EXHIBIT 10(C) TO FORM 10-K
Published on
Exhibit 10(e)
MIDWEST GRAIN PRODUCTS, INC.
INCENTIVE STOCK OPTION
GRANTED UNDER THE STOCK INCENTIVE PLAN OF 1996
Date of Grant: January 5, 1996 12,000 Shares
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Time of Grant: 10:15 a.m. CST
THIS OPTION IS NOT ASSIGNABLE
Grant. Midwest Grain Products, Inc., a Kansas corporation (the
"Company"), hereby grants to the optionee named below an option to purchase, in
accordance with and subject to the terms and restrictions set forth in the
Midwest Grain Products, Inc. Stock Incentive Plan of 1996 (the "Plan") and in
this option, the number of shares of Common Stock, no par value, of the Company
("Shares") set forth below, at the price set forth below and expiring at the
date set forth below:
Optionee: Robert G. Booe
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Number of Shares subject to option: 12,000
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Number of such Shares to be Incentive Options: 9,000
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Number of such Shares to be Nonqualified Options: 3,000
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Option price per Share: $14.00
Incentive Stock Option. This option is intended to qualify as an
incentive stock option under Section 422 of the Code, as amended from time to
time ("Incentive Option") as to the shares specified above to be Incentive
Options and as a nonqualified option as to the remainder of such shares
("Nonqualified Option"); provided that to the extent that the aggregate fair
market value (as defined in the Code), of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by you during any
calendar year under the Plan or any other Company plan exceeds $100,000, this
Option shall be treated as a Nonqualified Option in accordance with the
provisions of Section 422 of the Code, as amended.
Exercisability.
(a) Incentive Option Installments. Subject to the $100,000
limitation, the Incentive options shall become exercisable as to all or any part
of 3,000 shares upon the first anniversary of the Date of Grant, 3,000 shares
upon the second anniversary of the Date of Grant, 1,500 shares on the third
anniversary of the Date of Grant and 1,500 shares on the fourth anniversary of
the Date of Grant.
(b) Nonqualified Option Installments. The Nonqualified options
shall become exercisable as to all or any part of 0 shares upon the first
anniversary of the Date of Grant, 0 shares upon the second anniversary of
the Date of Grant, 1,500 shares on the third anniversary of the Date of Grant
and 1,500 shares on the fourth anniversary of the Date of Grant.
(c) Other Provision concerning Exercisability. The options
shall otherwise be exercisable to the extent permitted in the Plan, including
provisions therein relating to a Change In Control, death, retirement or other
termination of employment. Installments or portions thereof not exercised in
earlier periods shall be cumulative and shall be available for exercise in later
periods.
Term. All options granted to you under this grant must be exercised, if
at all, within five years after the date of this grant. In the event of your
death, retirement from the Company or other termination of employment, whether
voluntary or involuntary, the options will expire and may be exercised in the
manner specified in Section 6 of the Plan.
Exercise. Upon exercise of an option, you may pay all or any part of
the option price in cash, by check satisfactory to the Company or by transfer to
the Company of shares of Mature Stock or other Common Stock which was not
obtained through the exercise of a stock option owned by the Optionee or by the
withholding of shares to be distributed in connection with the exercise of this
Option. Notwithstanding the foregoing, Shares issued under an Incentive Stock
Option may not be withheld to pay any portion of the purchase price. Common
Stock transferred to the Company or withheld from shares to be distributed in
payment of the option price or withholding taxes shall be valued at the Fair
Market Value of the Common Stock on the date of the exercise.
Option Not Assignable. This Option is not transferable by you otherwise
than by will or the laws of descent and distribution, and is exercisable, during
your lifetime, only by you.
Not a 10% Owner. You hereby certify that, at the date hereof, you
believe that you do not own stock of the Company that possesses more than 10
percent of the total combined voting power of all classes of stock of the
Company or of any parent or subsidiary of the Company.
