exv10w7xay



 







    Exhibit 10.7(a)



 




    CLARCOR
    INC.

    STOCK OPTION AGREEMENT



 



    CLARCOR Inc., A Delaware corporation (the “Company”),
    hereby grants
    to          
    (the “Optionee”) as
    of          
    (the “Option Date”), pursuant to the provisions of the
    CLARCOR Inc. 2004 Incentive Plan (the “Plan”), a
    non-qualified option to purchase from the Company (the
    “Option”)           shares
    (“Option Stock”) of its Common Stock, $1 par
    value (“Stock”), at the price of
    $      per share upon and subject to
    the terms and conditions set forth below. Capitalized terms not
    defined herein shall have the meanings specified in the Plan.



 



    1.   Time and Manner of Exercise of Option.



 


			
	 	    1.1. 
	
    Maximum Term of Option.  In no event may the
    Option be exercised, in whole or in part
    after          
    (the “Expiration Date”).

	 
	 	    1.2. 
	
    Exercise of Option.  (a) Subject to
    Sections 1 (b), (c), (d) and 2.1 of this Agreement,
    this Option shall be exercisable in accordance with the
    following schedule:




 


	 	 	 	 	 
	
 
	
 
	
    Percentage of

    
	
 

	
 
	
 
	
    Option Stock 
	
 

	 

	

    From Option Date to 1st Anniversary of Option Date


	
 
	
 
	
    0
	
    %

	

    From 1st Anniversary of Option Date to 2nd Anniversary of Option
    Date


	
 
	
 
	
    up to 25
	
    %

	

    From 2nd Anniversary of Option Date to 3rd Anniversary of Option
    Date


	
 
	
 
	
    up to 50
	
    %

	

    From 3rd Anniversary of Option Date to 4th Anniversary of
    Option Date


	
 
	
 
	
    up to 75
	
    %

	

    Thereafter through the Expiration Date


	
 
	
 
	
    up to 100
	
    %









 



    The foregoing subject to Sections 1(b), (c), (d), and
    (e) of this Agreement and Section VII 8. of the Plan.



 



    (b) If the Optionee’s employment by the company
    terminates by reason of Disability or death, the Option shall
    become fully exercisable and may thereafter be exercised by the
    Optionee or the Optionee’s Legal Representative for a
    period of 2 years after the effective date of the
    Optionee’s termination of employment or until the
    Expiration Date, whichever period is shorter.



 



    (c) If the Optionee’s employment by the Company
    terminates by reason of retirement on or after age 60 (or
    prior to such age with the consent of the Committee), the Option
    shall become fully exercisable and may thereafter be exercised
    by the Optionee or the Optionee’s Legal Representative for
    a period of 5 years after the effective date of the
    Optionee’s termination of employment or until the
    Expiration Date, whichever period is shorter.



 



    (d) Except as provided in Section 2.1, if the
    Optionee’s employment by the Company terminates for any
    reason other than Disability, retirement on or after age 60
    (or prior to such age with the consent of the Committee) or
    death, the Option shall terminate 90 days after the date of
    such termination of employment or until the Expiration Date,
    whichever period is shorter. The Option shall be exercisable
    only to the extent the Option was exercisable on the date of
    Optionee’s termination of employment.



 



    (e) If the Optionee dies during the respective periods
    specified and determined in accordance with
    Sections 1.2(b), (c) or (d) above, the Option
    shall be exercisable only to the extent the Option was
    exercisable on the date of Optionee’s death and may
    thereafter be exercised by Optionee’s Legal Representative
    for a period of two years after the date of death or until the
    Expiration Date whichever period is shorter.



 


			
	 	    1.3. 
	
    Method of Exercise.  (a) Subject to the
    limitations set forth in this Agreement, the Option may be
    exercised by the Optionee (1) by giving written notice to
    the Company specifying the number of whole shares of Stock to be
    purchased and accompanied by payment therefore in full (or
    arrangement made for such payment to the Committee’s
    satisfaction) either (i) in cash, (ii) in previously
    owned whole shares of Stock (which the Optionee has held for at
    least six months prior to the delivery of such shares and for
    which the Optionee has good title free and clear of all liens
    and encumbrances) having a Fair Market Value, determined as of
    the date of exercise, equal to the aggregate purchase price
    payable pursuant to the Option by reason of such exercise or
    (iii) a combination of (i) and (ii), and (2) by
    executing such documents as the Company may reasonably request.
    The Committee shall have sole discretion to














 





			
	 	
	
    disapprove of an election pursuant to clauses (ii) and
    (iii). No share of Stock shall be delivered until the full
    purchase price therefore has been paid.




 


			
	 	    2.   
	
    Additional Terms and Conditions of Option.




