Non-Statutory Stock Option Agreement under the Journal Communications, Inc. 2003 Equity Incentive Plan
This agreement is between Journal Communications, Inc. and a company director, granting the director a non-statutory option to purchase shares of the company’s Class B-2 common stock under the 2003 Equity Incentive Plan. The agreement outlines the exercise price, vesting schedule, and conditions for exercising the option, including what happens if the director leaves the company. The director must follow specific procedures to exercise the option and may transfer it to certain family members or beneficiaries. The agreement also notes that exercising the option may have tax and legal consequences.
JOURNAL COMMUNICATIONS, INC. 2003 EQUITY INCENTIVE PLAN
(NON-STATUTORY STOCK OPTION GRANT)
THIS AGREEMENT is effective as of (hereinafter referred to as the Grant Date) and is by and between Journal Communications, Inc., a Wisconsin corporation (hereinafter referred to as the Company) and (hereinafter referred to as the Participant).
PREMISES:
The Company has adopted the Journal Communications, Inc. 2003 Equity Incentive Plan (hereinafter referred to as the Plan) to permit the granting of a non-statutory stock option (hereinafter referred to as Option) to purchase shares of Class B-2 common stock of the Company, $.01 par value (hereinafter referred to as Stock), to Directors of the Company; and
The Participant is a Director of the Company and the Company wishes to acknowledge his or her efforts toward the successful operation of the business and to provide him or her a means to acquire and/or increase his or her proprietary interest in the Company.
Participant has been granted the Option to purchase shares of Stock and the Company and the Participant wish to clarify their respective rights with respect to the Option.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of the Plan, a copy of which is attached hereto and made a part hereof, and this Agreement, the Company awards the Participant the Option to purchase shares of Stock of the Company.
2. Exercise Price. The exercise price at which the shares of Stock may be purchased on the exercise of the Option shall be $ per share (hereinafter referred to as the Exercise Price), which was the Fair Market Value (as that term is defined in the Plan) on the Grant Date or such greater amount as determined by the Compensation Committee of the Board (hereinafter referred to as the Committee).
3. Vesting Exercisability and Termination of Option. The Option shall become vested and exercisable with respect to the shares on . The shares may be purchased in whole or in part at any time after such shares become vested. The Committee may, in its sole discretion, accelerate the time at which any Option may be exercised. Except in the event the Participant is removed as a Director for Cause, the Option shall be exercisable for seven (7) years after the Grant Date. In the event of termination of service due to a Participants death, disability, retirement, or a Change in Control, the Participants Options, whether or not exercisable at such time, shall be exercisable by the Participant or his or her legal representatives or beneficiaries for one (1) year. Retirement means termination from service as a director of the company at the end of an elected term. In all events other than death, disability, retirement, a Change in Control, or termination for Cause, vested options shall remain exercisable for 30 days following termination. All rights under the Participants non-exercised Options shall terminate immediately upon the Participants termination as a Director for Cause.
4. Manner of Exercise and Payment. To exercise the Option in whole or in part, the Participant shall give written notice to the companys current Agent of Transfer, Wachovia Bank, N.A., 123 South Broad Street, 11th Floor PA1328, Journal Communications Administration Philadelphia, PA 19109, to the attention of Frank Gleason, with a copy to Daniel L. Harmsen, Vice President of Human Resources of the Company at the Companys principal office in Milwaukee, Wisconsin. This correspondence will specify the number of shares of Stock with respect to which the Participant elects to exercise the Option together with full payment of the Exercise Price. Payment of the Exercise Price may be made, in whole or in part, either (i) in cash (including check, bank draft or money order) or (ii) through the surrender of shares of Stock held by the Participant for at least six (6) months at the Fair Market Value of such shares on the date of surrender. The Participant may make a deemed or constructive transfer of shares of Stock to exercise an Option.
5. Assignments and Transfers. The Option may be exercised during the Participants lifetime by the Participant, the Participants guardian or legal representative or by a permissible transferee. The Option may be transferred by the Participant pursuant to the laws of descent and distribution upon the Participants death. The Option also shall be transferable during a Participants lifetime by the Participant to members of the Participants immediate family, trusts for the benefit of members of the Participants immediate family and charitable institutions (permissible transferees) to the extent permitted under Section 16 of the Securities Exchange Act of 1934 and subject to federal and state securities laws. The term immediate family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.
6. Voting and Dividend Rights. No Participant shall have rights of a shareholder with respect to any shares of Stock covered by the Option until the option is exercised.
7. Status of Participant. The Option shall not confer upon the Participant the right to continue as a Director of the Company.
8. Dilution and Other Adjustments. The existence of the Option granted shall not affect in any way the right or power of the Company or its shareholders to make or authorize any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company; provided, however, that the Committee shall make such adjustments to previous grants to prevent dilution or enlargement of the rights of the Participant as provided in the Plan. No such adjustments may materially change the value of benefits available to the Participant under a previously granted award.
2
9. Transfer Restrictions. Shares acquired upon the exercise of the Option may not be sold or otherwise disposed of except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or in a transaction which, in the opinion of counsel for the Company, is exempt from registration under said Act. In addition, shares acquired upon the exercise of the option are subject to the terms of the Companys articles of incorporation.
10. Definitions. The definition of any term not defined in this Agreement shall be defined as such term is defined in the Plan.
11. Interpretation. As a condition of the granting of the Option, the Participant agrees for the Participant, the Participants beneficiaries and the Participants legal representatives, that any dispute or disagreement that may arise under or as a result of or pursuant to this Agreement shall be determined by the Committee in its sole discretion, and any interpretation or determination by the Committee of the terms of this Agreement shall be binding and conclusive.
12. Professional Advice. The acceptance and exercise of the Option may have consequences under federal and state tax and securities laws that may vary depending on the individual circumstances of the Participant. Accordingly, the Participant acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in connection with this Agreement and his or her dealing with respect to the Stock.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers and its corporate seal hereunto affixed, and the Participant has hereunto affixed his or her hand and seal, the day and year first above written.
Journal Communications, Inc. | |
___________________________________ | By:__________________________________ |
Name | |
Attest: | |
_____________________________________ |
3