Exhibit 10.14


 


NONQUALIFIED STOCK
OPTION AGREEMENT


 


NONQUALIFIED
STOCK OPTION AGREEMENT, dated as of November      ,
2004 (the “Agreement”), between LHP Holding Corp., a Delaware
corporation (the “Company”), and the grantee whose name appears on the
signature page hereof (the “Grantee”). 
Capitalized terms used in this Agreement and not defined herein shall
have the meaning ascribed to such terms in the LHP Holding Corp. 2004 Stock
Option Plan.


 


WITNESSETH:


 


WHEREAS,
the Board has adopted the Plan to motivate officers and key employees of the
Company and the Subsidiaries by providing them with an ownership interest in
the Company;


 


WHEREAS,
pursuant to the Plan, the Board has approved the grant to the Grantee of
non-qualified stock option to purchase the aggregate number of shares of Common
Stock set forth on the signature page hereof, at an exercise price of $2.37 per
share; and


 


WHEREAS,
the Grantee and the Company desire to enter into an agreement to evidence and
confirm the grant of such option on the terms and conditions set forth herein.


 


NOW,
THEREFORE, to evidence the option so granted, and set forth the terms and
conditions governing such option, the Company and the Grantee hereby agree as
follows:


 


1.             Confirmation of Grant; Exercise
Price; Plan Controls.  The Company
hereby evidences and confirms its grant to the Grantee, effective as of the
date hereof (the “Grant Date”), of an option (the “Option”) to
purchase the aggregate number of shares of Common Stock set forth on the
signature page hereof (each, a “Share” and, collectively, the “Shares”).  The Option shall have an exercise price of
$2.37 per share, subject to adjustment as provided in the Plan (the “Exercise
Price”).  The Option is not intended
to be an incentive stock option under the Code. 
The Option granted hereunder is being issued pursuant to and in
accordance with the Plan and, as such, is subject in all respects to the Plan,
all of the terms of which are made a part of and incorporated into this
Agreement.  In the event of any conflict
between any term of this Agreement and the terms of the Plan, the terms of the
Plan shall control.


 


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2.             Exercisability.  Except as otherwise provided in this
Agreement and subject to the continuous employment of the Grantee with the
Company or any Subsidiary until the applicable vesting date, the Option granted
hereby shall vest and become exercisable in four equal installments, on each of
the first four anniversaries of May 27, 2004; provided that, the Board
may accelerate the vesting or exercisability of all or any portion of the
Option, at any time and from time to time. 
Shares eligible for purchase may, subject to the provisions hereof
(including, but not limited to, the Plan as incorporated by reference herein),
thereafter be purchased, at any time and from time to time, until the date one
day prior to the date on which the Option terminates.


 


3.             Termination of the Option.


 


(a)           Normal Termination Date.  Unless an earlier termination date shall
occur as specified in Section 3(b), the Option shall terminate and be cancelled
on the tenth anniversary of the Grant Date (the “Normal Termination Date”).


 


(b)           Early Termination.


 


(i)            Death, Disability or Retirement.  In the event the Grantee’s employment with
the Company and the Subsidiaries is terminated by reason of the Grantee’s
death, Disability or Retirement, the Option (or portion thereof) then held by
the Grantee that is vested and exercisable as of the date of such termination
shall thereafter remain exercisable by the Grantee or, if applicable, the
Grantee’s beneficiary, for a period of one year from the date of such
termination, but in no event after the Normal Termination Date.


 


(ii)           For Cause.  In the event the Grantee’s employment with
the Company and the Subsidiaries is terminated by the Company for Cause, the
Option (or portion thereof) then held by the Grantee (whether or not then
vested or exercisable) shall be immediately forfeited and be canceled, in full,
on the date of such termination of employment.


 


(iii)          For Any Other Reason.  In the event the Grantee’s employment with
the Company and the Subsidiaries is terminated for any reason other than a
reason specified in Section 3(b)(i) or (ii), the Option (or portion thereof)
then held by the Grantee that is then vested and exercisable shall remain
exercisable for the 60 day period immediately 


 


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following such termination of employment or until the
Normal Termination Date, whichever period is shorter.