Payment of Taxes. The Plan grants the Company the authority to make
such provision as the Company deems appropriate for the collection of any taxes
which the Company may withhold in connection with the grant or exercise of
options. Pursuant to that authority, the Company authorizes you to settle
withholding taxes generated upon the exercise of Nonqualified Options by
allowing you to pay the taxes with cash or shares of the Company's Common Stock
in accordance with the following guidelines:
1. You may satisfy obligations to pay to the Company the amount
of any federal, state or local income tax imposed on you as a result of the
exercise of this option by either:
(a) Delivering to the Company a personal check
satisfactory to the Company in the amount of the tax liability on the date that
the amount of the tax to be withheld is to be determined (the "Tax Date"); or by
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(b) Electing to pay the tax liability in shares of the
Company's Common Stock ("Stock Payment Election") by
(1) directing the Company at or prior to the Tax
Date to withhold from the number of shares to be issued to the optionee in
connection with the exercise of a Nonqualified Option that number of shares
equal to the amount of the tax liability divided by the fair market value (as
defined by the Plans) of one share of the Company's common stock on the Tax
Date; or
(2) delivering to the Company on the Tax Date
good and marketable title to that number of shares of Mature Stock (as defined
in the Plan) or other Stock which was not obtained through the exercise of a
stock option owned by you, as shall equal the amount of the tax liability
divided by the fair market value of one share of the Company's common stock on
the Tax Date.
2. If you are subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, then you may settle the tax liability pursuant to a Stock
Payment Election only in accordance with the following additional restrictions
so long as Rule 16b-3, as amended, imposes such requirements:
(a) A Stock Payment Election that is made by delivering pre
owned shares under 1(b)(2) above may be made by delivering the shares concurrent
with the exercise of the option whether or not the option is exercised during
the third through the twelfth business days following the release of quarterly
financial information ("window period)." However, a Stock Payment Election that
is made by directing the Company to withhold shares to satisfy the taxes must be
made either (i) during a window period in which the option is exercised or
before such window period so long as the election takes effect in that window
period or (ii) six months before the date the option is exercised.
(b) A Stock Payment Election must be made in writing and
shall be irrevocable by you once made;
(c) The Committee shall have the right at any time to
disapprove the election at any time after it is made; and
(d) The election must be made at least six months after
the Date of Grant.
3. No fractional shares will be issued in connection with any election to
satisfy a tax liability by paying in shares. The balance of any tax liability
representing a fraction of a share will be settled in cash.
4. The amount of tax which may be paid by an optionee pursuant to a Stock
Payment Election will be the federal, state and local income taxes (including
FICA taxes) applicable to the exercise of the option determined by applying the
higher of either (a) the rate normally applied to the optionee's regular wages
by the Company or (b) the employee's highest applicable maximum marginal tax
rate, such rate to be selected by the optionee at the time of the election to
pay the taxes with surrendered or withheld shares.
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5. The provisions of these rules relating to the use of stock to satisfy
obligations may be unilaterally revised by the Committee from time to time to
conform the same to any applicable laws or regulations.
Compliance With Law. When the issue or transfer of the shares covered by
this option may, in the opinion of the Company, conflict or be inconsistent with
any applicable law or regulation of any governmental agency having jurisdiction,
the Company reserves the right to refuse to issue or transfer said stock. The
Company may also legend certificates covering shares purchase hereunder with
usual and customary transfer restrictions to insure compliance with applicable
securities laws, and may issue the same subject to its prior receipt of written
representations from optionee in form and substance satisfactory to the Company.
Option Subject to Stockholder Approval. This Stock Option shall become
null and void if the Plan is not approved by the Stockholders of the Company
prior to January 5, 1997, in accordance with the terms of the Plan. In such
event all benefits conferred hereunder shall be deemed canceled and you shall
have no further rights hereunder or by virtue hereof.
IN WITNESS WHEREOF, this instrument has been executed by the Company as of
this 5th day of January, 1996.
MIDWEST GRAIN PRODUCTS, INC.
By /s/Laidacker M. Seaberg
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Laidacker M. Seaberg
President and Chief Executive
Officer
ACKNOWLEDGEMENT
I hereby acknowledge receipt of the above option and a copy of the Plan
referred to in said option. I am familiar with the terms of the Plan, and I
understand my rights under the option are subject to and governed by the terms
of the Plan, as well as by the terms set forth in the foregoing option itself.
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1-5-96 /s/Robert G. Booe
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Date Acknowledged Signature of Optionee
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