EXHIBIT 10.10
PARK ELECTROCHEMICAL CORP.
2002 Stock Option Plan
Incentive Stock Option Contract
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of this
_____ day of ______, between PARK ELECTROCHEMICAL CORP., a New
York corporation (the "Company"), and ________ an employee of the
Company or one of its subsidiaries (the "Optionee").
W I T N E S S E T H :
1. The Company, in accordance with the allotment made by
the Stock Option Committee, and subject to the terms and
conditions of the 2002 Stock Option Plan of the Company ("Plan"),
grants as of the date hereof, to the Optionee, an option to
purchase an aggregate of ___ shares of the Common Stock, $.10 par
value per share, of the Company ("Common Stock") at _____ per
share, being the fair market value of such stock on the date
hereof.
2. The term of this option shall be ten (10) years from the
date hereof, subject to earlier termination as provided in the
Plan. This option is exercisable, commencing ____ as to 25% of
the aggregate number of shares originally subject hereto and as
to an additional 25% on each succeeding anniversary of the
granting of the option; provided, however, that the right to
purchase shall be cumulative, so that if the full number of
shares purchasable in a period shall not be purchased, the
balance may be purchased at any time or from time to time
thereafter, but prior to the termination of the option. This
option may be exercised in whole or in part and from time to time
as to shares which have become purchasable, by giving written
notice to the Company at its principal office, presently 0 Xxxxxx
Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000, xxxxxxxxxxx the option being
exercised, specifying the number of shares purchased and
accompanied by payment in full of the aggregate purchase price
therefor, in cash, Common Stock, or any combination thereof.
3. (a) In the event that the employment of the Optionee is
terminated during the term of this option (other than by reason
of disability or death), this option, subject to the provisions
of Section 4 hereof, may be exercised by the Optionee, to the
extent the Optionee was entitled to do so on the date of the
termination of employment, at any time within three (3) months
after such termination, but not thereafter, and in no event after
the date on which this option would otherwise expire; provided
that if such employment shall be terminated either (i) for cause,
or (ii) without the written consent of the Company, this option
shall (to the extent not previously exercised) terminate
immediately.
(b) In the event that the employment of the Optionee is
terminated during the term of this option by reason of the
disability (as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")) of the Optionee,
this option, subject to the provisions of Section 4 hereof, may
be exercised to the extent exercisable upon the effective date of
such termination, at any time within one (1) year after the date
of termination, but not thereafter, and in no event after the
date on which this option would otherwise expire.
(c) In the event that the Optionee dies while he is an
employee of the Company or any of its subsidiaries or within
three months after termination of his employment (unless such
termination was either (i) for cause, or (ii) without the written
consent of the Company), this option may be exercised to the
extent exercisable on the date of his death, by his executor,
administrator or other such person at the time entitled by law to
his rights under such option, at any time within six (6) months
after the date of his death, but not thereafter, and in no event
after the date on which this option would otherwise expire.
4. The Optionee agrees to remain an employee of the Company
or its subsidiaries, at the election of the Company, for a period
of one (1) year from the date hereof or such later date to which
the Optionee is contractually obligated to remain in the employ
of the Company, and further agrees that he will, during such
employment, serve the Company in good faith and use his best
effort at all times to promote its interests; provided, however,
that nothing in the Plan or herein shall confer upon the Optionee
any right to continue as an employee of the Company or its
subsidiaries or interfere in any way with the right of the
Company or its subsidiaries to terminate such employment at any
time during such periods without liability of the Company or its
subsidiaries.
5. The Optionee represents and agrees that in the event of
any exercise of this option, unless the shares of Common Stock
received upon such exercise shall have been registered under an
effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), such shares constitute
"restricted securities", as defined in Rule 144 promulgated under
the Securities Act, and agrees that such shares may not be sold
except in compliance with the applicable provisions of the
Securities Act.