 


(iv)          Termination of Unvested Options.  The Option (or portion thereof) that is not
vested and exercisable following the Grantee’s termination of employment shall
be immediately forfeited and be canceled on the date of such termination of
employment.


 


4.             Restrictions on Exercise;
Non-Transferability of the Option.


 


(a)           Restrictions on Exercise.  Once vested in accordance with the provisions
of this Agreement, the Option may be exercised only with respect to full shares
of Common Stock.  No fractional shares of
Common Stock shall be issued. 
Notwithstanding any other provision of this Agreement, the Option may
not be exercised in whole or in part, and no certificates representing Shares
shall be delivered, unless (i) all requisite approvals and consents of
any governmental authority of any kind having jurisdiction over the exercise of
the Option shall have been secured, (ii) the purchase of the Shares
upon the exercise of the Option shall be exempt from registration under
applicable U.S. federal and state securities laws, and applicable non-U.S.
securities laws, or the Shares shall have been registered under such laws, and
(iii) all applicable U.S. federal, state and local and non-U.S. tax
withholding requirements shall have been satisfied.  The Company shall use commercially reasonable
efforts to obtain the consents and approvals referred to in clause (i) of the
preceding sentence.


 


(b)           Non-Transferability of the Option.  No Option may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  All
rights with respect to any Option granted to a Grantee hereunder shall be
exercisable during the Grantee’s lifetime only by such Grantee.


 


5.             Manner of Exercise.  To the extent that the Option (or portion
thereof) shall have become and remain vested and exercisable as provided in
Section 2 and subject to such reasonable administrative regulations as the
Board may have adopted, such Option (or portion thereof) may be exercised, in whole
or in part, by notice to the Secretary of the Company in writing given on the
date as of which the Grantee will so exercise the Options (the “Exercise
Date”), specifying the number of Shares with respect to which the Option is
being exercised (the “Exercise Shares”), subject to the Grantee becoming
a party to the Stockholders Agreement, executing and delivering a Subscription
Agreement, and the delivery to the Company by the Grantee, on or within ten
business 


 


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days following the
Exercise Date, of full payment for the Exercise Shares in United States dollars
in cash, or cash equivalents satisfactory to the Company, and in an amount
equal to the product of the number of Exercise Shares, multiplied by the Exercise
Price.  Subject to the terms of this
Agreement (including, but not limited to, the Plan as incorporated by reference
herein), as soon as practicable after receipt of evidence of the Grantee’s
execution of a Subscription Agreement and the Stockholders Agreement, receipt
of a written exercise notice, and receipt of the aggregate Exercise Price, the
Company shall make (or cause to be made) an appropriate book entry reflecting
the Participant’s ownership of the shares of Common Stock so acquired and shall
deliver to the Participant a certificate or certificates representing the
shares of Common Stock acquired upon the exercise thereof, bearing appropriate
legends as provided in Section 6(b).  If
shares of Common Stock are traded on a U.S. national securities exchange or bid
and ask prices for shares of Common Stock are quoted over NASDAQ, the Grantee
may, in lieu of cash, tender shares of Common Stock that have been owned by the
Grantee for at least six months, having a Fair Market Value on the Exercise Date
equal to the aggregate Exercise Price or may deliver a combination of cash and
such shares of Common Stock having a Fair Market Value equal to the difference
between the aggregate Exercise Price and the amount of such cash as payment of
the aggregate Exercise Price, subject to such rules and regulations as may be
adopted by the Board to provide for the compliance of such payment procedure
with applicable law, including Section 16(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).  The Company may require the Grantee to
furnish or execute such other documents as the Company shall reasonably deem
necessary (i) to evidence such exercise, (ii) to
determine whether registration is then required under the Securities Act and (iii) to
comply with or satisfy the requirements of the Securities Act, applicable state
or non-U.S. securities laws or any other law.


