Sample Business Contracts

Nonqualified Stock Option Agreement - Master Graphics Inc.

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                 [Form of Nonqualified stock Option Agreement]


     This Nonqualified Stock Option Agreement ("Option Agreement") is between
MASTER GRAPHICS, INC., a Tennessee corporation (the "Company"), and
_____________________ (the "Optionee").

     1.   GRANT OF OPTION.  Subject to the terms and conditions of this
Agreement and the 1998 Equity Compensation Plan (the "Plan"), the Company hereby
irrevocably grants to Optionee the right and option ("Option") to purchase from
the Company that certain number of shares of the Company's common stock, $0.001
par value ("Common Stock"), equal to (a) _________________ divided by (b) the
initial public offering price per share of the Common Stock (the "IPO Price").
The per share exercise price (the "Exercise Price") shall equal the IPO Price.

     2.   OPTION PERIOD.  The Option herein granted may be exercised by Optionee
in whole or in part at any time during a 10-year period (the "Option Period")
beginning on the date on which the Company completes its initial public offering
(the "Grant Date") subject to the limitation that said Option shall be
exercisable in increments ratably as set forth in EXHIBIT A hereto (the "Vesting
Schedule"), determined by the number of full years of employment with the
Company or its Affiliates from the Grant Date, to the date of such exercise.
Notwithstanding anything in this Option Agreement to the contrary, (i) the
vesting schedule is subject to SECTION 8 herein and (ii) the Committee, in its
sole discretion, may waive the Vesting Schedule and, upon written notice to the
Optionee, accelerate the earliest date or dates on which any of the Options
granted hereunder are exercisable.

     3.   PROCEDURE OF EXERCISE.  The vested portion of the Option may be
exercised by written notice by Optionee to the Secretary of the Company setting
forth the number of shares of Common Stock with respect to which the Option is
to be exercised accompanied by payment for the shares to be purchased, and
specifying the address to which the certificate for such shares is to be mailed.
The notice shall be accompanied by one or a combination of the following payment
methods, equal in value to the aggregate exercise price: (i) cash, cashier's
check, bank draft, or postal or express money order payable to the order of the
Company, (ii) certificates representing shares of Common Stock owned by Optionee
duly endorsed for transfer to the Company, or (iii) a written election by
Optionee to transact a "cashless exercise" as described in SECTION 6(d)(iii) of
the Plan.  Notice may also be delivered by facsimile provided that the Exercise
Price of such shares is received by the Company via wire transfer on the same
day the facsimile transmission is received by the Company.  An option to
purchase shares of Common Stock in accordance with this Plan shall be deemed to
have been exercised immediately prior to the close of business on the date (i)
written notice of such exercise and (ii) payment in full of the Exercise Price
for the number of shares for which Options are being exercised, are both
received by the Company, and Optionee shall be treated for all purposes as the
record holder of such shares of Common Stock as of such date.

     As promptly as practicable after receipt of such written notice and
payment, the Company shall deliver to Optionee certificates for the number of
shares with respect to which such Option has been so exercised, issued in
Optionee's name or such other name as Optionee directs; provided, however, that
such delivery shall be deemed effective for all purposes when a stock transfer
agent of the Company shall have deposited such certificates in the United States
mail, addressed to Optionee at the address specified pursuant to this SECTION 3.

     4.   TERMINATION OF EMPLOYMENT.  If Optionee's employment with the Company
or its Affiliates is terminated during the Option Period for any reason other
than death or disability, Options granted to Optionee which are not exercisable
on such date shall terminate.  Any Options which are exercisable on the date of
Optionee's termination of employment shall expire upon the earlier of (i) the
expiration of the remaining term of the Option or (ii) 30 days from the date of
such termination of employment.
     5.   DEATH OR DISABILITY.  If Optionee's employment with the Company or its
Affiliates is terminated by death or disability, all Options hereunder
exercisable at the date of such death or disability shall be thereafter
exercisable by Optionee, his executor or administrator, or the person or persons
to whom his rights under this Option Agreement shall pass by will or by the laws
of descent and distribution, as the case may be, for a period of one year from
the date of Optionee's death or disability, unless this Option Agreement should
earlier terminate in accordance with its other terms.  In no event may any
Option be exercised after the end of the Option Period.  Optionee shall be
deemed to be disabled if, in the opinion of a physician selected by the
Committee, he or she is incapable of performing services for the Company or its
Affiliates by reason of any medically determinable physical or mental impairment
which can be expected to result in death or to be of a long, continued and
indefinite duration.

