Exhibit 4.10
CLEAN DIESEL TECHNOLOGIES, INC.
1994 INCENTIVE PLAN - - STOCK OPTION AWARD AGREEMENT
STOCK OPTION AWARD AGREEMENT dated as of [DATE] between Clean Diesel
Technologies, Inc., a Delaware corporation ("the Company"), of 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx Xxxxxxxxxxx 00000, and [NAME], a non- employee director of
the Company (the "Participant").
WHEREAS, the Company desires to afford to the Participant an
opportunity to purchase shares of the Company's Common Stock pursuant to
the grant of a non-qualified stock option award under the Company's 1994
Incentive Plan (the "Plan")and the Participant desires to obtain such
opportunity and the Participant desires to obtain such opportunity;
NOW THEREFORE, the parties agree, as follows:
1. Option Grant. The Company grants to the Participant the right and
stock option ("this Option"), to purchase [NUMBER] (NUMBER) shares of
Common Stock of the Company, par value $.01 per share ("the Stock") at the
exercise price per share of U.S. $[PRICE] per share, subject, in all
respects, to the terms and conditions of the Plan and to the following
terms and conditions.
2. Term. The term of this Option shall be a period ending on the tenth
anniversary ("Expiration Date") of the date first set out above ("Grant
Date").
3. Vesting. This Option shall be fully and immediately exercisable
("vested") with respect to all of the shares to which it is subject.
4. Method of Exercise. This Option may be exercised only by one or
more notices from time to time in writing of the Participant's intent to
exercise this Award, or a portion thereof, delivered to the Secretary of
the Company accompanied by the Participant's check in the amount of the
exercise price, or, in lieu thereof, by delivery to the Company of that
number of shares of the Stock equal in value (determined on the same basis
as for the grant of Awards under the Plan) to the exercise price and any
required withholdings provided in Section 5 below, or by surrendering to
the Company of the shares exercised so many as shall equal such value,
unless the Participant has within a period of six months previously
exercised a Company stock option by delivering or surrendering shares of
the Stock. In the event of the Participant's death, such portion of this
option as shall remain unexercised may be exercised by the Participant's
Beneficiary at any time during the period ending on the Expiration Date.
5. Taxes. At the time of exercise of this Option, the Participant
shall deliver to the Company, if required by the Company, a check payable
to the Company equal, in the sole opinion of the Company, to the applicable
National, State or Provincial and local income or other taxes legally
required to be withheld, stopped or paid by reason of such exercise.
6. Securities Laws; Transferability. The Stock may only be purchased
if there is with respect to the Stock a registration statement or
qualification in effect under applicable U.S. or State securities laws or
an exemption therefrom. This Option may not be transferred, assigned or
pledged except in accordance with the Plan.
IN WITNESS WHEREOF, the Company and the Participant have each executed
this Agreement, all as of the day and year first above written.
CLEAN DIESEL TECHNOLOGIES, INC.
By:
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(Vice) President [NAME]