 


			
	 	    2.1 
	
    Special Forfeiture/Repayment Rules.  For so
    long as Optionee continues as an employee with the Company and
    for two years (or one year in the case of Triggering Conduct
    under Section 2.1(c)(3)) following Optionee’s
    termination of employment with the Company regardless of the
    reason (“Restricted Period”), Optionee agrees not to
    engage in Triggering Conduct. If Optionee engages in Triggering
    Conduct during the Restricted Period, then:




 



    (a) the Option (or any part thereof that has not been
    exercised) shall immediately and automatically terminate, be
    forfeited, and shall cease to be exercisable at any time;
    and



 



    (b) Optionee shall, within 30 days following written
    notice from the Company, pay the Company an amount equal to
    (1) the gross option gain realized or obtained by Optionee
    or any transferee resulting from the exercise of such Option,
    measured by the greater of (i) the difference between the
    Fair Market Value of the Option Stock underlying the Option on
    the exercise date and the exercise price paid for such Option
    Stock and (ii) the positive difference, if any, between the
    Fair Market Value of the Option Stock underlying the Option on
    the date of disposition of such Option Stock and the exercise
    price paid for such Option Stock, with respect to any portion of
    the Option that had already been exercised at any time within
    two years prior to the Triggering Conduct (the “Look-Back
    Period”), less (2) $1.00. Optionee may be released
    from Optionee’s obligations under this Section 2.1
    only if the Company (or its duly appointed designee) determines,
    in writing and in its sole discretion, that such action is in
    the best interests of the Company. Nothing in this
    Section 2.1 prohibits Optionee from engaging in Triggering
    Conduct. Violation of this Section 2.1 shall, however,
    result in the economic forfeiture or repayment of the benefits
    granted by this Agreement, as provided above, under certain
    circumstances, including, but not limited to, Optionee’s
    acceptance of employment with an entity that is in competition
    with the business conducted by the Company or any of its
    subsidiaries or affiliates (a “Competitor”). Optionee
    agrees to provide the Company with at least 10 days written
    notice prior to directly or indirectly accepting employment with
    or serving as a consultant or advisor or in any other capacity
    to a Competitor, and further agrees to inform any such
    Competitor, before accepting employment or other service
    engagement, of the terms of this Section 2.1 and
    Optionee’s continuing obligations contained herein. No
    provision of this Agreement shall diminish, negate, modify or
    otherwise impact any separate restrictive covenant or other
    Agreement to which Optionee may be a party. Optionee
    acknowledges and agrees that the restrictions contained in this
    Agreement are being made for the benefit of the Company in
    consideration of the Option grant hereunder and for exposing
    Optionee to the Company’s business operations and
    Confidential Information, and for other good and valuable
    consideration, the adequacy of which consideration is hereby
    expressly confirmed. Optionee further acknowledges that the
    receipt of the Option and execution of this Agreement are
    voluntary actions on the part of Optionee and that the Company
    is unwilling to grant the Option to Optionee without including
    the restrictions and covenants of Optionee contained in this
    Agreement.



 



    (c) Triggering Conduct.  As used in this
    Agreement, “Triggering Conduct” shall include:
    (1) disclosing or using in any capacity other than as
    necessary in the performance of duties assigned by the Company
    any Confidential Information or trade secrets of the Company;
    (2) directly or indirectly employing, contacting concerning
    employment, or participating in any way in the recruitment for
    employment or other service-provider relationship of (whether as
    an employee, officer, director, agent, consultant or independent
    contractor) any person who was or is an employee or director of
    the Company at any time within the 12 months prior to the
    termination of Optionee’s employment with the Company; or
    (3) accepting employment with or serving as a consultant or
    advisor or in any substantially similar capacity for any
    Competitor either during Optionee’s employment or within
    one year following Optionee’s termination of employment
    with the Company. For purposes of this section,
    “Confidential Information” shall mean all information
    in documents or computer storage media which has been disclosed
    to or obtained by Employee during or as a consequence of
    employment with the Company and which concerns in any way:



 



    (i) the Company’s business, financial condition,
    results of operations, practices, strategies, forecasts or plans
    with respect to pricing, marketing, manufacturing, purchasing,
    research and development, and the purchase or sale of equipment,
    inventory, stock or other assets;













 





 



    (ii) persons or entities which purchase, or have been
    solicited or identified for solicitation to purchase, the
    Company’s products or services, including but not limited
    to information concerning the nature of their business, the
    identity of their purchasing agents, their purchasing and
    stocking requirements, purchasing and resale patterns and
    procedures, product applications, uses, preferences and needs,
    prices paid for particular products, and other information
    obtained by the Company through contacts with, or inquiries or
    research about, the customers;



 



    (iii) the engineering, performance, manufacturing and cost
    characteristics of the Company’s products and services;



 



    (iv) the identity of the Company’s suppliers and the
    production, distribution or pricing of their products or
    services;



 



    (v) the identity of other employees of the Company, and
    their responsibilities, background, training, competence,
    abilities or compensation; and



 



    (vi) any other information not available in the public
    domain which is useful or of value to the Company and which has
    been identified to or is understood by the Company as being
    confidential to the Company.



