EXHIBIT 4.4
November 22, 2002
[DIRECTOR'S NAME AND MAILING ADDRESS]
Dear [NAME OF DIRECTOR]
We are pleased to inform you that on November 22, 2002 the Stock Option
Committee of the Board of Directors of American Pacific Corporation (the
"Company") granted you an option pursuant to the Company's 2002 Directors Stock
Option Plan (the "Plan") to purchase [Number of Shares] shares (the "Shares") of
Common Stock, par value $.10 per share, of the Company, at a price of $8.36 per
Share. The exercise of this option is subject to approval of the Plan by the
stockholders of the Company on or before November 11, 2003.
No part of the option is currently exercisable, pending approval by the
stockholders of the Company at the 2003 Annual Meeting of Stockholders. The
option may first be exercised with respect to 50% of the Shares at any time on
or after stockholder approval. The option may be exercised with respect to the
remaining 50% of the Shares at any time on or after November 22, 2003. The
option, to the extent not previously exercised, will expire on November 22,
2012. You must purchase a minimum of 50 Shares each time you choose to purchase
Shares, except to purchase the remaining Shares available to you (if fewer than
50).
This option is issued in accordance with and is subject to and conditioned upon
all of the terms and conditions of the Plan (a copy of which in its present form
is attached hereto), 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 this option. Reference is made
to the terms and conditions of the Plan, all of which are incorporated by
reference in this option agreement as if fully set forth herein.
Unless at the time of the exercise of this option a registration statement under
the Securities Act of 1933, as amended (the "Act"), is in effect as to such
Shares, any Shares purchased by you upon the exercise of this option shall be
acquired for investment and not for sale or distribution, and if the Company so
requests, upon any exercise of this option, in whole or in part, you will
execute and deliver to the Company a certificate to such effect. The Company
shall not be obligated to issue any Shares pursuant to this 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 this option a registration statement under the Act is in effect
as to such Shares (i) any Shares purchased by you upon exercise of this 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 that 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 Regulation A
promulgated under the Act or some other disclosure exemption will be required;
(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 that may be filed by it subsequent to the issuance of the
shares to you. In addition, you understand and acknowledge that the Company has
no obligation to you to furnish information necessary to enable you to make
sales under Rule 144.
This 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 or as otherwise provided in the Plan.
Would you kindly evidence your acceptance of this 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:
---------------------------------------------
John R. Gibson, Chief Executive Officer
AGREED TO AND ACCEPTED:
--------------------------
[Name of Director], Optionee
2
EXHIBIT A
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American Pacific Corporation
3770 Howard Hughes Pkwy - Suite 300
Las Vegas, Nevada 89109
Gentlemen:
Notice is hereby given of my election to purchase ______ shares (the
"Shares") of Common Stock, $.10 par value (the "Common Stock"), of American
Pacific Corporation (the "Company") at a price of $8.36 per Share, pursuant to
the provisions of the option granted to me on November 22, 2002 under the
Company's 2002 Directors Stock Option Plan (the "Plan"). I elect to pay for the
Shares (check all that apply):
|_| in cash, and my check in the amount of $________ is included with this
election.
|_| by delivery herewith of ___________ shares of Common Stock having a
total value of $___________, such value representing the Fair Market
Value (as defined in the Plan) of that number of shares of Common
Stock on the date hereof.
|_| by authorizing the Company to withhold from the Shares that I would
otherwise be entitled to receive ___________ Shares having a total
value of $___________, such value representing the Fair Market Value
(as defined in the Plan) on the date hereof of that number of shares
of Common Stock.
The following information is supplied for use in issuing and registering
the Shares purchased hereby:
Number of Certificates
and Denominations _______________________________
Name _______________________________
Address _______________________________
_______________________________
_______________________________
Social Security Number _______________________________
Dated: _____________________
Very truly yours,
[Name of Director]