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EXHIBIT (c)(9)
INSTRON CORPORATION
1999 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
WHEREAS, (the "Optionee") is an employee of Instron
Corporation (the "Company") or a Subsidiary;
WHEREAS, the grant of a stock option to the Optionee has been duly
authorized by a resolution of the Compensation Committee (the "Committee") of
the Board of Directors (the "Board") of the Company duly adopted on
[ ] (the "Date of Grant"); and
WHEREAS, the option granted hereunder is intended to be a nonqualified
stock option and will not be treated as an "incentive stock option" within the
meaning of that term under Section 422 of the Internal Revenue Code of 1986 (the
"Code").
NOW, THEREFORE, pursuant to the Company's 1999 Stock Option Plan (the
"Plan"), the Company hereby grants to the Optionee an option (the "Option")
pursuant to this Nonqualified Stock Option Agreement (the "Agreement") to
purchase shares of the Company's common stock, par value $1.00
per share ("Stock"), at the price of per share (the "Option
Price"), and agrees to cause certificates for any shares of Stock purchased
hereunder to be delivered to the Optionee upon full payment of the Option Price,
subject to the applicable terms and conditions of the Plan and this Agreement.
1. EXERCISE OF OPTION. (a) Unless and until terminated as hereinafter
provided, the Option will become exercisable to the extent of one-fifth of the
Stock hereinabove specified on each of the first five anniversaries of the Date
of Grant for so long as the Optionee remains in the continuous employ of the
Company or a Subsidiary. For the purposes of this Agreement, the continuous
employment of the Optionee with the Company or a Subsidiary will not be deemed
to have been interrupted, and the Optionee will not be deemed to have ceased to
be an employee of the Company or a Subsidiary, by reason of (A) the transfer of
his employment among the Company and its Subsidiaries or (B) an approved leave
of absence. To the extent that the Option will have so become exercisable, it
may be exercised in whole or in part from time to time.
(b) Notwithstanding the provisions of Subsection (a) of this Section, the
Option will become immediately exercisable in full upon the occurrence of a
change in control of the Company. For purposes of this Agreement, the term
"change in control" will have the meaning given such term under the Plan as in
effect on the Date of Grant.
2. PAYMENT OF OPTION PRICE. The Option Price is payable (a) in cash or by
certified or cashier's check or other cash equivalent acceptable to the Company
payable to the order of the Company, (b) by surrender of Stock (including by
attestation) owned by the Optionee for (i) more than one year prior to the date
of exercise and for more than 2 years from the date on which the option was
granted, if they were originally acquired by the Optionee pursuant to the
exercise of an incentive stock option, or (ii) more than 6 months prior to the
date of exercise, if they were originally acquired by the Optionee other than
pursuant to the exercise of an incentive stock option, (c) by surrender of
exercisable Option Rights (based on the Spread on the date of exercise) or (d)
by a combination of surrender of Stock, and exercisable Option Rights and cash
or certified or cashier's check; provided, however, that it shall be a condition
to the surrender of Stock an/or Option Rights that the Optionee consent in
writing to the determination by the Board pursuant to the Plan of Market Value
per Share and the Spread.
3. TERM OF OPTION. The Option will terminate on the earliest of the
following dates:
(a) Three months after the Optionee ceases to be an employee of the
Company or a Subsidiary for any reason other than death or disability;
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(b) Six months after the Optionee ceases to be an employee of the
Company or a Subsidiary as a result of his death or disability; or
(c) Ten years from the Date of Grant.
4. TRANSFERABILITY. (a) The Option may not be transferred except by will or
the laws of descent and distribution and may not be exercised during the
lifetime of the Optionee except by the Optionee or the Optionee's guardian or
legal representative acting on behalf of the Optionee in a fiduciary capacity
under state law and court supervision.
(b) Notwithstanding the provisions of Section 4(a), the Options shall be
transferable by a Participant without payment of consideration therefor by the
transferee, to any one or more members of the Participant's Immediate Family (or
to one or more trusts established solely for the benefit of such Participant
and/or one or more members of the Participant's Immediate Family or to one or
more partnerships in which the only partners are such Participant and/or members
of the Participant's Immediate Family); provided, however, that (i) no such
transfer shall be effective unless reasonable prior notice thereof is delivered
to the Company and such transfer is thereafter effected in accordance with any
terms and conditions that shall have been made applicable thereto by the Company
or the Board and (ii) any such transferee shall be subject to the same terms and
conditions hereunder as the Participant. Following transfer, any such Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that the term "Optionee" shall be deemed
to refer to the transferee. The events of termination of employment of Sections
1 and 3 shall continue to be applied with respect to the original Optionee,
following which the Options shall be exercisable by the transferee only to the
extent, and for the period specified in this Agreement.
5. COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Company will not be
obligated to issue any Stock pursuant to this Agreement if the issuance thereof
would result in a violation of any such law.
6. ADJUSTMENTS. The Board may make any adjustments in the Option Price and
in the number and kind of shares of stock or other securities covered by this
Agreement in accordance with Section 6 of the Plan.
7. WITHHOLDING. To the extent that the Company is required to withhold
federal, state, local or foreign taxes in connection with Stock obtained upon
the exercise of the Option, and the amounts available to the Company for such
withholding are insufficient, it will be a condition to the receipt of such
Stock that the Optionee make arrangements satisfactory to the Company for
payment of the balance of such taxes required to be withheld. If requested by
the Optionee, the Board may accept relinquishment of a portion of such Stock.
8. EMPLOYMENT RIGHTS. The Plan and this Agreement will not confer upon the
Optionee any right with respect to the continuance of employment or other
service with the Company or any Subsidiary and will not interfere in any way
with any right that the Company or any Subsidiary would otherwise have to
terminate any employment or other service of the Optionee at any time.
9. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement will not be taken into account in determining any
benefits to which the Optionee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company or a
Subsidiary, unless provided otherwise in any such plan.
10. NOTICES. Any notice necessary under this Agreement will be addressed to
the Company or the Committee at the principal executive office of the Company
and to the Optionee at the address appearing in the personnel records of the
Company for such Optionee, or to either party at such other address as either
party may designate in writing to the other. Any such notice will be deemed
effective upon receipt thereof by the addressee.
11. AGREEMENT SUBJECT TO THE PLAN; DEFINITIONS. The Option Rights granted
under this Agreement and all of the terms and conditions hereof are subject to
all of the terms and conditions of the Plan. In the event of any inconsistency
between this Agreement and the Plan, the terms of the Plan will govern. All
terms used herein with initial capital letters have the meanings assigned to
them in the Plan or in this Agreement.
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12. AMENDMENTS. Any amendment to the Plan will be deemed to be an amendment
to this Agreement to the extent that the amendment is applicable hereto;
provided, however, that no amendment will adversely affect the rights of the
Optionee under this Agreement without the Optionee's consent.
13. SEVERABILITY. In the event that one or more of the provisions of this
Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated will be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be valid
and fully enforceable.
14. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the Commonwealth of Massachusetts.
This Agreement is executed as of the day of ,
1999.
INSTRON CORPORATION
By:
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The undersigned Optionee hereby acknowledges receipt of an executed
original of this Nonqualified Stock Option Agreement and a copy of the
Stockholders Agreement and accepts the Option subject to the applicable terms
and conditions of the Plan and the Stockholders Agreement and the terms and
conditions hereinabove set forth. The Optionee acknowledges that it is a
condition to the issuance of Stock upon exercise of the Option in whole or in
part that the Optionee shall have executed the Stockholders Agreement, if the
Stockholders Agreement is then in effect.
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Optionee
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