "Company")
and KEITH BENNETT (the "Optionee").
WITNESSETH:
WHEREAS, as an inducement for the Optionee to enter into
employment with the Company or any parent or 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 any
parent or subsidiary 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 or any parent
or subsidiary of 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 or any parent or subsidiary of 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, 7,500 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 New
York Stock Exchange on April 2, 1996, 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 1,500 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 New York Stock Exchange on
April 2, 1996, 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 sixty (60) days after the
Optionee's first day of employment with the Company or any part
or subsidiary of 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 of 1986, as amended (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 or any 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 thirty (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 (1) 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 (1) 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 1,500 shares of Common Stock
purchased by Optionee as part of the Initial Purchase for a
period of not less than two (2) 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., a Michigan
corporation
By: ________________________________
________________________________
Its: __________________________
_____________________________________
Keith Bennett, Optionee
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 _________________, 1996, I am entitled to purchase
1,500 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 New York Stock Exchange on April 2, 1996, as such
closing price is reported in "The Wall Street Journal." The
purchase of all One Thousand Five Hundred (1,500) shares is to be
made on or before sixty (60) days following my employment
commencement date with the Company or any subsidiary of the
Company.
I hereby elect to purchase all 1,500 shares. A personal
check [or cash, bank draft or money order] for the purchase price
is enclosed herewith.
I authorize the Company or any subsidiary of 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 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 twenty percent (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.
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 (2) 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.
________________________________
Keith Bennett
Dated: ________________, 1996
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 _______________, 1996, a nonqualified stock option
was granted to me to purchase Seven Thousand Five Hundred (7,500)
shares of Champion Enterprises Inc. Common Stock, par value $1.00
per share, at a price equal to one hundred percent (100%) of the
closing price of the Company's Common Stock on the New York Stock
Exchange on April 2, 1996, as such closing price is reported in
"The Wall Street Journal." The option exercise is subject to
(i) my initial purchase of One Thousand Five Hundred (1,500)
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 1,500
share increments, if I am still employed by the Company or any
subsidiary of 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 twenty percent (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: ________________
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
9, 1996, which appears on page F-2 of Champion Enterprises,
Inc.'s Annual Report on Form 10-K for the year ended December
30, 1995. 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 8, 1996
