MISTRAS GROUP, INC. STOCK OPTION AGREEMENT
Exhibit 10.7
AGREEMENT made as of the day of
, 20 , by and between MISTRAS GROUP, INC.
(the “Company”), and (the “Participant”).
1. Grant of Option. In accordance with the Mistras Group, Inc. 2009 Long-Term
Incentive Plan (the “Plan”), the Company grants to the Participant an option to purchase up to
shares of the Company’s common stock (the “Common Stock”) upon the terms and conditions
set forth in this Agreement and the Plan. Capitalized terms that are used but not defined in this
Agreement shall have the meanings ascribed to them by the Plan.
2. Incentive Stock Option Status. The Option is [not] intended to be treated
as an “incentive stock option” within the meaning of Section Section 422 of the Internal Revenue
Code of 1986.
3. Option Term. Unless terminated sooner in accordance with this Agreement or the
Plan, the Option shall expire if and to the extent it is not exercised within ten years from the
date hereof.
4. Vesting of Option. Except as otherwise provided herein or the Plan, the Option
shall vest [ ]% commencing on the first anniversary of the date hereof and the
remaining [ ]% of the Shares subject to the Option shall vest in 36 equal monthly installments
thereafter, subject to the Participant’s continuous employment or other service with the Company or
a Subsidiary on the applicable vesting date.
5. Termination of Employment. Unless the Committee, acting in its sole and absolute
discretion, determines otherwise, upon the termination of the Participant’s employment and other
service with the Company and its Subsidiaries (“Termination of Employment”):
(a) that portion of the Option that is not then vested and exercisable will immediately
terminate; and
(b) that portion of the Option that is then vested and exercisable will terminate (1) 90 days
following the Termination of Employment if the Participant’s employment or other service is
terminated for any reason other than death, “Disability” (as defined below) or “Cause” (as defined
in the Plan), (2) one year following the Termination of Employment if the Participant’s employment
or other service is terminated by reason of the Participant’s death or Disability, and (3)
immediately upon Termination of Employment if the Participant’s employment is terminated by the
Company or a Subsidiary for Cause. For the purpose hereof, the Participant’s employment will be
deemed to be terminated due to “Disability” if such employment is terminated by the Company or a
Subsidiary by reason of the Participant’s being unable to perform the duties of the Participant’s
employment by reason of a physical or mental illness or injury that is expected to result in death
or to last indefinitely, as determined by a duly licensed physician selected by the Company.
Notwithstanding the provisions of this Section, in no event may the Option be exercised after the
expiration of its stated term or before it become vested and exercisable.
- 1 -
6. Exercise Procedures. If and to the extent the Option is vested and exercisable, it
may be exercised by transmitting to the Secretary of the Company (or other person designated by the
Committee) (a) a written notice specifying the number of whole shares to be purchased pursuant to
the exercise of the Option, (b) payment in full of the exercise price and the withholding taxes due
in connection with the exercise, unless and except to the extent that other arrangements
satisfactory to the Committee, in its sole and absolute discretion, have been made for such
payments, and (c) such other documents or information as the Committee may prescribe in connection
with the administration of the Plan. The exercise price may be paid in cash or in any other manner
the Committee, in its discretion, may permit, including, without limitation, (a) by the delivery of
previously-owned Shares, (b) by a combination of a cash payment and delivery of previously-owned
Shares, or (c) pursuant to a cashless exercise program established and made available through a
registered broker-dealer in accordance with the Federal Reserve Board’s Regulation T and other
applicable law.
7. Nontransferability. Except as otherwise permitted by the Committee in accordance
with the Plan, the Option is not assignable or transferable other than to a beneficiary designated
to receive the Option upon the Participant’s death or by will or the laws of descent and
distribution, and the Option shall be exercisable during the lifetime of the Participant only by
the Participant (or, in the event of the Participant’s incapacity, the Participant’s legal
representative or guardian). Any attempt by the Participant or any other person claiming against,
through or under the Participant to cause the Option or any part of it to be transferred or
assigned in any manner and for any purpose not permitted hereunder or under the Plan shall be null
and void and without effect upon the Company, the Participant or any other person.
8. Rights as a Stockholder. No shares of Common Stock shall be sold, issued or
delivered hereunder until full payment for such shares has been made (including, for this purpose,
satisfaction of the applicable withholding tax). The Participant shall have no rights as a
stockholder with respect to any shares covered by the Option unless and until the Option is
exercised and the shares covered by the exercise of the Option are issued in the name of the
Participant. Except as otherwise specified, no adjustment shall be made for dividends or
distributions of other rights for which the record date is prior to the date such shares are
issued.
9. Provisions of the Plan Control. This Agreement is subject to all the terms,
conditions and provisions of the Plan and to such rules, regulations and interpretations as may be
established or made by the Committee acting within the scope of its authority and responsibility
under the Plan. The Participant acknowledges receipt of a copy of the Plan prior to execution of
this Agreement. The applicable provisions of the Plan shall govern in any situation where this
Agreement is silent or where the applicable provisions of this Agreement are contrary to or not
reconcilable with such Plan provisions.
10. No Employment Rights. Nothing contained herein or in the Plan shall confer upon
the Participant any right with respect to the continuation of the Participant’s employment or other
service with the Company or a Subsidiary or interfere in any way with the right of the Company and
its Subsidiaries at any time to terminate such employment or other service or to increase or
decrease, or otherwise adjust, the Participant’s compensation and any other terms and conditions of
the Participant’s employment or other service.
- 2 -
11. Withholding. The Company’s obligation to issue shares of Common Stock pursuant to
the exercise of the Option shall be subject to and conditioned upon the satisfaction by the
Participant of applicable tax withholding obligations. The Company and its Subsidiaries may require
the Participant to remit an amount sufficient to satisfy applicable withholding taxes or deduct or
withhold such amount from any payments otherwise owed the Participant (whether or not under this
Agreement or the Plan). The Participant expressly authorizes the Company to deduct from any
compensation or any other payment of any kind due to the Participant, including withholding the
issuance of shares of Common Stock, the amount of any federal, state, local or foreign taxes
required by law to be withheld as a result of the exercise of the Option; provided, however, that
the value of the shares withheld may not exceed the statutory minimum withholding amount required
by law.
12. Committee Authority. The Committee under the Plan shall have complete discretion
in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or
construction of any provision of, and the determination of any question arising under, this
Agreement shall be made by the Committee in its discretion and such exercise shall be final,
conclusive, and binding. The Committee may designate any individual or individuals to perform any
of its functions hereunder.
13. Successors. This Agreement shall be binding upon, and inure to the benefit of, any
successor or successors of the Company, the Participant and any beneficiary of the Participant.
14. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and may not be amended, except as provided in the
Plan, other than by a written instrument executed by the parties hereto.
15. Governing Law. All rights and obligations under this Agreement and the Plan shall
be governed by and construed in accordance with the laws of the State of Delaware, without regard
to its principles of conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| MISTRAS GROUP, INC. | ||||||
| By: | ||||||
| Participant | ||||||
- 3 -