 


6.             Grantee’s Representations,
Warranties and Covenants.


 


(a)           Investment Intention.  The Grantee represents and warrants that the
Option has been, and any Exercise Shares will be, acquired by the Grantee
solely for the Grantee’s own account for investment and not with a view to or
for sale in connection with any distribution thereof.  The Grantee agrees that the Grantee will not,
directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise
dispose of the Option (or any portion thereof) or any of the Exercise Shares
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of all or any of the Options or any of the Exercise Shares), except in
compliance with the Securities Act of 1933, as amended (the “Securities Act”)
and the rules and regulations of the Securities and Exchange Commission
thereunder, and in compliance with applicable state securities or “blue sky”
laws and non-U.S. securities laws.  The
Grantee further understands, acknowledges and agrees that none of the Exercise
Shares may be transferred, sold, pledged, hypothecated 


 


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or otherwise disposed of
unless the provisions of the Subscription Agreement and the Stockholders
Agreement shall have been complied with or have expired.


 


(b)           Legends.  The Grantee acknowledges that any certificate
representing the Exercise Shares shall bear an appropriate legend, which will
include language substantially in the following form:


 


“THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SUBSCRIPTION
AGREEMENT, DATED AS OF ______________, 2004, AS AMENDED FROM TIME TO TIME, AND
A STOCKHOLDERS AGREEMENT, DATED AS OF MAY 27, 2004, BY AND AMONG THE COMPANY
AND CERTAIN STOCKHOLDERS OF THE COMPANY, AS AMENDED FROM TIME TO TIME, AND
NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR
OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
SUBSCRIPTION AGREEMENT AND SUCH STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON
FILE WITH THE SECRETARY OF THE COMPANY.”


 


“THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE
TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH
DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL
HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL
SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR (C) A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, REASONABLY
SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED WITH RESPECT
TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN
EXEMPTION THEREFROM.”


 


(c)           Securities Law Matters.  The Grantee acknowledges receipt of advice
from the Company that (i) the Exercise Shares have not been registered
under the Securities Act or qualified under any state securities or “blue sky”
laws, (ii) it is not 


 


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anticipated that there
will be any public market for the Exercise Shares, (iii) the Exercise
Shares must be held indefinitely and the Grantee must continue to bear the
economic risk of the investment in the Exercise Shares unless the Exercise
Shares are subsequently registered under the Securities Act and such state laws
or an exemption from registration is available, (iv) Rule 144
promulgated under the Securities Act (“Rule 144”) is not presently
available with respect to the sales of any securities of the Company, and the
Company has made no covenant to make Rule 144 available, (v) when
and if the Exercise Shares may be disposed of without registration in reliance
upon Rule 144, such disposition can be made only in limited amounts in
accordance with the terms and conditions of such Rule, (vi) the
Company does not plan to file reports with the Commission or make public
information concerning the Company available unless required to do so by law or
pursuant to its financing documents, (vii) if the exemption
afforded by Rule 144 is not available, sales of the Exercise Shares may be
difficult to effect because of the absence of public information concerning the
Company, (viii) a restrictive legend in the form heretofore set forth
shall be placed on the certificates representing the Exercise Shares, (ix)
pursuant to the Subscription Agreement and the Stockholders Agreement, the
Common Stock will be subject to restrictions on transfer and to rights of third
parties with respect thereto, and (x) a notation shall be made in the
appropriate records of the Company indicating that the Exercise Shares are
subject to restrictions on transfer set forth in the Subscription Agreement and
the Stockholders Agreement, and, if the Company should in the future engage the
services of a stock transfer agent, appropriate stop-transfer restrictions will
be issued to such transfer agent with respect to the Exercise Shares.


