THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933. AIR T, INC. DIRECTOR STOCK OPTION AGREEMENT (2005 EQUITY INCENTIVE PLAN)
Exhibit
10.22
THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES
REGISTERED
UNDER THE SECURITIES ACT OF 1933.
AIR
T, INC.
(2005
EQUITY INCENTIVE PLAN)
THIS
AGREEMENT, made effective as of the ___ day of _______, 20__ (the “Grant Date”),
by and between Air T, Inc. (the “Corporation”), and [name] (the
“Holder”).
WHEREAS,
the Corporation has adopted the Air T, Inc. 2005 Equity Incentive Plan (the
“Plan”) in order to provide additional incentives to certain employees and
directors and consultants of the Corporation and its Subsidiaries;
and
WHEREAS,
Section 3.1 of the Plan provides for the award of options to purchase 2,500
shares of Common Stock to each non-employee director of the Corporation elected
at the 2005 annual meeting of stockholders of the Corporation and to each
non-employee director upon his initial election to the Board of Directors
thereafter; and
[WHEREAS,
the Holder was initially elected a director of the Corporation at its 2005
annual meeting of stockholders, and although this Agreement may be executed
after September 28, 2005, it shall be deemed effective as of September 28,
2005;]
NOW,
THEREFORE, the parties hereto agree as follows:
| 1. |
Grant of Option.
Pursuant to Section 3.1 of the Plan, the Corporation hereby grants
to the
Holder an option (the “Option”) to purchase all or any part of an
aggregate of 2,500 shares of Common Stock (the “Shares”), subject to, and
in accordance with, the terms and conditions set forth in this Agreement
and the Plan. The Option and this Agreement are subject to all of
the
terms and conditions of the Plan, which terms and conditions are
hereby
incorporated by reference, and, except as otherwise expressly set
forth
herein, the capitalized terms used in this Agreement shall have the
same
definitions as set forth in the
Plan.
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| 2. |
Exercise
Price.
The price at which the Holder shall be entitled to purchase Shares
upon
the exercise of the Option shall be $ __.__ per
share.
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| 3. |
Duration of Option.
Subject to the terms of the Plan, the Option shall remain exercisable
for
the lesser of (10) ten years after the date of grant, (1) one year
from
the date the Participant shall cease, by reason of the Participant’s
death, Disability or Retirement, to be a Nonemployee Director, or
(3)
three months from the date the Participant shall cease, for any reason
other than such Participant’s death or Disability, to be a Nonemployee
Director; provided, however, that if the Participant shall cease
to be a
Nonemployee Director and then die or become Disabled within three
months
thereafter, the Option shall remain exercisable for one year after
the
date of the Participant’s death.
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| 4. |
Vesting
and Exercisability of Option.
The Option shall vest and be exercisable for all shares of Common
Stock
covered hereby one (1) year after the date hereof; provided that
in the
event the Service of the Holder terminates prior to the end of such
one-year period for reason other than death, Disability or Retirement,
the
Option shall be forfeited and shall lapse
immediately.
|
| 5. |
Exercise
of Option.
The Holder may exercise all or a portion of the Option by giving
written
notice to the Company of exercise, specifying the number of shares
of
Common Stock with respect to which the Option is being exercised.
Such
notice is to be delivered to the Secretary of the Company and is
effective
as of the later of the date of its receipt by the Secretary of the
Company
and the date of payment of the exercise price with respect
thereto.
|
| 6. |
Non-Transferability
of Option.
The Option shall not be transferable by the Holder except to the
limited
extent permitted under the Plan.
|
| 7. |
No
Rights as a Stockholder.
The Holder shall not have any rights or privileges of a stockholder
with
respect to any Shares until the date of issuance by the Corporation
of a
certificate for such Shares pursuant to the exercise of the
Option.
|
| 8. |
Holder
Bound by the Plan.
The Holder hereby acknowledges receipt of a copy of the Plan and
agrees to
be bound by all the terms and provisions thereof. A determination
of the
Committee as to any questions which may arise with respect to the
interpretation of the provisions of this Agreement and of the Plan
shall
be final. The Committee may authorize and establish such rules,
regulations and revisions thereof not inconsistent with the provisions
of
the Plan, as it may deem advisable.
|
| 9. |
Modification
of Agreement.
This Agreement may be modified, amended, suspended or terminated,
and any
terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.
|
| 10. |
Severability.
Each provision of this Agreement is intended to be severable. Should
any
provision of this Agreement be held by a court of competent jurisdiction
to be unenforceable or invalid for any reason, the remaining provisions
of
this Agreement shall not be affected by such holding and shall continue
in
full force in accordance with their
terms.
|
| 11. |
Governing Law;
Jurisdiction.
This Agreement shall be governed and construed in accordance with
the laws
of the State of North Carolina, without regard to the principles
of
conflicts of law, except to the extent governed by federal law. Each
party
hereby irrevocably submits to the jurisdiction of the state and federal
courts sitting in Catawba County, State of North Carolina, for the
adjudication of any dispute
hereunder.
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| 12. |
Successors in Interest.
This Agreement shall inure to the benefit of and be binding upon
any
successor to the Corporation. This Agreement shall inure to the benefit
of
the Holder’s legal representatives. All obligations imposed upon the
Holder and all rights granted to the Corporation under this Agreement
shall be final, binding and conclusive upon the Holder’s heirs, executors,
administrators and successors.
|
IN
WITNESS WHEREOF, this Agreement has been executed by the Corporation and the
Holder effective as of the date and year first written above.
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AIR
T, INC.
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By:
__________________________________
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Title:_________________________________
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__________________________________
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[name]
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