6. In the event of any disposition of the shares of Common
Stock acquired upon the exercise of this option within two (2)
years from the date hereof, or within one (1) year from the date
of issuance of the shares to the Optionee, the Optionee shall
notify the Company thereof in writing within thirty (30) days
after such disposition and will pay to the Company an amount
necessary to satisfy its obligations to withhold any taxes by
reason of such disqualifying disposition.
7. The Company and the Optionee further agree that they
will both be subject to and bound by all of the terms and
conditions of the Plan, as amended from time to time. In the
event of a conflict between the terms of this contract and the
terms of the Plan, the terms of the Plan shall govern.
8. This option is not transferable otherwise than by will
or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by him.
9. The Plan has been adopted prior to the promulgation of
final rules and regulations by the Internal Revenue Service under
Section 422A of the Code. Accordingly, as it is intended that
this option be an incentive stock option within the meaning of
such Section, the Optionee agrees that the Company may amend the
Plan and this option in any respect necessary or appropriate to
bring the Plan and this option into compliance with any such
final rules and regulations.
10. This contract shall be binding upon and inure to the
benefit of any successor assign of the Company and to any
executor, administrator or legal representative entitled by law
to the Optionee's rights hereunder.
11. By signing this contract, the undersigned Optionee
represents and warrants to the Company that the undersigned
Optionee has complied with the Company's "Guidelines Regarding
Conflicts of Interest and Business Ethics" and that the
undersigned Optionee does not have any investment or any other
interest in any competitor, customer or supplier of the Company
or of any subsidiary of the Company other than investments in the
outstanding capital stock of any such competitor, customer or
supplier held by the undersigned indirectly through an investment
in a mutual fund or similar investment company and other than
investments disclosed in writing to, and acknowledged in writing
by, the President or the General Counsel of the Company.
IN WITNESS WHEREOF, the parties hereto have duly executed
this contract as of the day and year first above written.
OPTIONEE PARK ELECTROCHEMICAL
CORP.
By:_________________________________
[sign name]
Title:
________________________________
[print full name]
PARK ELECTROCHEMICAL CORP.
2002 Stock Option Plan
Non-Qualified Stock Option Contract
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
this ____ day of ______, between PARK ELECTROCHEMICAL CORP., a
New York corporation (the "Company"), and _____ an employee of
the Company or one of its subsidiaries (the "Optionee").
W I T N E S S E T H :
1. The Company, in accordance with the allotment made by
the Stock Option Committee, and subject to the terms and
conditions of the 2002 Stock Option Plan of the Company ("Plan"),
grants as of the date hereof, to the Optionee, an option to
purchase an aggregate of ____ shares of the Common Stock, $.10
par value per share, of the Company ("Common Stock") at ____ per
share, being the fair market value of such stock on the date
hereof.
2. The term of this option shall be ten (10) years from the
date hereof, subject to earlier termination as provided in the
Plan. This option is exercisable, in accordance with the
following schedule:
Shares Becoming
Vesting Date Exercisable
Total
provided, however, that the right to purchase shall be
cumulative, so that if the full number of shares purchasable in a
period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but prior to the
termination of the option. This option may be exercised in whole
or in part and from time to time as to shares which have become
purchasable, by giving written notice to the Company at its
principal office, presently 0 Xxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx
Xxxx 00000, xxxxxxxxxxx the option being exercised, specifying
the number of shares purchased and accompanied by payment in full
of the aggregate purchase price therefor, in cash, Common Stock,
or any combination thereof.
3. (a) In the event that the employment of the Optionee is
terminated during the term of this option (other than by reason
of disability or death), this option, subject to the provisions
of Section 4 hereof, may be exercised by the Optionee, to the
extent the Optionee was entitled to do so on the date of the
termination of employment, at any time within three (3) months
after such termination, but not thereafter, and in no event after
the date on which this option would otherwise expire; provided
that if such employment shall be terminated either (i) for cause,
or (ii) without the written consent of the Company, this option
shall (to the extent not previously exercised) terminate
immediately.