 


(d)           Compliance with Rule 144.  If any of the Exercise Shares are to be
disposed of in accordance with Rule 144, the Grantee shall transmit to the
Company an executed copy of Form 144 (if required by Rule 144) no later than
the time such form is required to be transmitted to the Commission for filing
and such other documentation as the Company may reasonably require to assure
compliance with Rule 144 in connection with such disposition.  The Grantee understands that the Subscription
Agreement provides and the Grantee hereby agrees that, in general, in the event
the Company files a registration statement, the Grantee may not effect any
public offer or sale (including under Rule 144) within 15 days prior or 180
days after the effective date of the registration (except as part of such
registration).


 


(e)           Ability to Bear Risk.  The Grantee covenants that the Grantee will
not exercise any or all of the Options unless (i) the financial
situation of the Grantee is such that the Grantee can afford to bear the economic
risk of holding the Exercise Shares for an indefinite period and (ii) the
Grantee can afford to suffer the complete loss of the Grantee’s investment in
the Exercise Shares.


 


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(f)            Investor Status.  The Grantee represents and warrants that, as
of the date hereof, the Grantee, (i) (A) has a pre-existing
personal or business relationship with the Company or any of its managers,
officers, controlling persons or managers, or (B) by reason of the
Purchaser’s business or financial experience or the business or financial
experience of the Purchaser’s professional advisors who are unaffiliated with
and who are not compensated, directly or indirectly, by the Company or any
Affiliate thereof, the Purchaser could be reasonably assumed to have the
capacity to evaluate the risks of an investment in the Shares and to protect
the Purchaser’s interests in connection with the purchase of the Shares
hereunder, and (ii) is an officer or employee of the Company or any
Subsidiary.  The term “preexisting
personal or business relationship” includes, but is not limited to, any
relationship consisting of personal or business contacts of a nature and
duration such as would enable a reasonably prudent purchaser to be aware of the
character, business acumen and general business and financial circumstances of
the person with whom such relationship exists.


 


(g)           Repurchase Rights Upon Termination
of Employment.  The Grantee
acknowledges and agrees that any Subscription Agreement shall contain certain
rights of the Company to repurchase all or any portion of the Exercise Shares
upon termination of the Grantee’s employment and thereafter.


 


7.             Representations and Warranties
of the Company.  The Company
represents and warrants to the Grantee that (a) the Company has
been duly incorporated and is an existing corporation in good standing under
the laws of the State of Delaware, (b) this Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company enforceable against the Company in
accordance with its terms and (c) the Exercise Shares, when issued,
delivered and paid for, upon exercise of the Option in accordance with the
terms hereof, will be duly authorized, validly issued, fully paid and
nonassessable, and free and clear of any liens or encumbrances other than those
created pursuant to this Agreement or otherwise in connection with the
transactions contemplated hereby.


 


8.             Miscellaneous.


 


(a)           Binding Effect; Benefits;
Assignability.  This Agreement shall
be binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns. 
Nothing in this Agreement, express or implied, is intended or shall be
construed to give any person other than the parties to this Agreement or their
respective successors or assigns any legal or equitable right, remedy or claim
under or in respect of any agreement or any provision contained herein.  Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be 


 


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assignable by the Company
or the Grantee without the prior written consent of the other party.


 


(b)           Amendment.  This Agreement may be amended, modified or
supplemented only by a written instrument executed by the Purchaser and the
Company.


 


(c)           Delegation by the Board.  All of the powers, duties and
responsibilities of the Board specified in this Agreement may, to the full
extent permitted by applicable law, be exercised and performed by any duly
constituted committee thereof to the extent authorized by the Board to exercise
and perform such powers, duties and responsibilities.


 


(d)           Section and Other Headings, etc.  The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.


 


(e)           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.  The parties hereto agree to accept a signed
facsimile copy of this Agreement as a fully binding original.


 


— Signature page follows —


 


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IN
WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of
the date first above written.


 


 


	
   

  	
  LHP HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of the Grantee:

  
	
   

  	
   

  	
   

  
	
   

  	
  «Address»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Shares of Common Stock Subject to the Option:

  	
   

  	
   

  
	
   

  	
  «Options»

  



 


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