     6.   TRANSFERABILITY.  This Option shall not be transferable by Optionee
otherwise than by Optionee's will or by the laws of descent and distribution.
During the lifetime of Optionee, the Option shall be exercisable only by him.
Any heir or legatee of Optionee shall take rights herein granted subject to the
terms and conditions hereof.  No such transfer of this Option Agreement to heirs
or legatees of Optionee shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy of such
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions hereof.

     7.   NO RIGHTS AS SHAREHOLDER.  Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock covered by this Option
Agreement until the date of issuance of a certificate for shares of Common Stock
purchased pursuant to this Option Agreement.  Until such time, Optionee shall
not be entitled to dividends or to vote at meetings of the shareholders of the
Company.  Except as provided in SECTION 10 hereof, no adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash or securities or other
property) paid or distributions or other rights granted in respect of any share
of Common Stock for which the record date for such payment, distribution or
grant is prior to the date upon which the Optionee shall have been issued share
certificates, as provided hereinabove.

     8.   CHANGE OF CONTROL.  In the event of a Change of Control (as defined in
the Plan), all outstanding Options, whether exercisable or not, shall
immediately vest and become exercisable. Further, in the event of a Change of
Control, the Committee, in its discretion, shall act to effect one or more of
the alternatives set forth in SECTION 12 of the Plan.

     9.   CORPORATE TRANSACTIONS.  If the Company merges, consolidates, sells
all of its assets or dissolves and such transaction is not a Change of Control,
then thereafter upon any exercise of the Option hereunder, the Optionee shall be
entitled to purchase under the Option, in lieu of the number of shares of Common
Stock covered by this Option then exercisable, the number and class of shares of
stock and securities to which the Optionee would have been entitled pursuant to
the terms of the agreement of merger, consolidation, sale of assets or
dissolution, if, immediately prior to such agreement of merger, consolidation,
sale of assets or dissolution, the Optionee had been the holder of record of the
number of shares of Common Stock as to which the Option is then exercisable.

     10.  CHANGES IN CAPITAL STRUCTURE.  If the outstanding shares of Common
Stock of the Company shall at any time be changed or exchanged by declaration of
a stock dividend, stock split, combination of shares, or recapitalization, the
number and kind of shares subject to the Option heretofore granted, and the
Exercise Price, shall be appropriately and equitably adjusted so as to maintain
the proportionate number of shares without changing the aggregate Exercise

     11.  OTHER CORPORATE TRANSACTIONS.  The existence of outstanding Options
shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Common Stock or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceedings, whether of a similar character or otherwise.
In the event of changes in the outstanding Common Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations, or
exchanges or other relative changes in capitalization occurring after the Grant
Date and not otherwise provided for by SECTIONS 8, SECTION 9 and SECTION 10
                                       ----------  ---------    -----------
above, this Option shall be 

subject to adjustment by the Committee at its discretion as to the number and
price of shares of Common Stock or other considerations subject to this Option.

     12.  COMPLIANCE WITH SECURITIES LAWS.  Upon the acquisition of any shares
pursuant to the exercise of the  Option herein granted, Optionee (or any person
acting under SECTION 6) will enter into such written representations, warranties
and agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Option Agreement.

     13.  COMPLIANCE WITH LAWS.  Notwithstanding any of the other provisions
hereof, Optionee agrees that he will not exercise the Option(s) granted hereby,
and that the Company will not be obligated to issue any shares pursuant to this
Option Agreement, if the exercise of the Option(s) or the issuance of such
shares of Common Stock would constitute a violation by the Optionee or by the
Company of any provision of any law or regulation of any governmental authority.