(b) In the event that the employment of the Optionee is
terminated during the term of this option by reason of the
disability (as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")) of the Optionee,
this option, subject to the provisions of Section 4 hereof, may
be exercised to the extent exercisable upon the effective date of
such termination, at any time within one (1) year after the date
of termination, but not thereafter, and in no event after the
date on which this option would otherwise expire.
(c) In the event that the Optionee dies while he is an
employee of the Company or any of its subsidiaries or within
three months after termination of his employment (unless such
termination was either (i) for cause, or (ii) without the written
consent of the Company), this option may be exercised to the
extent exercisable on the date of his death, by his executor,
administrator or other such person at the time entitled by law to
his rights under such option, at any time within six (6) months
after the date of his death, but not thereafter, and in no event
after the date on which this option would otherwise expire.
4. The Optionee agrees to remain an employee of the Company
or its subsidiaries, at the election of the Company, for a period
of one (1) year from the date hereof or such later date to which
the Optionee is contractually obligated to remain in the employ
of the Company, and further agrees that he will, during such
employment, serve the Company in good faith and use his best
effort at all times to promote its interests; provided, however,
that nothing in the Plan or herein shall confer upon the Optionee
any right to continue as an employee of the Company or its
subsidiaries or interfere in any way with the right of the
Company or its subsidiaries to terminate such employment at any
time during such periods without liability of the Company or its
subsidiaries.
5. The Optionee represents and agrees that in the event of
any exercise of this option, unless the shares of Common Stock
received upon such exercise shall have been registered under an
effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), such shares constitute
"restricted securities", as defined in Rule 144 promulgated under
the Securities Act, and agrees that such shares may not be sold
except in compliance with the applicable provisions of the
Securities Act.
6. Upon the exercise of this option, the Optionee shall pay
to the Company an amount necessary to satisfy its obligations to
withhold any taxes by reason of such exercise.
7. The Company and the Optionee further agree that they
will both be subject to and bound by all of the terms and
conditions of the Plan, as amended from time to time. In the
event of a conflict between the terms of this contract and the
terms of the Plan, the terms of the Plan shall govern.
8. This option is not transferable otherwise than by will
or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by him.
9. It is agreed that this option is a Non-Qualified Stock
Option, as such term is defined in the Plan.
10. This contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any
executor, administrator or legal representative entitled by law
to the Optionee's rights hereunder.
11. By signing this contract, the undersigned Optionee
represents and warrants to the Company that the undersigned
Optionee has complied with the Company's "Guidelines Regarding
Conflicts of Interest and Business Ethics" and that the
undersigned Optionee does not have any investment or any other
interest in any competitor, customer or supplier of the Company
or of any subsidiary of the Company other than investments in the
outstanding capital stock of any such competitor, customer or
supplier held by the undersigned indirectly through an investment
in a mutual fund or similar investment company and other than
investments disclosed in writing to, and acknowledged in writing
by, the President or the General Counsel of the Company.
IN WITNESS WHEREOF, the parties hereto have duly executed
this contract as of the day and year first above written.
OPTIONEE PARK ELECTROCHEMICAL
CORP.
By:
[sign name]
Title:
________________________________
[print full name]
PARK ELECTROCHEMICAL CORP.
2002 Stock Option Plan
Non-Qualified Stock Option Contract
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
this ___ day of ____ between PARK ELECTROCHEMICAL CORP., a New
York corporation (the "Company"), and______, a director of the
Company (the "Optionee").
W I T N E S S E T H :
1. The Company, in accordance with the allotment made by
the Stock Option Committee, and subject to the terms and
conditions of the 2002 Stock Option Plan of the Company ("Plan"),
grants as of the date hereof, to the Optionee, an option to
purchase an aggregate of ______ shares of the Common Stock, $.10
par value per share,of the Company ("Common Stock") at ____ per
share, being the fair market value of such stock on the date
hereof.