 


			
	 	    2.2. 
	
    Withholding Taxes.  (a) As a condition
    precedent to any exercise of the Option, the Optionee shall,
    upon request by the Company, pay to the Company in addition to
    the purchase price of the Option Stock, such amount of cash as
    may be determined, under all applicable federal, state, local or
    other laws or regulations, to withhold and pay over as income or
    other withholding taxes (the “Tax Payments”) with
    respect to such exercise of the Option. If the Optionee shall
    fail to advance the Tax Payments after request by the Company,
    the Company may, in its discretion, deduct any Tax Payments from
    any amount then or thereafter payable by the Company to the
    Optionee.




 



    (b) The Optionee may elect to satisfy his or her obligation
    to advance the Tax Payments by any of the following means:
    (1) a cash payment to the Company pursuant to
    Section 2.1(a), (2) delivery to the Company of
    previously owned whole shares of Stock (which the Optionee has
    held for at least six months prior to the delivery of such
    shares and for which the Optionee has good title, free and clear
    of all liens and encumbrances) having a Fair Market Value
    determined as of the date the obligation to withhold or pay
    taxes first arises in connection with the Option (the “Tax
    Date”), (3) authorizing the Company to withhold whole
    shares of Stock which would otherwise be delivered to the
    Optionee upon exercise of the Option having a Fair Market Value
    determined as of the Tax Date, (4) any combination of (1),
    (2) and (3). The Committee shall have sole discretion to
    disapprove of an election pursuant to any of clauses
    (2) — (4). Shares of Stock to be delivered or withheld
    may not have a Fair Market Value in excess of the minimum amount
    of the Tax Payments, but not in excess of the amount determined
    by applying the Optionee’s maximum marginal tax rate.



 


			
	 	    2.3. 
	
    Compliance with Applicable Law.  The Option is
    subject to the condition that if the listing, registration or
    qualification of the shares subject to the Option upon any
    securities exchange or under any law, or the consent or approval
    of any governmental body, or the taking of any other action is
    necessary or desirable as a condition of, or in connection with,
    the purchase or delivery of shares hereunder, the Option may not
    be exercised, in whole or in part, unless such listing,
    registration, qualification, consent or approval shall have been
    effected or obtained, free of any conditions not acceptable to
    the Company. The Company agrees to use reasonable efforts to
    effect or obtain any such listing, registration, qualification,
    consent or approval.

	 
	 	    2.4. 
	
    Option Confers No Rights as Stockholder.  The
    Optionee shall not be entitled to any privileges of ownership
    with respect to shares of Stock subject to the Option unless and
    until purchased and delivered upon the exercise of the Option,
    in whole or in part, and the Optionee becomes a stockholder of
    record with respect to such delivered shares; and the Optionee
    shall not be considered a stockholder of the Company with
    respect to any such shares not so purchased and delivered.

	 
	 	    2.5. 
	
    Option Confers No Rights to Continued
    Employment.  In no event shall the granting of the
    Option or its acceptance by the Optionee give or be deemed to
    give the Optionee any right to continued employment by the
    Company or any affiliate of the Company.

	 
	 	    2.6. 
	
    Agreement Subject to the Plan.  All of the
    terms and conditions applicable to this Agreement and the Option
    are not set forth herein. Reference is made to the Plan for a
    complete statement of such terms and














 





			
	 	
	
    conditions. This Agreement is subject to the provisions of the
    Plan, and shall be interpreted in accordance therewith. The
    Optionee hereby acknowledges receipt of a copy of the Plan.




 


			
	 	    2.7. 
	
    Meaning of “Legal
    Representative”.  As used herein, the term
    “Legal Representative” shall include an executor,
    administrator, guardian, legal representative or other person
    acting in a similar capacity.

	 
	 	    2.8. 
	
    Successors.  This Agreement shall be binding
    upon and inure to the benefit of any successor or successors of
    the Company and any person or persons who shall, upon the death
    of the Optionee, acquire any rights hereunder in accordance with
    this Agreement or the Plan.

	 
	 	    2.9. 
	
    Governing Law.  The Option, this Agreement, and
    all determinations made and legal actions taken pursuant hereto
    and thereto, to the extent not governed by the laws of the
    United States, shall be governed by the laws of the State of
    Tennessee and construed in accordance therewith without regard
    to principles of conflicts of laws.




 



    CLARCOR Inc.



 



    By: ­
    ­



 



    Accepted
    this ­
    ­
    day of



 








    ­
    ­,
    200