EXHIBIT 10(b)(6)
GENTEX CORPORATION GRANT AGREEMENT
DATE: ____________________
Name: ___________________________
Address: ___________________________
___________________________
Dear _____________:
Pursuant to the terms and conditions of the company's 2002 Non-Employee Director
Plan (the "Plan"), you have been granted a Non-Qualified Stock Option to
purchase ________ shares (the "Option") of stock as outlined below.
Granted To: _________________________
SS # _________________________
Grant Date: _____________
Option Price Per Share: $___________ Total Cost to Exercise: $______
Expiration Date: ______________
Vesting Schedule: Non-Employee Director Vesting
_____________________________
By my signature below, I hereby acknowledge receipt of this Option granted on
the date shown above, which has been issued to me under the terms and conditions
of the Plan. I further acknowledge receipt of the copy of the Plan and agreed to
conform to all of the terms and conditions of the Option and the Plan.
Please return one signed copy of this agreement to ▇▇▇▇▇ ▇▇▇▇▇▇.
Signature: ________________________ Date: _________________
(Name)
NOTE: If there are any discrepancies in the name or address shown above, please
make the appropriate corrections on this form.
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1.OPTION PLAN. All of the defined terms contained in this Agreement shall
have the same meaning as is set forth in the Gentex Corporation 2002
Non-employee Director Stock Option Plan (the "Plan"), and this Option Agreement
(the "Agreement") is subject to the terms and provisions of that Plan, as
amended from time to time. If any inconsistency exists between the provisions of
this Agreement and the Plan, the Plan shall govern.
2. OPTION GRANT. Effective as of the Grant Date, the Optionee has been
granted an option to purchase that Number of Shares of the Company's common
stock at the Exercise Price for a period ending on the Expiration Date, all as
shown on the cover page hereof.
3. EXERCISE. Options may not be exercised for fewer than the Minimum
Shares per transaction specified on the cover page, and options shall become
exercisable only in accordance with the Vesting Schedule specified on the cover
page. Options shall be exercised by written notice to the Company stating the
number of shares to be purchased, signed by the person exercising the option,
and accompanied by payment of the full purchase price of the shares in cash or
in shares of the Company's common stock, or by any combination of cash and
stock. Options may be exercised only during periods beginning on the second
business day following the date on which the Company releases for publication
its annual or quarterly financial reports, and ending on the twelfth business
day following that date. Promptly after exercise, the Company shall issue a
stock certificate representing that number of shares to which the option was
exercised.
4. OPTIONEE'S AGREEMENT. In consideration of the granting of the
option, the Optionee agrees to continue to serve as a director of the Company
during the term for which he or she was elected.
5. TRANSFERS. This Agreement and the option it represents shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution, and may be exercised during the lifetime of the Optionee only by
the Optionee or his or her guardian or legal representative, except as
hereinafter provided. Notwithstanding the previous sentence, this option may be
transferred, in whole or in part, to the Optionee's spouse, and/or the
Optionee's descendants and/or to a trust created primarily for the benefit of
the Optionee, the Optionee's spouse and/or the Optionee's descendants
("Authorized Transfer"); provided, however, that no payment of anything of value
shall be made to the Optionee in consideration of any such transfer, and no
Authorized Transferee shall be entitled to make any further assignment or other
transfer of the option. Any transferred option may be exercised during the
Optionee's lifetime by the Authorized Transferee. Except as expressly provided
above, this option shall not be transferred, assigned, pledged, or hypothecated
in any way, shall not be assignable by operation of law, and shall not be
subject to execution, levy, attachment, or similar process. Any attempted
transfer, assignment, pledge, hypothecation, or other disposition of this option
contrary to the terms hereof, and any execution, levy attachment or similar
process upon the option, shall render this option null and void and without
effect.
6. DEATH OF OPTIONEE. In the event of the Optionee's death, the
Optionee, the Optionee's personal representative or legatee, or an Authorized
Transferee, as the case may be, may exercise this option for a period of twelve
(12) months after the date of death or disability, to the extent then
exercisable. In no event, however, shall this option be exercised after the
Expiration Date.
____ INITIALS
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7. ADJUSTMENTS. In the event of any change in the number of outstanding
shares or the Company's common stock by reason of a stock dividend, stock split,
recapitalization, merger, consolidation, split-up, combination, or exchange of
shares, without the receipt of consideration by the Company, then the number of
shares subject to this option, and the option price shall be appropriately
adjusted as provided in the Plan.
8. RIGHTS AS A SHAREHOLDER. Neither the Optionee nor a transferee of
this option shall have any rights as a shareholder with respect to any shares
covered hereby until the date he or she shall have become the holder of record
of such shares. No adjustment shall be made for dividends, distributions, or
other rights for which the record date is prior to the date on which he or she
shall have become the holder of record thereof, except as provided in paragraph
7 above.
9. TERMINATION. All or any portion of the option that is the subject to
this Agreement, and all or any portion of any other option previously granted to
the Optionee with respect to the Company's common stock, that remains
unexercised at the time the Optionee's status as a director of the Company
terminates for any reason other than death, shall automatically expire ninety
(90) days after the date of such termination and be of no further force or
effect.
__ INITIALS
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