2. The term of this option shall be ten (10) years from the
date hereof, subject to earlier termination as provided in the
Plan. This option is exercisable, commencing _____ as to 25% of
the aggregate number of shares originally subject hereto and as
to an additional 25% on each succeeding anniversary of the
granting of the option; provided, however, that the right to
purchase shall be cumulative, so that if the full number of
shares purchasable in a period shall not be purchased, the
balance may be purchased at any time or from time to time
thereafter, but prior to the termination of the option. This
option may be exercised in whole or in part and from time to time
as to shares which have become purchasable, by giving written
notice to the Company at its principal office, presently 0 Xxxxxx
Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000, xxxxxxxxxxx the option being
exercised, specifying the number of shares purchased and
accompanied by payment in full of the aggregate purchase price
therefor, in cash, Common Stock, or any combination thereof.
3. (a) In the event that the service of the Optionee as a
director of the Company is terminated during the term of this
option (other than by reason of disability or death), this
option, subject to the provisions of Section 4 hereof, may be
exercised by the Optionee, to the extent the Optionee was
entitled to do so on the date of such termination, at any time
within three (3) months after such termination, but not
thereafter, and in no event after the date on which this option
would otherwise expire; provided that if such service as a
director shall be terminated either (i) for cause, or (ii)
without the written consent of the Company, this option shall (to
the extent not previously exercised) terminate immediately.
(b) In the event that the service of the Optionee as a
director of the Company is terminated during the term of this
option by reason of the disability (as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code")) of the Optionee, this option, subject to the provisions
of Section 4 hereof, may be exercised to the extent exercisable
upon the effective date of such termination, at any time within
one (1) year after the date of termination, but not thereafter,
and in no event after the date on which this option would
otherwise expire.
(c) In the event that the Optionee dies while he is a
director of the Company or within three months after termination
of his service as a director (unless such termination was either
(i) for cause, or (ii) without the written consent of the
Company), this option may be exercised to the extent exercisable
on the date of his death, by his executor, administrator or other
such person at the time entitled by law to his rights under such
option, at any time within six (6) months after the date of his
death, but not thereafter, and in no event after the date on
which this option would otherwise expire.
4. The Optionee agrees to remain a director of the Company,
at the election of the Board of Directors or the shareholders of
the Company, for a period of one (1) year from the date hereof or
such later date to which the Optionee is contractually obligated
to remain a director of the Company, and further agrees that he
will, during such service as a director of the Company, serve the
Company in good faith and use his best effort at all times to
promote its interests; provided, however, that nothing in the
Plan or herein shall confer upon the Optionee any right to
continue as a director of the Company or interfere in any way
with the right of the Board of Directors or shareholders of the
Company to terminate such service as a director of the Company at
any time during such periods without liability of the Company or
its subsidiaries.
5. The Optionee represents and agrees that in the event of
any exercise of this option, unless the shares of Common Stock
received upon such exercise shall have been registered under an
effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), such shares constitute
"restricted securities", as defined in Rule 144 promulgated under
the Securities Act, and agrees that such shares may not be sold
except in compliance with the applicable provisions of the
Securities Act.
6. Upon the exercise of this option, the Optionee shall pay
to the Company an amount necessary to satisfy its obligations to
withhold any taxes by reason of such exercise.
7. The Company and the Optionee further agree that they will
both be subject to and bound by all of the terms and conditions
of the Plan, as amended from time to time. In the event of a
conflict between the terms of this contract and the terms of the
Plan, the terms of the Plan shall govern.
8. This option is not transferable otherwise than by will
or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by him.
9. It is agreed that this option is a Non-Qualified Stock
Option, as such term is defined in the Plan.
10. This contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any
executor, administrator or legal representative entitled by law
to the Optionee's rights hereunder.
IN WITNESS WHEREOF, the parties hereto have duly executed
this contract as of the day and year first above written.
OPTIONEE PARK ELECTROCHEMICAL
CORP.
By:________________________________
[sign name]
Title:
_______________________________
[print full name]
[exhibit 10.10]ll
