exv10w2



 








Exhibit 10.2




AMERICAN REPROGRAPHICS COMPANY

2005 STOCK PLAN




NON-EMPLOYEE DIRECTORS’ NONSTATUTORY STOCK OPTION




STOCK OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)




     Pursuant
to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
American Reprographics Company (the “Company”) has granted you an option under its 2005 Stock Plan
(the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined
in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the
Plan.



     The details of your option are as follows:



     1.     Vesting. Subject to the limitations contained herein, your option will
vest as provided in your Grant Notice, provided that vesting will cease upon the termination of
your Continuous Service. In addition, if the Company is subject to a Change in Control before your
Continuous Service terminates, then all of the unvested shares subject to this option shall become
fully vested and exercisable immediately prior to the effective date of such Change in Control.



     2.     Number of Shares and Exercise Price. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in your Grant Notice may
be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.



     3.     Method of Payment. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the exercise price in
cash or by check or in any other manner permitted by your Grant Notice, which may include one or
more of the following:



          (a) In the Company’s sole discretion at the time your option is exercised and provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.



          (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either
that you have held for the period required to avoid a charge to the Company’s reported earnings
(generally six months) or that you did not acquire, directly or indirectly from the Company, that
are owned free and clear of any liens, claims, encumbrances or security interests, and that are
valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole
discretion of the Company at the time you exercise your option, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company
of Common Stock to the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock.



     4.     Whole Shares. You may exercise your option only for whole shares of
Common Stock.



     5.      Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common Stock issuable upon
such exercise are then registered under the Securities Act or, if such shares of Common Stock are
not then so registered, the Company has determined



 









 







that such exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option must also comply with other applicable laws and
regulations governing your option, and you may not exercise your option if the Company determines
that such exercise would not be in material compliance with such laws and regulations.



     6.     Term. You may not exercise your option before the commencement of its
term or after its term expires. The term of your option commences on the Date of Grant and expires
upon the earliest of the following:



          (a) three (3) months after the termination of your Continuous Service for any reason other
than your Disability or death, provided that if during any part of such three (3) month period your
option is not exercisable solely because of the condition set forth in the preceding paragraph
relating to “Securities Law Compliance,” your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months
after the termination of your Continuous Service;



          (b) twelve (12) months after the termination of your Continuous Service due to your Disability
or upon a Change in Control;



          (c) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates;



          (d) immediately upon the termination of your Continuous Service for Cause;



          (e) the Expiration Date indicated in your Grant Notice; or



          (f) the day before the tenth (10th) anniversary of the Date of Grant.



     7.     Exercise.



          (a) You may exercise the vested portion of your option (and the unvested portion of your
option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company,
or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require.



          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock
acquired upon such exercise.



     8.     Transferability. Your option is not transferable, except (i) by will or
by the laws of descent and distribution, (ii) with the prior written approval of the Company, by
instrument to an inter vivos or testamentary trust, in a form accepted by the Company, in which the
option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the
prior written approval of the Company, by gift, in a form accepted by the Company, to a permitted
transferee under Rule 701 of the Securities Act.



     9.     Option not a Service Contract. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company
or an Affiliate to continue your employment. In addition, nothing in your option shall obligate
the Company or an Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate.



 









 





     10.     Withholding Obligations. 



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision as directed by the Company
(including by means of a “cashless exercise” pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with your option.



          (b) The Company may, in its sole discretion, and in compliance with any applicable conditions
or restrictions of law, withhold from fully vested shares of Common Stock otherwise issuable to you
upon the exercise of your option a number of whole shares of Common Stock having a Fair Market
Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of
tax required to be withheld by law. Any adverse consequences to you arising in connection with
such share withholding procedure shall be your sole responsibility.



          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.



     11.     Notices. Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the case of notices
delivered by mail by the Company to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at the last address you provided to the Company.



     12.     Governing Plan Document. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and is further subject
to all interpretations, amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions
of your option and those of the Plan, the provisions of the Plan shall control.