Exhibit 4.3
CLEAN DIESEL TECHNOLOGIES, INC.
1994 INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
STOCK OPTION AWARD AGREEMENT dated as of between Clean Diesel
Technologies, Inc., a Delaware corporation ("the Company"), of 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, and
,
a director, officer, employee of or consultant to the Company or an
affilliate thereof ("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 an option under the Company's 1994 Incentive Plan; and
WHEREAS, 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 option ("this Option"), to purchase shares of
Common Stock of the Company, par value $.05 per share ("the Stock")
at the exercise price per share of U.S. $ , 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 day (the "Expiration Date) ten (10) years from the date first
set out above.
3. Vesting. (a) This Option shall only be first exercisable,
in whole or in part, with respect to the following number of shares
on the following dates:
Shares Dates
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(b) This option shall terminate and all option shares granted
hereunder, whether vested or unvested, shall become non-exercisable
immediately upon the termination of the Participant's status as a director,
officer, employee of or consultant to the Company or an affilliate thereof;
provided, however, that if such status of the Participant shall be terminated
with the prior consent of the Board, and provided that such termination is not
for cause (of which the Board shall be the sole judge), the Board may permit
options hereunder to be exercised by the Participant at any time,
Option Award Agreement, p. 2.
during the period ending not later than the Expiration Date as the Board shall
agree, provided such option would have been able to have been excercised
according to its terms absent such termination.
(c) In the event of the Participant's death, total disability or
retirement, such portion of this Option as shall have vested and shall remain
unexercised, may be exercised by the Participant or the Participant's
Beneficiary at any time during the period ending not later than the Expiration
Date, provided that such option would have been able to have been exercised
according to its terms absent such death, total disability or retirement.
(d) Pursuant to and as defined in the Plan, this Option shall
immediately vest upon a "Change of Control" of the Company.
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.
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. Transferability. 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 Participant
