Exhibit 10.z
MAINE & MARITIMES CORPORATION 2002 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
AGREEMENT, made this 1st day of June, 2002, between MAINE & MARITIMES
CORPORATION, ("Company") and ("Employee"),
1. GRANT OF OPTIONS. The company hereby grants Employee (a) an incentive
stock option (ISO") to purchase shares of its common stock ("Shares") under its
2002 Stock Option Plan ("Plan"), a copy of which is attached hereto as Appendix
A, and (b) a nonqualified stock option ("NSO") to purchase Sales under the Plan.
2. OPTION PRICE. THE OPTION PRICE IS $ per share.
3. NONTRANSFERABILITY. These options are subject to the transfer
restrictions set forth in Section 7(d) of the Plan.
4. EXERCISE OF OPTION. Employee may exercise these options only by
completing and delivering to the Company a written notice, in such manner and on
such form as the Company may prescribe, and by tendering to the Company full
payment for the Shares to be acquired. Payment by transfer of stock shall be
permitted only if transferring previously acquired Shares will not, in the
judgment of the Company's accountants, result in an expense being reflected in
the financial statements of the Company. The value of stock transferred to the
Company in payment of the option price shall be 100% of the fair market value of
such stock at the close of business on the date such transfer is recorded on the
books of the Company, following actual or constructive delivery of the stock to
the Company in a form suitable for transfer.
5. EXERCISE RESTRICTIONS/ACCELERATION.
(a) HOLDING PERIODS. Except as hereinafter provided, these options
shall become exercisable over a seven-year period beginning June 1, 2005,
as set forth in the following table:
Total Number of
Year Beginning Shares that May be Purchased ISO Shares NSO Shares
6/1/2005 7,500
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6/1/2006 7,500* * *
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6/1/2007 7,500* * *
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6/1/2008 7,500* * *
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6/1/2009 7,500* * *
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6/1/2010 7,500* * *
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6/1/2011 7,500* * *
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*This number shall be increased by carrying forward the aggregate number of
shares not purchased from the prior year.
(b) ANNUAL DOLLAR LIMIT ON EXERCISE. To the extent that the aggregate
fair market value of stock with respect to which incentive stock options
are exercisable for the first time by Employee during any calendar year
(under all plans of the corporation employing Employee and its parent and
subsidiaries) exceeds $100,000, such options shall not be treated as
incentive stock options.
(c) MINIMUM EXERCISE/WHOLE SHARES. Employee may not exercise an
option to purchase fewer than 50 Shares, unless by such exercise the
Employee acquires all Shares that may be purchased under the option on the
exercise date, or to purchase fractional Shares.
(d) ACCELERATION OF EXERCISE. These options shall immediately become
exercisable in full in the event of a "change in control," as defined in
Section 9 of the Plan.
6. SHAREHOLDER RIGHTS/STOCK CERTIFICATES. Neither the Employee nor his or
her personal representative, heir or legatee shall be a shareholder of the
Company or have any rights or privileges of a shareholder by reason of this
Agreement until the date that Shares purchased under an option are issued, as
recorded on the books of the Company. In the event a stock certificate
evidencing such Shares is to be issued, the Company shall personally deliver or
mail such certificate to the Employee as soon as practicable after the exercise
date.
7. TERM OF OPTIONS. This Agreement shall terminate and these options, to
the extent they have not been exercised, shall expire May 30, 2012. In the event
of Employee's earlier termination of employment, disability or death, the term
of the option will be determined in accordance with Section 7(f), (g) or (h) of
the Plan, whichever is applicable, and this Section 7. In the event of
Employee's termination of employment for any reason other than death or
disability, these options shall expire on the earlier of (i) May 30, 2012, (ii)
3 months after employment ceases. In the event of Employee's termination of
employment by reason of death or disability, these options shall expire on the
earlier of (i) May 30, 2012, (ii) or one year after employment ceases.
8. ADJUSTMENTS TO AWARD. The number of Shares subject to these options
and the option price are subject to adjustment pursuant to Section 4(b) of the
Plan.
9. ADMINISTRATION. The members of the Executive Compensation Committee of
the Company's Board of Directors who are not employees of the Company or any of
its subsidiaries ("Committee") shall have the responsibility of construing and
interpreting this Agreement and the Plan. The determinations and conclusions of
the Committee shall be binding on the parties hereto.
10. CHANGES IN LAW. Employee shall be subject to any rules adopted by the
Committee to comply with changes in the laws and regulations relating to the
Plan.
11. MISCELLANEOUS.
(a) EMPLOYMENT. This Agreement does not give the Employee any right
to be retained in the employ of the Company or any of its subsidiaries.
(b) PLAN PROVISIONS INCORPORATED BY REFERENCE. All of the applicable
terms and restrictions of the Plan are hereby incorporated by reference and
shall have the same force and effect as if they were separately restated
herein.
(c) AMENDMENT. This Agreement may be amended only in writing by
mutual agreement of the parties.
(d) GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with
Maine law.
(e) SEVERABILITY. In the event that any provision of this Agreement
shall be held invalid, it shall not affect the validity of the remainder of
the Agreement.
(f) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties and all prior representations, promises or
statements are merged herein.
MAINE & MARITIMES CORPORATION
By
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Its Executive Compensation
committee Chairperson
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Employee
Persons who have received the above
Stock Option Agreement:
Individual Shares Date
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J. Xxxxxxxx Xxxxx 5,250 6/1/2002
J. Xxxxxxxx Xxxxx 5,250 6/1/2003
J. Xxxxxxxx Xxxxx 5,250 6/1/2004
J. Xxxxxxxx Xxxxx 5,250 6/1/2005