     14.  WITHHOLDING OF TAX.  To the extent that the exercise of this Option or
the disposition of shares of Common Stock acquired by exercise of this Option
results in compensation income to the Optionee for federal or state income tax
purposes, the Optionee shall pay to the Company at the time of such exercise or
disposition (or such other time as the law permits if the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended) such amount of
money as the Company may require to meet its obligation under applicable tax
laws or regulations; and, if the Optionee fails to do so, the Company is
authorized to withhold from any cash remuneration then or thereafter payable to
the Optionee any tax required to be withheld by reason of such resulting
compensation income, or the Company may otherwise refuse to issue or transfer
any shares otherwise required to be issued or transferred pursuant to the terms

     15.  RESOLUTION OF DISPUTES.  As a condition of the granting of the Option
hereby, the Optionee and his heirs and successors agree that any dispute or
disagreement which may arise hereunder shall be determined by the Committee in
its sole discretion and judgment, and that any such determination and any
interpretation by the Committee of the terms of this Option Agreement shall be
final and shall be binding and conclusive, for all purposes, upon the Company,
Optionee, his heirs and personal representatives.

     16.  LEGENDS ON CERTIFICATES.  The certificates representing the shares of
Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stop-transfer instructions with
respect to such shares.

     17.  NOTICES.  Every notice hereunder shall be in writing and shall be
given by registered or certified mail.  All notices of the exercise of any
Option hereunder shall be directed to the Company at its principal place of
business at Memphis, Tennessee (Attention: Corporate Secretary).  Any notice
given by the Company to Optionee directed to him at his address on file with the
Company shall be effective to bind him and any other person who shall acquire
rights hereunder. The Company shall be under no obligation whatsoever to advise
Optionee of the existence, maturity or termination of any of Optionee's rights
hereunder and Optionee shall be deemed to have familiarized himself with all
matters contained herein and in the Plan which may affect any of Optionee's
rights or privileges hereunder.

     18.  CONSTRUCTION AND INTERPRETATION.  Whenever the term "Optionee" is used
herein under the circumstances applicable to any other person or persons to whom
this award, in accordance with the provisions of SECTION 6 hereof, may be
transferred, the term "Optionee" shall be deemed to include such person or
persons.  References to the masculine gender herein also include the feminine
gender for all purposes.

     19.  AGREEMENT SUBJECT TO PLAN.  This Option Agreement is subject to the
Plan.  The terms and provisions of the Plan (including any subsequent amendments
thereto) are hereby incorporated herein by reference thereto.  In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan will govern and
prevail.  All definitions of words and terms contained in the Plan shall be
applicable to this Option Agreement.

     20.  EMPLOYMENT RELATIONSHIP.  Employees shall be considered to be in the
employment of the Company as long as they remain employees of the Company or an
Affiliate.  Any questions as to whether and when there has been a termination of
such employment and the cause of such termination shall be determined by the
Committee, and its determination shall be final. Nothing contained herein shall
be construed as conferring upon the Optionee the right to continue in the employ
of the Company, nor shall anything contained herein be construed or interpreted
to limit the "employment at will" relationship between the Optionee and the

     21.  BINDING EFFECT.  This Option Agreement shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under Optionee.

     IN WITNESS WHEREOF, this Option Agreement has been executed as of the _____
day of _____, 19__.

                                          MASTER GRAPHICS, INC.



                                   EXHIBIT A

                               VESTING SCHEDULE


           CONDITIONS TO VESTING                                    AMOUNT EXERCISABLE
           ---------------------                                    ------------------
Upon the continuous employment by Optionee              Cumulative proportion of the Stock as to all
through the anniversary of the Nonqualified Stock       or part of which the Option can be exercised
 Option Agreement indicated below:                      after satisfaction of the respective conditions
                                                        to vesting:

First Anniversary                                       25%

Second Anniversary                                      50%

Third Anniversary                                       100%