EXHIBIT 10 (ee)
MARLTON TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION (the "Option") is granted as of the 23rd day of
October, 2002, by MARLTON TECHNOLOGIES, INC., a Pennsylvania corporation (the
"Company") to Xxxxxxxx Xxxxxxxxx (the "Optionee").
W I T N E S S E T H :
---------------------
1. Grant. The Company hereby grants to the Optionee Stock Options (the
"Options") to purchase on the terms and conditions set forth herein and in the
Company's 2001 Equity Incentive Plan (the "Plan"), an aggregate of One Hundred
Thousand, (100,000) shares (appropriately adjusted for any subsequent stock
splits, stock combinations or similar capital restructuring) of the Company's
Common Stock, no par value per share (the "Option Shares"), at a purchase price
per share of Fifty Cents ($.50) (the "Option Price").
2. Term. This Option Agreement and Optionee's right to exercise Options vested
in accordance with Paragraph 3 shall terminate on the earlier of (i) October 22,
2007, or (ii) upon termination of Optionee's services as a director of the
Company, provided that Optionee (or in the event of termination due to
Optionee's death or disability, Optionee's spouse or estate) may exercise this
Option Agreement for a period of six months following the date of termination as
to Options fully vested on or before the date of termination.
3. Vesting. The Options will vest as follows: (i) 50% will vest as of the date
of this Agreement, and (ii) 25% will vest on each of the next two Annual
Meetings of Shareholders of the Company at which Optionee is elected as a
director of the Company. Notwithstanding the foregoing, all unvested options
shall immediately vest upon a Change in Control (as defined in the Plan).
4. Method of Exercise and Payment. Vested Options may be exercised from time to
time, in whole or in part. When exercisable under Paragraph 3, the Option may be
exercised by written notice to the Company specifying the total number of Option
Shares to be exercised. The notice shall be accompanied by payment in cash or by
check equal to the aggregate Option Price of all Option Shares covered by such
notice.
5. Notices. Any notice to be given to the Company shall be addressed to the
Company at its principal executive office, and any notice to be given to the
Optionee shall be addressed to the Optionee at the address then appearing on the
records of the Company or at such other address as either party hereafter may
designate in writing to the other. Any such notice shall be deemed to have been
duly given when deposited in the United States mail, addressed as aforesaid,
registered or certified mail, and with proper postage and registration or
certification fees prepaid.
6. General. This Option shall not be assignable by Optionee. This Option
Agreement shall not be subject to the provisions and restrictions of Section
421, 422A(b) et. seq. of the Internal Revenue Code of 1986, as it may be amended
from time to time. This Option Agreement is issued under and is subject to the
terms and conditions of the Plan, as it may be amended from time to time. Stock
certificates representing the Option Shares acquired shall bear any legends
required by applicable state and federal securities laws. Company stock
issuances are currently unregistered, requiring a one year holding period prior
to sale of such stock.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written
MARLTON TECHNOLOGIES, INC.
Attest:
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ---------------------------------
Xxxx X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxxxx, Chairman
Witness: Optionee: /s/ Xxxxxxxx Xxxxxxxxx
--------------------- ---------------------------
Xxxxxxxx Oberwager
1
