EXHIBIT
10.16


 


CINTAS CORPORATION


2003 DIRECTORS’ STOCK OPTION PLAN

AMENDED AND RESTATED APRIL 28, 2004


 


The purpose of this 2003 Directors’ Stock Option Plan
is to advance the interests of Cintas Corporation and its shareholders by
affording non-employee members of the Company’s Board of Directors an
opportunity to increase their proprietary interest in the Company through the
grant of options to purchase Common Stock of Cintas.  Cintas believes that this Plan will benefit Cintas by serving as
an incentive to the attraction, retention and motivation of its non-employee
directors.


 


1.                                               Effective
Date of the Plan.  This Plan became
effective October 14, 2003 as a result of approval by shareholders on that
date.


 


2.                                               Shares
Subject to the Plan.  The shares to
be issued upon the exercise of the options granted under the Plan shall be
shares of Common Stock, no par value, of the Company.  Either treasury or authorized and unissued shares of Common
Stock, or both, as the Board of Directors shall from time to time determine,
may be so issued.  No shares of Common
Stock which are the subject of any lapsed, expired or terminated options may be
made available for reoffering under the Plan.


 


Subject to the provisions of Section 4, the
aggregate number of shares of Common Stock for which options may be granted
under the Plan shall be 100,000 shares.


 


3.                                               Administration.  The Plan shall be administered by the
Compensation Committee of the Board of Directors, members of which may also be
eligible to participate in the Plan.


 


Subject to the express provisions of the Plan, the
Committee shall have the authority to establish the terms and conditions of
such option agreements, consistent with this Plan.  Such agreements need not be uniform.


 


4.                                               Adjustments
to Common Stock and Option Price.


 


4.1                                 In
the event of changes in the outstanding Common Stock of the Company as a result
of stock dividends, split-ups, recapitalizations, combinations or exchanges,
the number and class of shares of Common Stock authorized to be the subject of
options under this Plan and the number and class of shares of Common Stock and
option price for each option which is outstanding under the Plan shall be
correspondingly adjusted by the Committee.


 


4.2                                 The
Committee shall make appropriate adjustments in the Option Price to reflect any
spin-off of assets, extraordinary dividends or other distributions to
shareholders.


 

















 


4.3                                 In
the event of the dissolution or liquidation of the Company or any merger,
consolidation, exchange, combination or other transaction in which the Company
is not the surviving corporation or in which the outstanding shares of Common
Stock of the Company are converted into cash, other securities or other
property, each outstanding option issued hereunder shall terminate as of a date
fixed by the Committee provided that not less than 20 days’ written notice of
the date of expiration shall be given to each holder of an option.  Each such holder shall have the right during
such period following notice to exercise the option as to all or any part of
the option for which it is exercisable at the time of such notice.


 


5.                                               Eligible
Directors; Grant of Options.  An
Eligible Director shall be each director of the Company, now serving as a
director or elected hereafter, who is not also an employee of the Company.


 


Each Eligible Director elected as such at the 2003
Annual Meeting of Shareholders shall be granted an option for the purchase of
1,000 shares of Common Stock and, upon each subsequent election as a director,
another option for 1,000 shares.  Persons
who become Eligible Directors after the effective date of the Plan shall be
granted an option for 1,000 shares as a result of their election, whether by
shareholders or directors, and upon each subsequent election as a director,
another option for 1,000 shares.  All
grants shall be made on the date of the event giving rise to the option.  Such grants shall continue until the number
of shares provided for in this Plan in Section 2 are exhausted.


 


6.                                               Price.  The purchase price of the shares of Common
Stock which may be acquired pursuant to the exercise of any option granted
pursuant to the Plan shall be the last closing sale price reported on the date
of grant (“Option Price”).


 


7.                                               Period
of Option.  The term of each option
shall be ten years from the date of grant. 
Subject to the provisions of Section 3, each option shall become
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant of the option.  This right of exercise shall be cumulative and shall be exercisable
in whole or in part.


 


8.                                               Exercise
of Options.  An option may be
exercised by an Eligible Director as to all or part of the shares covered
thereby by giving written notice to the Company at its principal office,
directed to the attention of its Chief Financial Officer, accompanied by
payment of the Option Price in full for shares being purchased.  The payment of the Option Price shall be in
cash or such other method of payment as may be determined by the Committee.


 


9.                                               Conditions
of Exercise.  Except as provided
below, the holder of an option must be serving as an Eligible Director at the
time the option is exercised.  An
optionee who ceases to be an Eligible Director for any reason other than death,
disability, retirement or removal for cause, may exercise the option at any
time within three months after the date of cessation, but only during the ten
year option period and only to the extent that the option holder was entitled
to exercise the option at the time of such cessation.


 


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Options may be exercised at any time during their ten
year option period by a director (or a director’s heirs in the event of death)
who retires pursuant to the Company’s mandatory retirement policy for directors
or who otherwise retires with Board approval or who dies or who ceases to be an
Eligible Director by reason of disability in accordance with the vesting
schedule provided in Section 7 as if the Eligible Director’s service
had not terminated.  “Disability” is a condition
which causes the director to be unable, by reason of any medically determinable
physical or mental impairment expected to last for at least 12 months, to
engage in essential activities required by a director.


 


An option held by an Eligible Director who is removed
for cause shall terminate immediately upon removal as a director.


 


The Committee, at its sole discretion, may permit
particular holders of options to exercise an option to a greater extent than
provided herein.


 


10.                                         Nontransferability
of Options.  No option granted under
the Plan shall be transferable otherwise than by will or by the laws of descent
and distribution, and an option may be exercised during the lifetime of the
holder only by him.  Notwithstanding the
above, the Committee may establish or modify the terms of an Option to allow
the Option to be transferred at the request of the grantee of the Option to
trusts established by the grantee or as to which the grantee is a grantor or to
family members of the grantee or otherwise for personal and tax planning
purposes of the grantee.  If the
Committee allows such transfer, such Option shall not be exercisable for a
period of six months following the action of the Committee.


 


11.                                         Rights
as a Stockholder.  The holder of an
option shall not have any of the rights of a stockholder of the Company with
respect to the shares subject to an option until a certificate or certificates
for such shares shall have been issued upon the exercise of the option.


 


12.                                         Amendment
and Termination.


 


12.1                           The
Plan shall terminate October 13, 2013 and thereafter no options shall be
granted hereunder.  All options
outstanding at the time of termination of the Plan shall continue in full force
and effect in accordance with and subject to the terms and conditions of the
Plan.  The Board of Directors of the
Company at any time prior to that date may terminate the Plan or make such
amendments to it as the Board of Directors shall deem advisable; provided,
however, that except as provided in Section 4, the Board of Directors may
not, without shareholder approval, increase the maximum number of shares as to
which options may be granted under the Plan or change the class of persons
eligible to receive options under the Plan. 
No termination or amendment of the Plan may, without the consent of the
holder of an option then existing, terminate his or her option or materially
and adversely affect rights under the option.


 


12.2                           This
Plan may not be amended more than once every six months other than to conform
with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.


 


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13.                                         Automatic
Termination of Option. 
Notwithstanding anything contained herein to the contrary, if at any time
a holder of an option granted under this Plan becomes an employee, officer or
director of or a consultant to an entity which the Committee determines is a
competitor of the Company, such option shall automatically terminate as of the
date such conflicting relationship was established regardless of whether such
option is exercisable in whole or in part at such time.


 


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