EXHIBIT 4.3
[LOGO] AMERICAN PACIFIC CORPORATION
December 13, 2002
To: [NAME] ((LastName))
[ADDRESS]
We are pleased to inform you that on December 13, 2002, the Board of
Directors of American Pacific Corporation (the "Company") granted you a [OPTION
TYPE] Option (the "Option") to purchase [OPTIONS AMOUNT] shares of common stock
(the "Shares"), $.10 par value per share, of the Company ("Common Stock")
pursuant to the Company's 2001 Stock Option Plan (the "Plan"), at a price of
$8.30 per Share. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Plan (a copy of which in its present
form is attached hereto).
The Option may be exercised at any time or from time to time (a)
with respect to 50% of the Shares, on or after the date hereof (b) with respect
to the balance of the Shares, on or after the first anniversary of the date
hereof and, in any case, at or before 5:00 p.m., Las Vegas, Nevada time, on
December 13, 2012 (the date on which the Option will, to the extent not
previously exercised, expire). You must purchase a minimum of 100 Shares each
time you choose to purchase Shares, except to purchase the remaining Shares
available to you. In the event of a change in control of the Company, the
Committee may cause all or part of the Option granted hereby to immediately
become fully vested and exercisable and/or may cause the Option to terminate
within a specified number of days after notice to you. The term "change in
control" is defined in the Plan and means, generally, consummation of (i) a
tender offer for more than 30% of the Company's voting securities, (ii) a merger
or consolidation of the Company with another corporation, (iii) the sale of all
or substantially all of the Company's assets, or (iv) the acquisition by a
person or entity of 50% or more of the Company's outstanding voting securities
(unless, as a result of any such transaction, more than 50% of the outstanding
voting securities of the surviving or resulting corporation (in the case of a
transaction referred to in clause (i), (ii), or (iv) above) or of the Company's
assets (in the case of a transaction referred to in clause (iii) above) shall be
owned by shareholders of the Company immediately prior to such transaction
and/or Company benefit plans and affiliates).
The Option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan, as from time to
time amended, provided, however, that no future amendment or termination of the
Plan shall, without your consent, alter or impair any of your rights or
obligations under the Option. Reference is made to the terms and conditions of
the Plan, all of which are incorporated by reference herein as if fully set
forth herein.
The Company, in its sole discretion, may file a registration
statement under the Securities Act of 1933, as amended (the "Act"), in order to
register the Shares. Unless at the time of the exercise of the Option a
registration statement under the Act is in effect as to such Shares, any Shares
purchased by you upon the exercise of the Option shall be acquired for
investment and not for sale or distribution, and if the Company so requests,
upon any exercise of the Option, in whole or in part, you will execute and
deliver to the Company a certificate to such effect. The Company shall not be
3770 HOWARD HUGHES PARKWAY o SUITE 300 o LAS VEGAS, NEVADA 89109
PHONE (702) 735-2200 o FAX (702) 735-4876
[NAME]
December 31, 2002
Page 2
obligated to issue any Shares pursuant to the Option if, in the opinion of
counsel to the Company, the Shares to be so issued are required to be registered
or otherwise qualified under the Act or under any other applicable statute,
regulation or ordinance affecting the sale of securities, unless and until such
Shares have been so registered or otherwise qualified.
You understand and acknowledge that, under existing law, unless at
the time of the exercise of the Option a registration statement under the Act is
in effect as to such Shares (i) any Shares purchased by you upon exercise of the
Option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be made only in accordance with the terms and
conditions of that Rule (which, under certain circumstances, restrict the number
of shares which may be sold and the manner in which shares may be sold); (iii)
in the case of securities to which Rule 144 is not applicable, compliance with
some other disclosure exemption will be required before any Shares may be sold;
(iv) certificates for Shares to be issued to you hereunder shall bear a legend
to the effect that the Shares have not been registered under the Act and that
the Shares may not be sold, hypothecated or otherwise transferred in the absence
of an effective registration statement under the Act relating thereto or an
opinion of counsel satisfactory to the Company that such registration is not
required; (v) the Company will place an appropriate "stop transfer" order with
its transfer agent with respect to such Shares; and (vi) the Company has
undertaken no obligation to register the Shares or to include the Shares in any
registration statement which may be filed by it subsequent to the issuance of
the Shares to you.
The Option (or installment thereof) is to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash, certified check or, at the discretion of the Committee,
by delivering shares of Common Stock already owned by you and having a Fair
Market Value on the trading day immediately preceding the date of exercise equal
to the exercise price of the Option, or a combination of shares of Common Stock
and cash, or otherwise in accordance with the Plan.
Kindly evidence your acceptance of the Option and your agreement to
comply with the provisions hereof and of the Plan by executing this letter under
the words "Agreed To and Accepted."
Very truly yours,
AMERICAN PACIFIC CORPORATION
By:
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Name: John R. Gibson
Title: Chairman, CEO and President
AGREED TO AND ACCEPTED:
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[NAME]
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EXHIBIT A
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American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89109
Gentlemen:
Notice is hereby given of my election to purchase _________ Shares of
Common Stock, $.10 par value per share (the "Shares"), of American Pacific
Corporation at a price of $8.30 per Share, pursuant to the provisions of the
option granted to me on December 13, 2002, under the Company's 2001 Stock Option
Plan. Enclosed in payment for the Shares is:
[ ] my check in the amount of $________________.
[ ] ___________ Shares having a total value of $_________________.
The following information is supplied for use in issuing and registering
the Shares purchased hereby:
Number of Certificates & Denominations:
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Name:
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Mailing address:
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Social Security Number:
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Dated:
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Very truly yours,
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Print Name: [NAME]
*Subject to the approval of the Committee.
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